Equinox Gold Corp (EQX) 6-K, filed Apr 20, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2020.

Commission File Number 001-39038

EQUINOX GOLD CORP.
(Translation of registrant’s name into English)
700 West PenderStreet, Suite 1501<br><br> <br>Vancouver, BritishColumbia<br><br> <br>V6C 1G8
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(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F	o	Form<br> 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EQUINOX GOLD CORP.
Date: <br> April 17, 2020	/s/<br> Rhylin Bailie
	Name:	Rhylin Bailie
	Title:	VP Investor Relations

INDEX TO EXHIBITS

99.1	Convertible<br> Debenture dated March 10, 2020
99.2	Subscription Agreement dated March 10, 2020
99.3	Second Amended and Restated Credit Agreement dated March 10, 2020

Exhibit 99.1

Execution Version

UNLESSPERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE JULY 11, 2020**.**

EQUINOX GOLD CORP.

CONVERTIBLE DEBENTURE

Principal Amount: $130,000,000<br><br> <br>Certificate No. D-4	Issue Date: March 10, 2020

Article 1

PRINCIPAL amount AND INTEREST

Section 1.1 PrincipalAmount.

For value received, Equinox Gold Corp. (the “Corporation”) having its head office at Suite 1501, 700 West Pender St., Vancouver, British Columbia V6C 1G8, Canada, shall pay to the order of MDC Industry Holding Company LLC (the “Holder”) the principal sum of ONE HUNDRED THIRTY MILLION DOLLARS ($130,000,000) in lawful money of the United States on March 10, 2025 (the “Maturity Date”).

Section 1.2 Interest.

(1)	The Principal Amount shall<br>bear interest both before and after maturity, default and judgment from and including March 10,<br>2020 (the “Issue Date”) to the date of repayment in full<br>at an annual rate of interest of 4.75%.
(2)	The interest determined<br>in accordance with Section 1.2(1) shall accrue from the Issue Date but will not be payable until March 31,<br>2020 (the “First Interest Payment Date”). Commencing on the First<br>Interest Payment Date and thereafter on the last day of each of the months of March, June,<br>September and December of each year, the Corporation shall pay to the Holder in cash quarterly in arrears the interest accrued<br>during such period. If any such date is not a Business Day, payment of such accrued interest<br>shall be made on the next succeeding Business Day, without penalty. If interest is not paid on the date that it is<br>due and payable, the overdue interest will bear interest at an annual rate of interest<br>of 8%, compounded monthly, and payable on demand.
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(3)	Unless otherwise stated, wherever in this Debenture reference is made to a rate of interest “annual”<br>or "per annum" or a similar expression is used, such interest shall be calculated on the basis of a calendar year of<br>365 days and using the nominal rate method of calculation and shall not be calculated using the effective rate method of calculation<br>or any other basis that gives effect to the principle of deemed reinvestment of interest. For the purpose of the Interest Act<br>(Canada) and disclosure thereunder, whenever interest or fees to be paid hereunder is to be calculated on the basis of a year of<br>360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined<br>pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year<br>in which the same is to be ascertained and divided by either 360 or such other period of time, as the case may be.
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| --- | | (4) | Each of the Corporation and the Holder intend to comply with Applicable Law relating to usury. Notwithstanding any other provision of this Debenture or any other Transaction Document, in no event shall any Transaction Document require the payment or permit the collection of interest or other amounts in an amount or at a rate in excess of the amount or rate that is permitted by Applicable Law or in an amount or at a rate that would result in the receipt by the Holder of interest at a criminal rate, as the terms “interest” and “criminal rate” are defined under the Criminal Code (Canada). Where more than one Applicable Law applies to the Corporation, the Corporation shall not be obliged to make payment in an amount or at a rate higher than the lowest permitted amount or rate. If from any circumstance whatever, fulfilment of any provision of any Transaction Document would result in exceeding the highest rate or amount permitted by Applicable Law for the collection or charging of interest, the obligation to be fulfilled shall be reduced to reflect the highest permitted rate or amount. If from any circumstance the Holder shall ever receive anything of value as interest or deemed interest under any Transaction Document that would result in exceeding the highest lawful rate or amount of interest permitted by Applicable Law, the amount that would be excessive interest shall be applied to the reduction of the Principal Amount, and not to the payment of interest, or if the excessive interest exceeds the unpaid balance of the Principal Amount, the amount exceeding such unpaid balance shall be refunded to the Corporation. In determining whether or not the interest paid or payable under any specified contingency exceeds the highest lawful rate, the Corporation and the Holder shall, to the maximum extent permitted by Applicable Law, (i) characterize any non-Principal Amount payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and their effects, and (iii) amortize, prorate, allocate and spread the total amount of interest throughout the term of the Debenture so that interest does not exceed the maximum amount permitted by Applicable Law. For the purposes of the Criminal Code (Canada), the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles and if there is any dispute, the determination of a Fellow of the Canadian Institute of Actuaries appointed by the Holder shall be conclusive. | | --- | --- |

Section 1.3 Evidenceof Indebtedness and Method of Payment.

The Holder will maintain records of the indebtedness of the Corporation under or in connection with this Debenture. The Holder’s records constitute conclusive evidence of the Corporation’s indebtedness in the absence of manifest error, but the Holder may correct any error or omission in its records. All amounts are payable at the Holder’s address specified in Section 9.4, as amended from time to time in accordance with that Section and shall be paid by wire transfer to an account specified by notice from the Holder to the Corporation from time to time.

Article 2

INTERPRETATION

Section 2.1 Definitions.

As used in this Debenture, the following terms have the following meanings:

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“2019 Convertible Debentures” means, collectively, the convertible debenture issued by the Corporation in favour of the Holder on April 11, 2019 in a principal amount of $130,000,000 as amended by first amendment dated June 28, 2019, and the convertible debentures issued by the Corporation in favour of Pacific Road Resources Fund II and Pacific Road Resources Fund II L.P., respectively, on May 7**,** 2019 in an aggregate principal amount of $9,660,656, each as amended by first amendments dated June 28, 2019 and as further amended, restated, supplemented or modified from time to time**.**

“90-DayVWAP” means, as of any date, the volume weighted average trading price per Common Share on the TSX for the 90 consecutive Trading Days ending on such date; if the Common Shares are not listed thereon, then on such Stock Exchange on which the Common Shares are listed as may be selected for such purpose by the directors of the Corporation; the volume weighted average trading 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 the said 90 consecutive Trading Days, with each sale price being converted to United States dollars using the exchange rate published by the Bank of Canada on the applicable sale date, by the total number of Common Shares so sold.

“ABNAccounts” means, collectively, the bank accounts held by Leagold LatAm Holdings B.V., Leagold Finance II B.V., Leagold Fazenda Holdings B.V., Leagold Pilar Holdings B.V., Leagold Santa Luz Holdings B.V. and Leagold RDM Holdings B.V. at ABN AMRO Bank N.V.

“Affiliate” means, with respect to any Person, any other Person that: (i) Controls, (ii) is Controlled by, or (iii) is under common Control with, such Person.

“ApplicableLaw” means all laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, having application, directly or indirectly, to the Corporation, the Holder or their respective Affiliates, and includes the rules and policies of any Stock Exchange upon which the Corporation, the Holder or any of their respective Affiliates has securities listed or quoted.

“AurizonaMine” means the gold underground and open pit mine known as the Aurizona Mine located in Maranhão State, Brazil near the confluence of the Duas Antas River and the Maracucume River.

“BusinessDay” means any day of the year, other than a Saturday, Sunday or any day on which chartered banks are closed for business in Vancouver, British Columbia, Canada, or Abu Dhabi, United Arab Emirates.

“CallDate” has the meaning specified in Section 7.1.

“CallNotice” has the meaning specified in Section 7.2(1).

“CallRight” has the meaning specified in Section 7.1.

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“CanadianSecurities Laws” means applicable securities laws (including rules, regulations, policies, blanket orders, rulings and instruments enacted thereunder) in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island or Newfoundland and Labrador.

“CapitalReorganization” has the meaning specified in Section 6.4(3).

“CastleMountain” means Castle Mountain Venture, a general partnership existing under the laws of California.

“Collateral” means all present and after acquired assets of the Corporation and the Guarantors, which are subject, or are intended or required to become subject, to the security granted under any of the Security Documents.

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

“Control” has the meaning specified in Section 2.2.

“Conversion” means the conversion by the Holder of any part of the Principal Amount into Common Shares pursuant to Article 6.

“ConversionDate” means, in respect of any part of the Principal Amount for which the Holder exercises Conversion Rights prior to the Maturity Date, the date upon which the Holder gives a Conversion Notice in respect of such exercise.

“ConversionNotice” has the meaning specified in Section 6.2.

“Conversion Option” has the meaning specified in Section 7.3.

“ConversionPrice” has the meaning specified in Section 6.1(2).

“ConversionRights” has the meaning specified in Section 6.1(1).

“ConvertibleDebentures” means this Debenture, the 2019 Convertible Debentures and certain other convertible debentures which may be issued by the Corporation pursuant to the terms of the Pac Road Investment Agreement.

“ConvertibleDebentures Agent” means the Holder, in its capacity as agent on behalf of itself and the holders of the other Convertible Debentures.

“ConvertibleDebentures Agency Agreement” means the amended and restated convertible debentures agency agreement dated March 10, 2020 between the Holder, in its capacity as a holder and as Convertible Debenture Agent, Pacific Road Resources Fund II, as a holder, Pacific Road Resources Fund II L.P., as a holder, and any other holder of a Convertible Debenture, as amended, restated, supplemented or otherwise modified from time to time.

“CorporateReorganization” means any change in the legal existence of any Guarantor (other than a Guarantor Share Reorganization) by way of amalgamation, merger, winding up, dissolution, continuance or plan of arrangement that does not result in any change in the combined direct and indirect percentage ownership interest of the Corporation in a Guarantor or any continuing entity.

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“Corporation” has the meaning specified in Section 1.1.

“Debenture” means the convertible debenture represented by, and governed by the terms and conditions of, this instrument subscribed for and purchased by the Holder and issued and sold by the Corporation pursuant to the Subscription Agreement.

“Debt” means with respect to any Person, without duplication:

(a)	indebtedness of such Person for borrowed money or for the deferred<br>purchase price of property and services, other than trade payables incurred in the ordinary course of business and payable in accordance<br>with customary practices;
(b)	other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument;
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(c)	obligations of such Person under any lease of any property (whether<br>real, personal or mixed and including, without limitation, equipment) by that Person as lessee that, in conformity with generally<br>accepted accounting principles, is, or is required to be, accounted for as a finance lease obligation on the balance sheet of that<br>Person;
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(d)	contingent reimbursement or payment obligations of such Person<br>in respect of any letter of credit, bank guarantee or surety bond;
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(e)	to<br>the extent accelerated, in relation to any Person (the “relevant party”)<br>and any counterparty of the relevant party at any time means the amount which would be payable by the relevant party to that counterparty,<br>if any, pursuant to all Hedging Arrangements entered into between them and in effect at that time if the transactions governed<br>thereby were to be terminated as the result of the early termination thereof;
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(f)	to the extent recorded as indebtedness on the balance sheet of<br>such Person in accordance with IFRS, repayment obligations, liquidated damages or other financial compensation due and owing under<br>the Scotia Facility and/or Sandstorm Debenture upon an event of default thereunder, as applicable; and
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(g)	the contingent obligations of such Person under any guarantee<br>or other agreement assuring payment of any obligations of any Person of the type described in the foregoing clauses (a) to (f).
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“Default” means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

“Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, lien, easement, right-of-way, encroachment, covenant, condition, right-of-entry, lease, license, assignment, option or claim or any other encumbrance, charge against or interest in property to secure payment of a debt or performance of an obligation (including the interest of a vendor or lessor under any conditional sale agreement or of a lessor under any lease including a capital lease or other title retention agreement), or any title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise).

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“Eventof Default” has the meaning specified in Section 8.1.

“Excluded Taxes” means, with respect to the Holder, (a) Taxes imposed on (or measured by) its net income (however denominated), capital or franchise Taxes, and branch profits Taxes, in each case imposed as a result of the Holder being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (b) any withholding Tax that is imposed on amounts payable to the Holder attributable to the Holders failure to provide any form, certificate or any other document necessary to reduce or eliminate any withholding Taxes, and (c) U.S. federal withholding taxes imposed under FATCA if the Holder were to fail to comply with the applicable reporting requirements of FATCA.

“Existing Stream Agreements” means, collectively:

(a)	the second amended and restated silver purchase agreement dated October 15, 2004 as amended and<br>restated on August 6, 2010, among Desarrollos Mineros San Luis, S.A. de C.V., as supplier, Goldcorp Argent Limited, as purchaser,<br>and Goldcorp Inc., as guarantor, providing for the purchase and sale of refined silver and substitute refined silver, as amended<br>and assigned to MXN Silver Corp. and Leagold on April 7, 2017; and
(b)	the second amended and restated silver purchase agreement dated October 15, 2004 as amended<br>and restated on August 6, 2010, among Goldcorp Argent Limited, as supplier, Silver Wheaton (Caymans) Ltd., as purchaser, and Silver<br>Wheaton Corp. and Goldcorp Inc., as guarantors, providing for the purchase and sale of refined silver and substitute refined silver,<br>as amended on April 7, 2017 and as assigned to MXN Silver Corp. on April 7, 2017.
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(a)

the second amended and restated silver purchase agreement dated October 15, 2004 as amended and restated on August 6, 2010, among Desarrollos Mineros San Luis, S.A. de C.V., as supplier, Goldcorp Argent Limited, as purchaser, and Goldcorp Inc., as guarantor, providing for the purchase and sale of refined silver and substitute refined silver, as amended and assigned to MXN Silver Corp. and Leagold on April 7, 2017; and

(b)

the second amended and restated silver purchase agreement dated October 15, 2004 as amended and restated on August 6, 2010, among Goldcorp Argent Limited, as supplier, Silver Wheaton (Caymans) Ltd., as purchaser, and Silver Wheaton Corp. and Goldcorp Inc., as guarantors, providing for the purchase and sale of refined silver and substitute refined silver, as amended on April 7, 2017 and as assigned to MXN Silver Corp. on April 7, 2017.

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“FATCA” means Sections 1471 through 1474 of the United States Internal Revenue Code, as of the date of this Debenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the United States Internal Revenue Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections thereof.

“FrancoNevada/Scotia Intercreditor Agreement” means the amended and restated intercreditor agreement dated March 10, 2020 among the Scotia Facility Agent, for and on behalf of the Scotia Facility lenders, the Convertible Debentures Agent, for and on behalf of the Holder and the holders of the other Convertible Debentures, and Franco-Nevada U.S. Corporation.

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“FrancoNevada Royalty” means the royalty agreement dated as of April 11, 2016 between NewCastle Gold Ltd., Telegraph Gold Inc., Viceroy Gold Corporation and Castle Mountain Venture, as owner, and Franco-Nevada U.S. Corporation, as payee, as such agreement may be amended from time to time.

“GovernmentalAuthorizations” means all authorizations, approvals, orders, rulings, certificates, consents, directives, notices, licenses, permits, variances, registrations or other rights issued to or required by the Corporation or its Material Subsidiaries by or from any Governmental Entity.

“GovernmentalEntity” means (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local or other; (ii) any subdivision or authority of any of the above; (iii) any Stock Exchange; or (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Guarantees” means, collectively, the guarantees delivered by the Guarantors and any additional guarantees delivered pursuant to Section 3.1(b).

“Guarantor” means, collectively, NewCastle Gold Ltd., Telegraph Gold Inc., Solius Holdco Inc., Solius AcquireCo Inc., Mesquite Gold Mine Inc., Western Goldfields (USA) Inc., Western Mesquite Mine Inc., Viceroy Gold Corporation, Castle Mountain, Luna Gold Corp., Aurizona Goldfields Corporation, Luna Gold Pesquisas Minerais LTDA, Mineração Aurizona S.A., Leagold Mining Corporation, Leagold (BC) Holding Corporation, Leagold Netherlands B.V., Administración Los Filos, S.A.P.I de C.V., Leagold Mexico, S.A.P.I de C.V., MXN Silver Corp., Mina Leagold Los Filos, S.A.P.I de C.V., Desarollos Mineros San Luis, S.A. de C.V., Exploradora de Yacimientos Los Filos, S.A. de C.V., Minera Thesalia, S.A. de C.V., Leagold (Barbados) Holdings Ltd., Leagold LatAm Holdings B.V., Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Luz Holdings B.V., Leagold Pilar Holdings B.V., Leagold Finance II B.V., Mineração Riacho dos Machados Ltda, Fazenda Brasileiro Desenvolvimento Mineral Ltda, Santa Luz Desenvolvimento Mineral Ltda and Pilar de Goiás Desenvolvimento Mineral S.A. and any Person who, after the date hereof, becomes a Material Subsidiary.

“GuarantorShare Reorganization” means any change in the issued and outstanding shares of a Guarantor.

“HedgingArrangements” means any derivative transaction entered into in connection with protection against, or benefit from, fluctuations in any rate or price.

“Holder” has the meaning specified in Section 1.1.

“IFRS” means International Financial Reporting Standards as adopted by the Accounting Standards Board (Canada), as amended from time to time.

“ImmaterialSubsidiaries” means Anfield Gold Corp., Magellan Minerals Ltd., Lanfair Land Holdings LLC, Luna Gold Participacoes LTDA and Luna Gold Investimentos Minerals LTDA and “Immaterial Subsidiary” means any of the Immaterial Subsidiaries.

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“IndemnifiedTaxes” means Taxes other than Excluded Taxes.

“InsolvencyEvent” means the occurrence of any of the following events:

(a)	the Corporation or any of its Material Subsidiaries is wound<br>up, dissolved or liquidated (or any proceeding is commenced to wind-up, dissolve or liquidate the Corporation or any of its Material<br>Subsidiaries) under any Applicable Law or otherwise, voluntarily or involuntarily, pursuant to the provisions of any Applicable<br>Law, has its existence terminated or passes any resolution in connection with any of the above, other than a dissolution where<br>all of the assets of the dissolving company are transferred to the Corporation or a Material Subsidiary;
(b)	the<br>Corporation or any of its Material Subsidiaries makes a general assignment for the benefit of its creditors, acknowledges its insolvency<br>or is declared or becomes bankrupt, concurso mercantil or insolvent;
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(c)	the<br>Corporation or any of its Material Subsidiaries commits an act of bankruptcy or concurso mercantil under<br>Applicable Law, including, without limitation, the failure to meet its liabilities generally as they become due;
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(d)	any filing of a proposal or notice of intention to make a proposal is made or served under the<br>Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or under any other<br>bankruptcy, concurso mercantil, insolvency or analogous statutes or laws in any other jurisdiction or consent to the filing<br>of any step or proceeding under any of those statutes in respect of the Corporation or any of its Material Subsidiaries;
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(e)	any<br>filing is made or a proceeding is commenced by or in respect of the Corporation or any of its Material Subsidiaries seeking any<br>stay of proceedings, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other<br>relief under any present or future law of any jurisdiction relative to bankruptcy, concurso mercantil, insolvency<br>or other relief for debtors, unless (if commenced against the Corporation or any of its Material Subsidiaries) same is being contested<br>actively and diligently in good faith by appropriate proceedings and is dismissed, vacated or permanently stayed with no chance<br>of reinstatement within 60 days of commencement;
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(f)	any<br>trustee in bankruptcy, concurso mercantil, interim receiver, receiver, receiver<br>and manager, custodian, sequestrator, administrator, monitor, liquidator or foreign representative or any other Person with similar<br>powers is appointed in respect of the Corporation or any of its Material Subsidiaries or any part of its property; or
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| --- | | (g) | the Corporation or any of its Material Subsidiaries causes or is subject to any event with respect to it, which under Applicable Law, has an analogous effect to any of the events specified in (a) to (f) above (inclusive). | | --- | --- |

“Intercreditor Agreements” means, collectively, the Franco Nevada/Scotia Intercreditor Agreement, the Sandstorm/Scotia Intercreditor Agreement and the Omnibus Intercreditor Agreement.

“InvestorRights Agreement” means the investor rights and governance agreement dated as of April 11, 2019 between the Holder and the Corporation.

“IssueDate” has the meaning specified in Section 1.2(1).

“JudgementCurrency” has the meaning specified in Section 9.10(4).

“LeagoldCredit Agreement” means the credit agreement dated as of June 18, 2019 entered into among Leagold Mining Corporation (as corporate predecessor to the Corporation), as borrower, Société Générale, as administrative agent, Société Générale, Investec Bank PLC and ING Capital LLC, as joint lead arrangers, Investec Bank plc, as technical agent and the lenders party thereto.

“LiquidityNotice” has the meaning specified in Section 7.3.

“LiquidityOption” has the meaning specified in Section 7.3.

“LiquidityOption Period” has the meaning specified in Section 7.3.

“MaterialAdverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, individually or in the aggregate, is, or could reasonably be expected to be, material and adverse to the business, properties, operations, financial condition, results of operations, assets or liabilities (contingent or otherwise) or prospects of the Corporation and the Material Subsidiaries on a consolidated basis.

“MaterialSubsidiaries” means Luna Gold Corp., Aurizona Goldfields Corporation, Luna Gold Pesquisas Minerais LTDA, Mineração Aurizona S.A., NewCastle Gold Ltd., Telegraph Gold Inc., Solius HoldCo Inc., Solius AcquireCo Inc., Viceroy Gold Corporation, Mesquite Gold Mine Inc., Western Goldfields (USA) Inc., Western Mesquite Mines, Inc., Leagold Mining Corporation, Leagold (BC) Holding Corporation, Leagold Netherlands B.V., Administración Los Filos, S.A.P.I de C.V., Leagold Mexico, S.A.P.I de C.V., MXN Silver Corp., Mina Leagold Los Filos, S.A.P.I de C.V., Desarollos Mineros San Luis, S.A. de C.V., Exploradora de Yacimientos Los Filos, S.A. de C.V., Minera Thesalia, S.A. de C.V., Leagold (Barbados) Holdings Ltd., Leagold LatAm Holdings B.V., Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Luz Holdings B.V., Leagold Pilar Holdings B.V., Leagold Finance II B.V., Mineração Riacho dos Machados Ltda, Fazenda Brasileiro Desenvolvimento Mineral Ltda, Santa Luz Desenvolvimento Mineral Ltda and Pilar de Goiás Desenvolvimento Mineral S.A. or any other Person that becomes a Subsidiary of the Corporation following the date hereof and which has material assets or carries on any business, but, for greater certainty, does not include Solaris Copper Inc.

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“MaturityDate” has the meaning specified in Section 1.1.

“MesquiteMine” means the Mesquite gold mine located near Glamis, Imperial County, California operated by Western Mesquite Mines, Inc.

“Obligations” means all indebtedness, liabilities and other obligations of the Corporation to the Holder under this Debenture.

“Offtake Agreements” means, collectively:

(a)	the amended and restated offtake agreement dated as of May 2, 2018 between, among others, OMF Fund<br>II SO Ltd., as purchaser, and Leagold Mining Corporation (as successor by amalgamation to Leagold Acquisition Corporation), as<br>seller, providing for, among other things, the purchase and sale of up to 1,100,000 ounces of gold; and
(b)	the amended and restated offtake agreement dated as of December 14, 2018 between, among others,<br>OMF Fund II SO Ltd., as purchaser and Leagold Mining Corporation (as successor by amalgamation to Leagold Acquisition Corp. II),<br>as seller, providing for, among other things, the purchase and sale of 733,333 ounces of refined gold.
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“OmnibusIntercreditor Agreement” means the amended and restated intercreditor agreement dated March 10, 2020 among the Scotia Facility Agent, for and on behalf of the lenders and hedge providers under the Scotia Facility, the Convertible Debentures Agent, for and on behalf of the Holder and the holders of the other Convertible Debentures, the Corporation, and the Guarantors.

“PacFund II LP” means Pacific Road Capital Management GP II Limited, as general partner of Pacific Road Resources Fund II L.P., a limited partnership governed by the laws of England.

“PacFund II Trust” means Pacific Road Capital II Pty Limited, as trustee for Pacific Road Resources Fund II, a trust governed by the laws of Australia, in its own capacity.

“PacRoad Investment Agreement” means the investment agreement dated May 7, 2015 between inter alios Pac Fund II Trust, Pac Fund II LP, Pacific Road Capital II Pty Limited, and Luna Gold Corp.

“PermittedCapital Reorganization” means (a) any change in the issued and outstanding shares in the Corporation (other than a change that would result in an Event of Default) and (b) any Guarantor Share Reorganization, in each case (i) that does not result in any change in the combined direct and indirect percentage ownership interest of the Corporation in a Guarantor, (ii) notice of which (and reasonable details thereof) has been provided by the Corporation to the Holder in writing fifteen (15) Business Days before its proposed completion date, and (iii) where, at the time of delivery of the aforesaid notice by the Corporation to the Holder, the Corporation delivers to the Holder a certificate (A) certifying that the completion of such reorganization will not have a Material Adverse Effect, (B) in which the Corporation shall covenant to deliver or cause to be delivered to the Holder contemporaneously with the completion of such reorganization, any Security Documents and/or amendments thereto, certificates, opinions and other things as the Holder may reasonably request to ensure the completion of such reorganization shall not adversely affect any rights of the Holder under this Debenture or any Security Documents and (C) certifying that no Default or Event of Default has occurred and is continuing at the time of the completion of such reorganization or would arise immediately thereafter.

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“PermittedCorporate Reorganization” means any Corporate Reorganization (i) notice of which (and reasonable details thereof) has been provided by the Corporation to the Holder in writing fifteen (15) Business Days before its proposed completion date, and (ii) where at the time of delivery of the aforesaid notice by the Corporation to the Holder, the Corporation delivers to the Holder a certificate (A) certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect, (B) in which the Corporation shall covenant to deliver or cause to be delivered to the Holder contemporaneously with the completion of such Corporate Reorganization, any Security Documents and/or amendments thereto, certificates, opinions and other things as the Holder may reasonably request to ensure the completion of such Corporate Reorganization shall not adversely affect any rights of the Holder under this Debenture or any Security Documents and (C) certifying that no Default or Event of Default has occurred and is continuing at the time of the completion of the Corporate Reorganization or would arise immediately thereafter.

“PermittedDebt” means:

(a)	Debt under this Debenture and the other Convertible Debentures;
(b)	Debt comprised of amounts owed to trade creditors and accruals<br>in the ordinary course of business, which are either not overdue for more than sixty (60) days or, if disputed and in that case<br>whether or not overdue, are being contested in good faith by any of the Corporation and the Material Subsidiaries by appropriate<br>proceedings diligently conducted;
---	---
(c)	any Debt approved by the Holder and, if applicable, permitted<br>pursuant to the terms of an intercreditor agreement, in form and substance satisfactory to the Holder providing for the full subordination<br>and postponement of such indebtedness and any security therefor, executed and delivered in favour of the Holder;
---	---
(d)	any guarantee or indemnity in respect of Permitted Debt;
---	---
(e)	any other Debt which the Holder agrees in writing is Permitted<br>Debt for the purposes of this Debenture;
---	---
(f)	Debt<br>under capital leases and purchase money obligations provided that the aggregate Debt of any of the Corporation and the Material<br>Subsidiaries in respect of such capital leases and purchase money obligations does not exceed the fair market value of the financed<br>equipment or property at any time and, at any particular time, the aggregate principal amount of such Debt does not exceed $30,000,000;
---	---

| - 12 - |

| --- | | (g) | Debt in the principal amount not to exceed $500,000,000 pursuant to the Scotia Facility; | | --- | --- | | (h) | Debt of the Corporation in favour of Ross J. Beaty in a principal amount of $12,000,000 under the amended and restated standby promissory note in a principal amount of $12,000,000 issued by the Corporation in favour of Ross J. Beaty on December 23, 2019 (provided that the Corporation shall only be entitled to reimburse such debt in accordance with its terms and shall not be entitled to borrow any amount in connection thereto including, for greater certainty, any amount reimbursed thereunder); | | --- | --- | | (i) | unsecured Debt of the Corporation in favour of Ross J. Beaty with a term of not more than one year and in a principal amount not to exceed $20,000,000 from time to time in addition to the Debt referred to in (h), above; | | --- | --- | | (j) | Debt of the Corporation in favour of Sandstorm Gold Ltd. in a principal amount of $9,900,000 under the Sandstorm Debenture (provided that the Corporation shall only be entitled to reimburse such debt in accordance with its terms and shall not be entitled to borrow any amount in connection thereto including, for greater certainty, any amount reimbursed thereunder, and the Sandstorm Debenture shall be subordinated to the Convertible Debentures on terms satisfactory to the Holder); | | --- | --- | | (k) | Debt owed by the Corporation or a Guarantor to the Corporation or a Guarantor; | | --- | --- | | (l) | Debt of up to a maximum aggregate principal amount at any particular time of $85,000,000 in respect of surety or performance bonds, letters of credit or bank guarantees in favour of a public utility or any other Governmental Entity in connection with the operations of the Corporation or any Guarantor (including for the reclamation or remediation of mining properties and commodities such as power, fuel and chemicals), all in the ordinary course of business; | | --- | --- | | (m) | to the extent constituting Debt, Taxes, assessments or governmental charges or levies which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles; | | --- | --- | | (n) | Debt pursuant to Permitted Hedging Arrangements; | | --- | --- | | (o) | Debt under each of the Sandstorm Royalty and the Franco Nevada Royalty; | | --- | --- | | (p) | Debt in respect of secured cash management facilities provided by the lenders under the Scotia Facility; | | --- | --- | | (q) | Debt of any relevant Guarantor under a VAT Facility and unsecured guarantees by the Corporation in an aggregate principal amount not exceeding $10,000,000 (or the equivalent thereof) at any time outstanding for all such VAT Facilities; and | | --- | --- |

| - 13 - |

| --- | | (r) | obligations owing under Existing Stream Agreements. | | --- | --- |

“PermittedDisposal” means any sale, lease, license, transfer or other disposal:

(a)	of<br>inventory in the ordinary course of business (including pursuant to the Existing Stream Agreements, Offtake Agreements and<br>any carbon fines sales agreements);
(b)	of<br>vehicles, plant and equipment that is obsolete, redundant or that is not necessary for the<br>operation of the business of the Corporation or any of the Material Subsidiaries provided that such assets are disposed of for<br>cash at fair market value;
---	---
(c)	made with the prior written consent of the Holder;
---	---
(d)	of fixed assets at fair market value where the proceeds of disposal<br>are used to purchase replacement assets comparable or superior as to type, value and quality;
---	---
(e)	of<br>assets not contemplated in any of the foregoing paragraphs provided that such assets are disposed of for cash at fair market value<br>in an aggregate amount not to exceed $10,000,000 per fiscal year;
---	---
(f)	(i) of shares of Solaris Copper Inc. or (ii) of shares,<br>assets or property of any Subsidiary of the Corporation that is not a Material Subsidiary;
---	---
(g)	property and assets of the Corporation or a Guarantor to the<br>Corporation or another Guarantor, provided that if the disposing Person has granted an Encumbrance in favour of the Convertible<br>Debentures Agent over the asset or property subject to such disposal, equivalent security over such asset or property shall be<br>granted in favour of the Convertible Debentures Agent by the acquiring Person substantially concurrently with such Person’s<br>acquisition of such asset or property, in each case, on terms and conditions satisfactory to the Convertible Debentures Agent;<br>or
---	---
(h)	shares issued by Leagold Pilar Holdings B.V. and/or Pilar de<br>Goiás Desenvolvimento Mineral S.A. and/or the assets comprised of the complex of underground gold mines known as the “Pilar<br>Mine” owned and operated by Pilar de Goiás Desenvolvimento Mineral, S.A. covering approximately 17,800 hectares located<br>320 km from Brasilia in Goiás State, Brazil.
---	---

“PermittedEncumbrances” means at any time and from time to time:

(a)	any Encumbrance granted pursuant to any security document entered<br>into by any of the Corporation and the Material Subsidiaries in connection with the Debt under each of the Sandstorm Royalty and<br>the Franco Nevada Royalty;
(b)	any Encumbrance granted pursuant to any security document entered into by any of the Corporation<br>and the Material Subsidiaries in connection with the Debt under the Scotia Facility, provided such Debt constitutes Permitted Debt;
---	---

| - 14 - |

| --- | | (c) | any Encumbrance or deposit under workers’ compensation, social security or similar legislation or in connection with bids, tenders, leases or contracts or to secure related public or statutory obligations, surety and appeal bonds, performance bonds where required by law; | | --- | --- | | (d) | any Encumbrance imposed pursuant to statute such as builders’, mechanics’, materialman’s, carriers’, warehousemen’s, Persons having taken part in the construction or renovation of an immovable and landlords’ liens and privileges, in each case, which relate to obligations not yet due or delinquent or, if due or delinquent, which any of the Corporation and the Material Subsidiaries is contesting in good faith if such contestation involves no material risk of loss of any material part of its assets; | | --- | --- | | (e) | any Encumbrance for Taxes, assessments, unpaid wages or governmental charges or levies for the then current year, or not at the time due and delinquent or, if due or delinquent, the validity of which is being contested at the time in good faith and as to which reserves in amounts sufficient to cover such Encumbrances are being maintained in accordance with IFRS; | | --- | --- | | (f) | any right reserved to or vested in any Governmental Entity by the terms of any lease, licence, franchise, grant, claim or permit held or acquired by any of the Corporation and the Material Subsidiaries, or by any statutory provision, to terminate the lease, licence, franchise, grant, claim or permit or to purchase assets used in connection therewith or to require annual or other periodic payments as a condition of the continuance thereof; | | --- | --- | | (g) | any Encumbrance created or assumed by any of the Corporation and the Material Subsidiaries in favour of a public utility or Governmental Entity (whether directly or indirectly) when required by the utility or Governmental Entity, all in the ordinary course of business; | | --- | --- | | (h) | any Encumbrance that secures capital leases and purchase money obligations permitted under Paragraph (f) of the definition of “Permitted Debt”, provided always that the collateral subject to any such Encumbrance is limited to the property and assets leased or acquired pursuant to such capital leases and purchase money obligations; | | --- | --- | | (i) | any reservations, limitations, provisos and conditions expressed in or implied by statute in any original grants from any Governmental Entity of any land or interest therein, statutory exceptions to title to and reservations in respect of a valid discovery with respect to unpatented mining claims, and Encumbrances in favour of any Governmental Entity with respect to water rights and patented and unpatented mining claims; | | --- | --- | | (j) | any applicable municipal and other Governmental Entity restrictions affecting the use of land or the nature of any structures which may be erected thereon, any minor encumbrance, such as easements, rights-of-way, servitudes, restrictions or other similar rights in land granted to or reserved by other Persons, rights-of-way for sewers, electric lines, telegraph and telephone lines, oil and natural gas pipelines and other similar purposes, or zoning or building restrictions or other restrictions applicable to the use of real property by any of the Corporation and the Material Subsidiaries, or title defects, encroachments or irregularities, that do not materially detract from the value of the property affected thereby or materially interfere with the operation of the business of the Corporation or respective Material Subsidiaries or materially interfere with the exploitation of all or any portion of the minerals owned by the Crown on or below the lands subject to the mining rights of the Corporation and the Material Subsidiaries; | | --- | --- |

| - 15 - |

| --- | | (k) | undetermined or inchoate Encumbrances and charges arising or potentially arising under statutory provisions 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; | | --- | --- | | (l) | any extension, renewal, refinancing or replacement of any of the foregoing provided, however, that the Encumbrance permitted hereunder shall not be extended to cover any additional debt or additional property; | | --- | --- | | (m) | deposit of cash or securities in connection with any appeal, review or contestation of any Encumbrance or any matter giving rise to an Encumbrance; | | --- | --- | | (n) | any Encumbrance that secures Debt permitted under Paragraph (l) of the definition of “Permitted Debt” (such Encumbrances shall only be permitted on any cash collateral to be applied against such Debt); | | --- | --- | | (o) | royalties granted, as at the date hereof, in connection with the operation of the Mesquite Mine, Castle Mountain and Aurizona Mine and Encumbrances securing such royalties; | | --- | --- | | (p) | the Royalties (as defined in the Scotia Facility) including royalties on the production or profits from mining which are described in Schedule L to the Scotia Facility; | | --- | --- | | (q) | any Encumbrance that secures Permitted Hedging Arrangements; | | --- | --- | | (r) | any Encumbrance that secures Debt permitted under paragraph (p) of the definition of “Permitted Debt”; | | --- | --- | | (s) | Encumbrances and charges incidental to construction or current operations which have not at such time been filed pursuant to law or which relate to obligations not due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles; | | --- | --- | | (t) | Encumbrances on minerals or the proceeds of sale of such minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing the payment of the Corporation’s or any Guarantor’s portion of the fees, costs and expenses attributable to the processing or refining of such minerals under any such processing arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due; | | --- | --- |

| - 16 - |

| --- | | (u) | any Encumbrances or right to set-off arising under article 24 or 25 respectively of the general terms and conditions (Algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken); | | --- | --- | | (v) | until the date falling 30 days after the Issue Date, Encumbrances under the laws of Mexico and/or Brazil granted by one or more Guarantors pursuant to the Leagold Credit Agreement; | | --- | --- | | (w) | contractual rights of setoff granted in the ordinary course of business; and | | --- | --- | | (x) | Encumbrances over any VAT Proceeds Account and any monies on deposit therein securing amounts owing under a VAT Facility. | | --- | --- |

“PermittedHedging Arrangements” means a Hedging Arrangement entered into by the Corporation or any Material Subsidiary with any Person for non-speculative purposes, provided that such Hedging Arrangement is permitted under the Scotia Facility.

“Person” means any individual, sole proprietorship, limited or unlimited liability company, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, body corporate, joint venture, trust, pension fund, union, Governmental Entity, and a natural person including in such person’s capacity as trustee, heir, beneficiary, executor, administrator or other legal representative.

“PrincipalAmount” means one hundred thirty million U.S. dollars ($130,000,000), as such amount may be reduced from time to time in accordance with the terms of this Debenture.

“Redemption****Date” has the meaning specified in Section 7.2(2).

“RedemptionPrice” means the amount determined in accordance with the following formula as at the Redemption Date:

RP = (PA / CP x 90-Day VWAP) - D,

where:

(i)	“RP” is the Redemption Price;
(ii)	“PA”<br>is the outstanding Principal<br>Amount as at the Redemption Date (and related accrued interest up to but not including the Redemption<br>Date and unpaid);
---	---
(iii)	“CP” is the Conversion Price;
---	---
(iv)	“90-Day VWAP” is the 90-Day VWAP as at the date on which a Call Notice is given pursuant<br>to Section 7.2; and
---	---

| - 17 - |

| --- | | (v) | “D” is the financing fees incurred by the Corporation in connection with the payment of the Redemption Price; provided that (a) in no event shall “D” exceed 5% of the Redemption Price, and (b) the Corporation shall use its best efforts to minimize such financing fees. | | --- | --- |

**“**RollingEBITDA” means the EBITDA for the fiscal quarter taken together with the three immediately preceding fiscal quarters. The EBITDA for the fiscal quarters ending December 31, 2019, September 30, 2019 and June 30, 2019 is as set forth in Schedule A.

“Royalties” means, collectively, the Sandstorm Royalty and the Franco Nevada Royalty.

“SandstormDebenture” means the convertible debenture issued by the Corporation in favour of Sandstorm Gold Ltd., as amended on January 3, 2018, in a principal amount of $9,900,000.

“Sandstorm/ScotiaIntercreditor Agreement” means the amended and restated intercreditor agreement dated March 10, 2020 among the Scotia Facility Agent, for and on behalf of the lenders and hedge providers under the Scotia Facility, the Convertible Debentures Agent, for and on behalf of the Holder and the holders of the other Convertible Debentures, and Sandstorm Gold Ltd.

“SandstormRoyalty” means, collectively, the Aurizona royalty agreement and the Aurizona Greenfields royalty agreement, each dated as of May 7, 2015 and each among Luna Gold Corp., as royalty payor, Mineração Aurizona S.A. and Sandstorm Gold (Canada) Ltd., as royalty holder, as such agreements may be amended from time to time.

“ScotiaFacility” means the second amended and restated credit agreement dated as of March 10, 2020 among the Corporation, Leagold Mining Corporation and Solius AcquireCo Inc., as borrowers, The Bank of Nova Scotia, as administrative agent, lead arranger and sole bookrunner, and The Bank of Nova Scotia, Bank of Montreal, ING Capital LLC, Société Générale and the several lenders from time to time parties thereto, as lenders, as such agreement may be amended from time to time in a form approved in writing by the Convertible Debentures Agent, acting reasonably and in accordance with the Intercreditor Agreements.

“ScotiaFacility Agent” means The Bank of Nova Scotia, in its capacity as administrative agent of the lenders and hedge providers under the Scotia Facility.

“SecurityDocuments” means any documents creating or confirming a security interest in any of the Collateral and any other security granted by the Corporation and the Guarantors securing or intending to secure the payment of the Principal Amount and the performance of the obligations of the Corporation under this Debenture, the obligations of the Guarantors under the Guarantees and the payment of the principal amount and performance of the obligations of the Corporation under the other Convertible Debentures.

“SeniorSecured Debt” shall include any amounts outstanding under the Scotia Facility as well as any capital leases or purchase money obligations.

| - 18 - |

| --- |

“ShareReorganization” has the meaning specified in Section 6.4(2).

“StockExchange” means, as at any date, any stock exchange upon which the Corporation has listed the Common Shares for trading.

“SubscriptionAgreement” means the agreement dated as of March 10, 2020 between the Holder and the Corporation pursuant to which, among other things, the Holder agreed to subscribe for and purchase, and the Corporation agreed to issue and sell, this Debenture.

“Subsidiary” means, in respect of any Person, another Person that is Controlled by such first-mentioned Person.

“TaxAct” means the Income Tax Act (Canada), as amended from time to time.

“Taxes” means any taxes, duties, fees, premiums, assessments, imposts, royalties, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment.

**“**TotalDebt” means the sum of amounts outstanding under the Convertible Debentures and the Scotia Facility, together with any amounts falling within paragraphs (a) to (g) of the definition of “Debt”.

“TradingDay” means any day on which the TSX is open for trading or quotation.

“Transaction” has the meaning specified in Section 5.4(3).

“TransactionDocuments” means, collectively, this Debenture, the Investor Rights Agreement, the Subscription Agreement, the other Convertible Debentures, the Security Documents and any agreement, certificate, statement or report furnished in connection therewith.

“TransactionNotice” has the meaning specified in Section 5.4(3).

“TransactionRedemption Price” has the meaning specified in Section 5.4(3).

“TSX” means the Toronto Stock Exchange.

“VAT Facility” means a credit facility established by a commercial bank licensed in Mexico or Brazil in favour of any Guarantor organized under laws of Mexico or Brazil (or any political subdivision thereof) which credit facility is used solely to finance cash flow an amount equal to the value-added tax refund the relevant Guarantor is owed by the applicable Governmental Entity.

| - 19 - |

| --- |

“VAT Proceeds Account” means any bank account of a Guarantor maintained with a Brazilian or Mexican bank for the sole purpose of depositing value-added tax refunds and borrowings under the corresponding VAT Facility.

Section 2.2 Control

(a)	For the purposes of this Agreement:
(i)	a Person Controls a body corporate if securities of the body corporate to which are attached more<br>than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by such Person and the votes<br>attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
---	---
(ii)	a Person Controls an unincorporated entity, other than a limited partnership, if more than 50%<br>of the ownership interests, however designated, into which the entity is divided are beneficially owned by such Person and such<br>Person is able to direct the business and affairs of the entity; and
---	---
(iii)	the general partner of a limited partnership Controls the limited partnership.
---	---
(b)	A Person who Controls an entity is deemed to Control any entity that is Controlled, or deemed to<br>be Controlled, by the entity.
---	---
(c)	A Person is deemed to Control, within the meaning of Section 2.2(a)(i) or Section 2.2(a)(ii),<br>an entity if the aggregate of:
---	---
(i)	any securities of such entity that are beneficially owned by that Person; and
---	---
(ii)	any securities of such<br>entity that are beneficially owned by any entity Controlled by that Person;
---	---

is such that, if such Person and all of the entities referred to in Section 2.2(c)(ii) that beneficially own securities of such entity were one Person, such Person would Control such entity.

Section 2.3 Genderand Number.

Any reference in this Debenture to gender includes all genders and words importing the singular number only include the plural and vice versa.

Section 2.4 Headings,etc.

The division of this Debenture into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect the interpretation of this Debenture.

| - 20 - |

| --- |

Section 2.5 Currency.

All references in this Debenture to dollars, unless otherwise specifically indicated, are references to U.S. dollars.

Section 2.6 CertainPhrases, etc.

In this Debenture (i) (y) the words “including” and “includes” mean “including (or includes)without limitation” and (z) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication,of”, and (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 2.7 DutchTerms.

In this Debenture where it relates to a Dutch person or entity, a reference to:

(a)	an "administrator" includes a bewindvoerder;
(b)	an "attachment" includes a beslag;
---	---
(c)	a "moratorium" includes surseance van betaling and "granted a moratorium"<br>includes surseance verleend;
---	---
(d)	a "security interest" includes any mortgage (hypotheek), pledge (pandrecht),<br>retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie),<br>right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht) created for the purpose<br>of granting security (goederenrechtelijk zekerheidsrecht);
---	---
(e)	a "trustee in bankruptcy" includes a curator; and
---	---
(f)	a "winding up" or "dissolution" (and any of those terms) includes a Dutch entity<br>being declared bankrupt (failliet verklaard) or dissolved (ontbonden).
---	---

Section 2.8 AccountingTerms.

All accounting terms not specifically defined in this Debenture shall be interpreted in accordance with IFRS.

Article 3GUARANTEES AND SECURITY

Section 3.1 Guarantees.

(a)

Concurrently with the delivery of this Debenture, the Corporation shall cause a Guarantee to be provided or confirmed by each Guarantor in favour of the Convertible Debentures Agent whereby each Guarantor unconditionally and without limitation guarantees the payment of the Principal Amount and the performance of the obligations of the Corporation under this Debenture and the other Convertible Debentures.

| - 21 - |

| --- | | (b) | The Corporation will promptly give notice to the Holder of any Person (including any Subsidiary of the Corporation) becoming a Material Subsidiary after the date hereof. The Corporation covenants to cause a Guarantee, together with Security Documents securing such Guarantee, to be provided by any such Person which becomes a Material Subsidiary after the date hereof as soon as possible and in any event not later than 30 days after such Person has become a Material Subsidiary. | | --- | --- |

Section 3.2 Security.

Concurrently with the delivery of this Debenture, the Corporation shall provide, or cause to be provided, the Security Documents.

Article 4REPRESENTATIONS AND WARRANTIES

Section 4.1 Representationsand Warranties.

The representations and warranties of the Corporation contained in the Subscription Agreement are incorporated by reference into this Debenture.

Section 4.2 Survivalof Representations and Warranties.

The representations and warranties of the Corporation in the Transaction Documents shall not merge in or be prejudiced by and shall survive any advance and shall continue in full force and effect so long as any amounts are owing by the Corporation to the Holder.

Article 5COVENANTS

Section 5.1 PositiveCovenants.

The Corporation covenants and agrees with the Holder that, for as long as any part of the Principal Amount remains outstanding, it will, and will cause each of its Material Subsidiaries to:

(a)	pay or cause to be paid all principal, interest and other amounts payable under this Debenture<br>punctually when due;
(b)	maintain a second ranking (subject to Permitted Encumbrances)<br>perfected security interest in the security contemplated hereunder and under the Security Documents;
---	---
(c)	maintain and preserve its existence, organization and status in its jurisdiction of incorporation<br>and make all corporate and other filings and registrations in each relevant jurisdiction necessary or advisable in connection therewith;
---	---
(d)	defend, protect and maintain its property from all material adverse claims;
---	---
(e)	obtain, as and when required, and maintain in good standing all material permits and approvals<br>necessary for the ownership of its property and for the conduct of its business in each relevant jurisdiction, and carry on and<br>continuously operate its business in a commercially prudent manner, unless the failure to do so could not reasonably be expected<br>to result in a Material Adverse Effect;
---	---

| - 22 - |

| --- | | (f) | maintain, preserve, protect and keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and make necessary and proper repairs, renewals and replacements so that its business may be properly conducted at all times, all in accordance with generally accepted international engineering and operating practices and international mining standards; | | --- | --- | | (g) | duly file on a timely basis all Tax returns required to be filed by it and duly and punctually pay all Taxes levied or assessed against it or its property, unless they are being contested in good faith by appropriate proceedings and it has made adequate provision for payment of the contested amount; | | --- | --- | | (h) | promptly give notice to the Holder of: | | --- | --- | | (i) | any Event of Default or default hereunder that may reasonably be expected to become an Event of Default of which it becomes aware, using reasonable diligence, together with a statement of an officer of the Corporation setting forth the details of such Event of Default and the action which has been, or is proposed to be, taken with respect thereto; | | --- | --- | | (ii) | any material default by the Corporation of its obligations under Canadian Securities Laws or the requirements of any Stock Exchange; | | --- | --- | | (iii) | any order, ruling or determination of any Stock Exchange or securities regulatory authority having the effect of suspending the sale or ceasing the trading of any securities of the Corporation; | | --- | --- | | (iv) | any material litigation, arbitration or other proceeding commenced or threatened against it or affecting it; | | --- | --- | | (v) | any matter or other information of which it becomes aware and which would reasonably be expected to have a Material Adverse Effect, together with a statement of an officer of the Corporation describing the nature of such matter or other information and the anticipated effects thereof; and | | --- | --- | | (vi) | any other material change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, | | --- | --- |

and from time to time provide the Holder with all reasonable information requested by the Holder concerning the status of any of the foregoing;

| - 23 - |

| --- | | (i) | maintain or cause to be maintained insurance with international insurance companies with AM Best rating of not less than A- with respect to the Corporation’s and the Material Subsidiaries’ properties and business against such casualties and contingencies, of such types, and in such amounts as is customary in the case for similar businesses operating in similar geographic locations; | | --- | --- | | (j) | comply with Applicable Laws, such compliance to include (without limitation) its qualification as a foreign corporation in all jurisdictions in which such qualification is legally required for the conduct of its business, unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect; | | --- | --- | | (k) | use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX and the NYSE American, and take all steps necessary to ensure that any Common Shares issued to the Holder pursuant to the terms of this Debenture are listed and posted for trading on such Stock Exchanges (subject, in the case of any Common Shares issued to the Holder pursuant to the terms of this Debenture, to any applicable hold periods, not to exceed four months plus one day), and will use commercially reasonable efforts to maintain such listing and posting for trading of such Common Shares on such Stock Exchanges, and will use commercially reasonable efforts to maintain the Corporation’s status as a “reporting issuer” not in default of the requirements of the Canadian Securities Laws; provided, however, that nothing in this Section 5.1(k) shall prevent or restrict the Corporation from engaging in a transaction to which Section 5.4 applies even if as a result of such transaction the Corporation ceases to be a “reporting issuer” in all or any jurisdictions of Canada or the Common shares cease to be listed on the TSX or NYSE American (or any other stock exchange); | | --- | --- | | (l) | (i) provided that no Event of Default has occurred and is continuing, provide to the Holder and any of its representatives all such information and records under its control as may be reasonably requested by the Holder to determine the Corporation’s compliance with this Debenture or to exercise or enforce the Holder’s rights thereunder, and (ii) while an Event of Default has occurred and is continuing, permit the Holder and any of its representatives, at reasonable times and customary intervals during normal business hours and at the cost of the Corporation, to inspect any of its property, to visit its offices and to discuss its financial matters with its financial officers or its accountants and to examine any of its books or corporate records as may be reasonably requested by the Holder; | | --- | --- | | (m) | comply with all Governmental Authorizations that are necessary for the ownership or lease of its properties or the conduct of its businesses including, as applicable, for exploration, development and operation (as applicable) of the material assets of the Corporation or its Subsidiaries, unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect; | | --- | --- | | (n) | as soon as reasonably possible and in no event later than 20 Business Days after the Issue Date, cause the articles of association of each of Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Lux Holdings B.V. and Leagold Pilar Holdings B.V. to be amended to grant the right to any pledgee (and usufructuary) with voting rights to convene general shareholder meetings for each of the foregoing entities; and | | --- | --- |

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| --- | | (o) | as soon as reasonably possible and in no event later than 20 Business Days after the Issue Date, cause item 3 of the articles of incorporation of MXN Silver Corp. to be amended to add the following: | | --- | --- |

“Notwithstanding anything contained in these Articles, the directors shall not decline to register any transfer of shares, nor may they suspend registration thereof where such transfer is executed by any shareholder or by any bank, company or institution to whom such shares have been charged by way of security, or by any nominee of such a bank, company or institution, pursuant to the power of sale under such security, and a certificate by any official of such bank, company or institution that the shares were so charged and the transfer was so executed shall be conclusive evidence of such facts.".

Section 5.2 NegativeCovenants.

The Corporation covenants and agrees with the Holder that, for as long as any part of the Principal Amount remains outstanding, it will not, and will cause its Material Subsidiaries not to, except with the Holder’s prior written consent:

(a)	create, incur, assume or permit to exist any Debt other than Permitted Debt;
(b)	save and except for the<br>royalties described in Schedule L to the Scotia Facility, the Existing Stream Agreements<br>and the Offtake Agreements, the Corporation shall not, and shall not suffer or permit any Material Subsidiary to, be a party<br>to any streaming, metal prepay or royalty arrangement other than resulting from (and not in contemplation of) a Permitted Corporate<br>Reorganization or a Permitted Capital Reorganization or a pre-existing royalty agreement and/or streaming agreement for which a<br>Material Subsidiary becomes liable after the Issue Date by virtue of a Permitted Acquisition (as defined in the Scotia Facility)<br>(but not, for the avoidance of doubt, as consideration for such Permitted Acquisition);
---	---
(c)	enter into any transaction involving a consolidation, amalgamation or merger with or into, or reorganization,<br>reincorporation or reconstitution into or as another entity (other than the Corporation or<br>another Material Subsidiary), or continuance or redomiciliation into another jurisdiction, other than a Permitted Corporate Reorganization;
---	---
(d)	change in any material respect the nature of the business or operations of the Corporation or any<br>of the Material Subsidiaries existing as of the date hereof;
---	---
(e)	create, or permit to exist, any Encumbrances in respect of any of the assets, property and undertakings<br>now owned or hereafter acquired by the Corporation or any of the Material Subsidiaries, except for Permitted Encumbrances;
---	---

| - 25 - |

| --- | | (f) | dispose of or transfer to any Person any interest in the assets of the Corporation or a Material Subsidiary except in connection with a Permitted Disposal, a Permitted Corporate Reorganization or a Permitted Capital Reorganization; | | --- | --- | | (g) | transfer any shares it holds in any Material Subsidiary other than in connection with a Permitted Corporate Reorganization or a Permitted Capital Reorganization; | | --- | --- | | (h) | pay any amount to the holders of Common Shares by way of dividend, return of capital or otherwise, other than as permitted under the Scotia Facility as of the Issue Date; | | --- | --- | | (i) | purchase, redeem or otherwise acquire any of the Common Shares; | | --- | --- | | (j) | engage in any transactions with Persons not dealing at arm’s length (as defined in the IncomeTax Act (Canada)) with the Corporation except: (A) with respect to the transactions permitted by paragraphs (h) and (i) of the definition of “Permitted Debt”, (B) with other Guarantors; or (C) in the ordinary course, and pursuant to the reasonable requirements, of business; in each such case, at prices and on terms not less favourable to the Corporation than could be obtained in a comparable arm’s length transaction with another Person; | | --- | --- | | (k) | incur any unfunded liability or contingent liability with respect to a defined benefit pension plan for any employees if such liability would reasonably be expected to have a Material Adverse Effect; | | --- | --- | | (l) | enter into any Hedging Arrangements other than Permitted Hedging Arrangements or as permitted under the Scotia Facility; | | --- | --- | | (m) | make any loan to any other Person other than between the Corporation and a Guarantor, other than (i) any loan made to an Immaterial Subsidiary up to an aggregate amount of $1,000,000 and (ii) any loan made since the Issue Date for business purposes only and in the ordinary course of business up to an aggregate amount of $50,000,000; and | | --- | --- | | (n) | allow the aggregate balance of all amounts held in the ABN Accounts to exceed $3,000,000 at close of business on any day, | | --- | --- |

provided, however, that nothing in this Section 5.2 shall prevent or restrict a transaction to which Section 5.4 applies.

Section 5.3 FinancialCovenants.

The Corporation covenants and agrees with the Holder that, for as long as any part of the Principal Amount remains outstanding, it shall ensure that it maintains on the Issue Date and at the end of each fiscal quarter, on a consolidated basis:

(a)	a Senior Secured Debt<br>to Rolling EBITDA ratio of less than 4.00:1; and

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| --- | | (b) | a Total Debt to Rolling EBITDA ratio of less than 4.50:1. | | --- | --- |

Section 5.4 Corporationmay Consolidate, etc., Only on Certain Terms.

(1)	The Corporation may not, without the consent of the Holder, consolidate with or amalgamate or merge<br>with or into any Person (other than a Material Subsidiary of the Corporation) if such consolidation, amalgamation or merger would<br>result in a change of Control of the Corporation or sell, convey, transfer or lease all or substantially all of the properties<br>and assets of the Corporation to another Person (other than a Material Subsidiary of the Corporation) unless:
(a)	the Person formed by such consolidation or into which the Corporation is amalgamated or merged,<br>or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the properties and assets of the<br>Corporation is a corporation, organized and existing under the laws of Canada or any province or territory thereof or the laws<br>of the United States or any state thereof and such corporation (if other than the Corporation or the continuing corporation resulting<br>from the amalgamation of the Corporation with another corporation under the laws of Canada or any province or territory thereof)<br>expressly assumes, by a supplement hereto, executed and delivered to the Holder, in form satisfactory to the Holder, acting reasonably,<br>the obligations of the Corporation under this Debenture and the performance or observance of every covenant and provision of this<br>Debenture required on the part of the Corporation to be performed or observed and the conversion rights shall be provided for in<br>accordance with Article 6, by the Person (if other than the Corporation or the continuing corporation resulting from the amalgamation<br>of the Corporation with another corporation under the laws of Canada or any province or territory thereof) formed by such consolidation<br>or into which the Corporation shall have been merged or by the Person which shall have acquired the Corporation’s assets;
---	---
(b)	after giving effect to such transaction, no Event of Default, and no event which, after notice<br>or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;
---	---
(c)	if the Corporation or the continuing corporation resulting from the amalgamation or merger of the<br>Corporation with another Person under the laws of Canada or any province or territory thereof or the laws of the United States<br>or any state thereof will not be the resulting, continuing or surviving corporation, the Corporation shall have, at or prior to<br>the effective date of such consolidation, amalgamation, merger or sale, conveyance, transfer or lease, delivered to the Holder<br>a certificate of the Corporation and an opinion of counsel, each stating that such consolidation, merger or transfer complies with<br>this Section 5.4 and, if a supplement hereto is required in connection with such transaction, such supplement complies with<br>this Section 5.4, and that all conditions precedent herein provided for relating to such transaction have been complied with;<br>and
---	---
(d)	the<br>Holder is provided with the Transaction Notice as set out in Section 5.4(3) and the<br>Corporation complies with Section 5.4(4).
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| --- | | (2) | For purposes of this Section 5.4, the sale, conveyance, transfer or lease (in a single transaction or a series of related transactions) of the properties or assets of one or more Material Subsidiaries of the Corporation (other than to the Corporation or another Material Subsidiary of the Corporation), which, if such properties or assets were directly owned by the Corporation, would constitute all or substantially all of the properties and assets of the Corporation and its Material Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Corporation. | | --- | --- | | (3) | If the Corporation wishes to effect any transaction contemplated in Section 5.4(1) (a “Transaction”), in addition to the conditions to such Transaction set out in Section 5.4(1), it shall give notice to such effect to the Holder (the “TransactionNotice”), containing: (i) reasonable details of the Transaction and parties involved; and (ii) an offer to purchase the Debenture for an amount equal to 130% of the outstanding Principal Amount (the “Transaction Redemption Price”) plus accrued and unpaid interest thereon up to, but excluding, the date of purchase. The Transaction Notice shall also contain (i) a statement that the completion of the Transaction will not have a Material Adverse Effect; (ii) an undertaking of the Corporation to comply, or to cause the Person formed by or resulting from the Transaction or acquiring the Corporation’s assets pursuant to the Transaction, as applicable, to comply, with Section 5.4(1) and to deliver or cause to be delivered to the Holder contemporaneously with the completion of the Transaction, any Security Documents and/or amendments thereto, certificates, opinions and other things or documents as the Holder may reasonably request to ensure the completion of the Transaction shall not adversely affect any rights of the Holder under this Debenture or any Security Documents; (iii) a statement that no Event of Default has occurred and is continuing at the time of the completion of the Transaction or would arise immediately thereafter; and (iv) a statement that interest upon the Principal Amount of this Debenture will cease to be payable from and after the closing date of the Transaction. The closing date of the Transaction shall not be more than 90 days following the date the Transaction Notice is given, failing which another Transaction Notice shall be given. | | --- | --- | | (4) | The Holder may, within 15 days of receipt of the Transaction Notice, elect to sell this Debenture to the Corporation by giving notice to such effect to the Corporation, in which case the Corporation shall make, on the closing date of the Transaction, a cash payment to the Holder in the amount equal to the Transaction Redemption Price, and the provisions of Section 7.4 shall thereafter apply, necessary changes being made. | | --- | --- |

Article 6CONVERSION OF DEBENTURE

Section 6.1 Conversionof Debenture into Common Shares.

(1)	The outstanding Principal Amount is convertible, in whole or in part, into Common Shares at the<br>Conversion Price, at the Holder’s option and in accordance with the rights of the Holder as set out in this Debenture (the<br>“Conversion Rights”).

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| --- | | (2) | Subject to adjustment in accordance with the terms of this Article 6, the price per Common Share at which the Principal Amount is convertible will be US$7.80 per Common Share (the “ConversionPrice”). | | --- | --- | | (3) | The Holder’s Conversion Rights pursuant to this Article 6 shall extend only to the maximum number of whole Common Shares into which the aggregate Principal Amount of the Debenture surrendered for conversion at any one time by the Holder may be converted in accordance with the provisions of this Article 6. Fractional interests in Common Shares shall be adjusted for in the manner provided below. | | --- | --- |

Section 6.2 Mannerof Exercise of Conversion Rights.

The Holder may exercise its Conversion Rights by giving notice to the Corporation (a ”Conversion Notice”) in the form attached hereto as Exhibit A. The exercise of Conversion Rights pursuant to a Conversion Notice will be deemed to constitute an agreement between the Holder and the Corporation whereby:

(1)	the Holder subscribes for the number of Common Shares which the Holder is entitled to receive on<br>such conversion and the Corporation will issue such securities to the Holder as fully paid and<br>non-assessable Common Shares;
(2)	in the case of only a partial conversion of the Principal Amount upon the exercise of the Conversion<br>Rights, the Corporation shall issue a replacement Debenture substantially in the form of this Debenture setting out the balance<br>of the Principal Amount that remains outstanding after such partial conversion; and
---	---
(3)	the Corporation agrees that the exercise of the Conversion Rights of the Holder constitute full<br>payment of the subscription price for the Common Shares issuable upon such conversion.
---	---

The Holder will be entitled to be entered in the books and registers of the Corporation as at the Conversion Date as the holder of the number of Common Shares into which the Principal Amount, or a part thereof, of this Debenture has been converted and as soon as practicable, and in any event within 3 Business Days of the issue of the Common Shares on conversion of this Debenture, procure the issue of a holding statement or such other certificate evidencing the Common Shares to the Holder (or its nominee) in respect of the Common Shares issued on conversion of this Debenture.

Section 6.3 AccruedInterest, etc.

(1)	From and after the Conversion Date, if the number<br>of Common Shares which the Holder is entitled to receive on such Conversion will have been<br>issued to the Holder as provided in the Conversion Notice, interest upon the Principal Amount<br>so converted will cease, and such interest accrued and<br>unpaid up to but excluding the Conversion Date will thereupon be and become due and payable<br>on the applicable payment date as provided for in Section 1.2(2), anything herein to the contrary notwithstanding.
(2)	As of and from the Conversion Date, the Common Shares so issued shall, for all purposes, be and<br>be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
---	---

(1)

From and after the Conversion Date, if the number of Common Shares which the Holder is entitled to receive on such Conversion will have been issued to the Holder as provided in the Conversion Notice, interest upon the Principal Amount so converted will cease, and such interest accrued and unpaid up to but excluding the Conversion Date will thereupon be and become due and payable on the applicable payment date as provided for in Section 1.2(2), anything herein to the contrary notwithstanding.

(2)

As of and from the Conversion Date, the Common Shares so issued shall, for all purposes, be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

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| - 29 - |

| --- |

Section 6.4 Adjustmentof Conversion Price.

(1)	The Conversion Price in effect at any date shall be subject to adjustment from time to time as<br>provided for in this Section 6.4.
(2)	If and whenever at any time after the date hereof and during which any part of the Principal Amount<br>remains outstanding, the Corporation shall, subject to Section 5.2, (i) subdivide, re-divide or change its then outstanding<br>Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into<br>a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares)<br>to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution<br>(any of such events herein called a “Share Reorganization”), then the Conversion Price shall be adjusted effective<br>immediately after the effective date of any such Share Reorganization in (i) or (ii) above or the record date at which the holders<br>of Common Shares are determined for the purpose of any such stock dividend or other distribution in (iii) above, as the case may<br>be, by multiplying the Conversion Price in effect on such effective date or record date, as the case may be, by a fraction, (y)<br>the numerator of which shall be the number of Common Shares outstanding on such effective date or record date, as the case may<br>be, before giving effect to such Share Reorganization and (z) the denominator of which shall be the number of Common Shares outstanding<br>immediately after giving effect to such Share Reorganization including, in the case where securities exchangeable for or convertible<br>into Common Shares are distributed, the number of Common Shares that would be outstanding if such securities were exchanged for<br>or converted into Common Shares.
---	---
(3)	If and whenever at any time after the date hereof and during which any part of the Principal Amount<br>remains outstanding, there is, subject to Section 5.2, a capital reorganization of the Corporation or a reclassification or<br>other change in the Common Shares (other than a Share Reorganization), or a consolidation or merger, amalgamation or arrangement<br>of the Corporation with or into any other corporation or other entity (other than a consolidation, merger, amalgamation or arrangement<br>which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities),<br>or a transfer of all or substantially all of the Corporation’s undertaking and assets to another corporation or other entity<br>in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events herein<br>called a “Capital Reorganization”), then the Holder shall be entitled to receive, subject to Section 5.2,<br>and shall accept, upon the exercise of its Conversion Rights, in lieu of the number of Common Shares to which the Holder was theretofore<br>entitled on Conversion, the kind and amount of shares, share purchase warrants or other securities or money or other property that<br>the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the<br>Holder had been the registered holder of the number of Common Shares to which the Holder was entitled upon the exercise of its<br>Conversion Rights.
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(4)	If and whenever at any time after the date hereof and during which any part of the Principal Amount<br>remains outstanding, any of the events set out in Section 6.4(2) or Section 6.4(3) shall occur and the occurrence of<br>such event results in an adjustment of the Conversion Price pursuant to the provisions of Section 6.4(2) or Section 6.4(3),<br>as the case may be, then the number of Common Shares issuable pursuant to this Debenture shall be adjusted contemporaneously with<br>the adjustment of the Conversion Price by multiplying the number of Common Shares then otherwise issuable upon Conversion immediately<br>prior to such adjustment by a fraction (y) the numerator of which shall be the Conversion Price in effect immediately prior to<br>such adjustment, and (z) the denominator of which shall be the Conversion Price resulting from such adjustment.
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| --- |

(5)	If any question arises with respect to the adjustments provided in this Section 6.4, such<br>question shall be conclusively determined by a firm of chartered professional accountants appointed by the Corporation and acceptable<br>to the Holder. Such chartered professional accountants shall be given access to all necessary records of the Corporation and their<br>determination shall be binding upon the Corporation and the Holder.
(6)	In the case of any reclassification of, or other change in, the outstanding Common Shares (other<br>than a Share Reorganization or a Capital Reorganization), the number of Common Shares which may be acquired pursuant to Section 6.1<br>and the Conversion Price shall be adjusted in such manner as the Corporation, with the approval of the Holder, determine to be<br>appropriate on a basis consistent with this Section 6.4, so that the Holder will not be unfairly diluted.
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(7)	If necessary, appropriate adjustments shall be made in the application of the provisions set forth<br>in this Article 6 with respect to the rights and interests thereafter of the Holder so that the provisions set forth in this<br>Article 6 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other<br>securities or property thereafter deliverable upon the conversion of this Debenture. Any such adjustments shall be made by and<br>set forth in a supplemental debenture approved by the Corporation and the Holder and shall for all purposes be conclusively deemed<br>to be an appropriate adjustment.
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Section 6.5 Restrictionson Conversion.

(1)	The Holder shall be prohibited from converting this Debenture or obtaining Common Shares as a result<br>of a Conversion for a number of shares which would result in the Holder’s holding more than 20% of the issued and outstanding<br>Common Shares (taking into account all other Common Shares held by the Holder), unless shareholder approval is obtained by the<br>Corporation in accordance with Applicable Laws. In such an event, the Holder shall only be entitled to receive such number of Common<br>Shares that will have the effect of the Holder’s holding up to 19.9% of the issued and outstanding Common Shares of the Corporation,<br>on a non-diluted basis, and the remaining portion of this Debenture that is therefore not converted shall remain outstanding Debt<br>of the Corporation in accordance with the terms of this Debenture.
(2)	If a notification and the authorization from the Mexican Federal Economic Competition Commission<br>(Comisión Federal de Competencia Económica), under the Mexican Federal Economic Competition Law (Ley Federalde Competencia Económica) and the regulations thereunder (the “Mexican Competition Approval”), is<br>required at the time of the converting of this Debenture or obtaining Common Shares and such Mexican Competition Approval has not<br>been obtained to the satisfaction of the Holder prior to closing of the conversion, then the Corporation shall only issue to Holder<br>that number of Common Shares, if any, such that Mexican Competition Approval is not required, and the remaining portion of this<br>Debenture that is therefore not converted shall remain outstanding Debt of the Corporation in accordance with the terms of this<br>Debenture.
---	---

(1)

The Holder shall be prohibited from converting this Debenture or obtaining Common Shares as a result of a Conversion for a number of shares which would result in the Holder’s holding more than 20% of the issued and outstanding Common Shares (taking into account all other Common Shares held by the Holder), unless shareholder approval is obtained by the Corporation in accordance with Applicable Laws. In such an event, the Holder shall only be entitled to receive such number of Common Shares that will have the effect of the Holder’s holding up to 19.9% of the issued and outstanding Common Shares of the Corporation, on a non-diluted basis, and the remaining portion of this Debenture that is therefore not converted shall remain outstanding Debt of the Corporation in accordance with the terms of this Debenture.

(2)

If a notification and the authorization from the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica), under the Mexican Federal Economic Competition Law (Ley Federalde Competencia Económica) and the regulations thereunder (the “Mexican Competition Approval”), is required at the time of the converting of this Debenture or obtaining Common Shares and such Mexican Competition Approval has not been obtained to the satisfaction of the Holder prior to closing of the conversion, then the Corporation shall only issue to Holder that number of Common Shares, if any, such that Mexican Competition Approval is not required, and the remaining portion of this Debenture that is therefore not converted shall remain outstanding Debt of the Corporation in accordance with the terms of this Debenture.

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Section 6.6 NoRequirement to Issue Fractional Shares.

Conversions pursuant to this Article 6 will extend only to the maximum number of whole Common Shares into which all or a portion of the Principal Amount to be converted may be converted in accordance with the provisions hereof. The Corporation will not be required to issue fractional Common Shares upon conversion of all or a portion of the Principal Amount, but any fractional Common Share will be rounded up to the next whole number.

Section 6.7 Certificateas to Adjustment.

The Corporation shall, from time to time immediately after the occurrence of any event which requires an adjustment or re-adjustment as provided in Section 6.4, deliver a certificate of the Corporation to the Holder specifying the nature of the event requiring the same and the amount of the necessary adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. If requested by the Holder, the certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of chartered accountants (who may be the Corporation’s auditors) appointed by the Corporation and acceptable to the Holder and, when approved by the Corporation, shall be conclusive and binding on all parties in interest.

Section 6.8 Noticeof Special Matters.

The Corporation shall give notice to the Holder, in the manner provided in Section 9.4, of its intention to fix a record date for any event mentioned in Section 6.4 which may give rise to an adjustment in the number of Common Shares which may be acquired pursuant to Section 6.1, and, in each case, the notice shall specify the particulars of the event and the record date and the effective date for the event; provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to the applicable record date.

Section 6.9 Reservationand Listing of Common Shares.

The Corporation undertakes in favour of the Holder, so long as any Conversion Rights in respect of this Debenture may be exercised, and, without limiting the generality of the foregoing, as a condition to the taking of any action which would require an adjustment to the Conversion Price pursuant to Article 6, to ensure that any and all Common Shares issued upon the conversion of the Principal Amount are, upon having been issued, duly and validly issued and allotted, fully paid and non-assessable, freely tradable and free of any prior subscription or other right, subject to resale restrictions under Canadian Securities Laws and rules and policies of the TSX or any other applicable Stock Exchange. The Corporation will, at its expense and as expeditiously as possible, use its reasonable commercial efforts to cause all Common Shares issuable upon the conversion of all or a portion of the Principal Amount to be duly listed on the TSX and NYSE American or any other Stock Exchange upon which the Common Shares are, as of the Conversion Date, listed**.**

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Article 7REDEMPTION OF DEBENTURE AND CALL RIGHT

Section 7.1 Redemption.

Provided that no Event of Default has occurred and is continuing, all, but not less than all, of the outstanding Principal Amount (and related accrued interest) of this Debenture shall be redeemable after March 10, 2023 (the “Call Date”) in the manner hereinafter provided and in accordance with and subject to the provisions hereinafter set forth (the “Call Right”).

Section 7.2 Mannerof Exercise of Call Right.

(1)	On<br>or after the Call Date, and subject to compliance with Applicable Law and obtaining any<br>required Governmental Authorization, the<br>Corporation may exercise the Call Right by giving notice to such effect to the Holder (the “Call Notice”),<br>provided that (i) the 90-Day VWAP will have been greater than US$10.14 on each Trading Day during a period of 30 consecutive<br>Trading Days immediately preceding the date on which such Call Notice is given, and (ii) the Corporation will have provided to<br>the Holder a statement of an officer of the Corporation confirming the 90-Day VWAP for each of such Trading Days.
(2)	The Call Notice shall specify (i) the Principal<br>Amount and related accrued interest outstanding, (ii) the applicable Conversion Price if<br>the Holder selects the Conversion Option, (iii) the Redemption Price if the Holder selects the Liquidity Option, and (iv) the<br>proposed date for redemption, which shall be not more than 90 days following the expiry of the Liquidity Option Period (the<br>“Redemption Date”), and it shall state that interest upon the Principal Amount of this Debenture will cease<br>to be payable from and after the Redemption Date.
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(1)

On or after the Call Date, and subject to compliance with Applicable Law and obtaining any required Governmental Authorization, the Corporation may exercise the Call Right by giving notice to such effect to the Holder (the “Call Notice”), provided that (i) the 90-Day VWAP will have been greater than US$10.14 on each Trading Day during a period of 30 consecutive Trading Days immediately preceding the date on which such Call Notice is given, and (ii) the Corporation will have provided to the Holder a statement of an officer of the Corporation confirming the 90-Day VWAP for each of such Trading Days.

(2)

The Call Notice shall specify (i) the Principal Amount and related accrued interest outstanding, (ii) the applicable Conversion Price if the Holder selects the Conversion Option, (iii) the Redemption Price if the Holder selects the Liquidity Option, and (iv) the proposed date for redemption, which shall be not more than 90 days following the expiry of the Liquidity Option Period (the “Redemption Date”), and it shall state that interest upon the Principal Amount of this Debenture will cease to be payable from and after the Redemption Date.

---

Section 7.3 LiquidityOption.

The redemption of this Debenture by the Corporation is subject to the provision that the Holder may, within 21 days of receipt of the Call Notice (the “Liquidity Option Period”), opt either (i) subject to Section 6.5, to convert, on the Redemption Date, all, but not less than all, of the outstanding Principal Amount of this Debenture into Common Shares in accordance with the terms of Article 6 (the “Conversion Option”) by giving to the Corporation a Conversion Notice in the manner provided in Section 6.2, in which case the provisions of Article 6 shall thereafter apply to such conversion of this Debenture into Common Shares; or (ii) to require that the Corporation make, on the Redemption Date, a cash payment to the Holder in the amount equal to the Redemption Price (the “Liquidity Option”) by giving notice to such effect to the Corporation (the “Liquidity Notice”), in which case the Corporation shall be required to make a cash payment to the Holder in the amount equal to the Redemption Price, on the Redemption Date. If the Holder does not provide the Corporation with notice of its selection by the expiry of the Liquidity Option Period, it shall be deemed to have selected the Conversion Option. Notwithstanding that (i) provides that the Conversion Option can only be made in respect of all, but not less than all, of the outstanding Principal Amount of this Debenture, if the Holder is prohibited by Section 6.5(2) from converting a portion of this Debenture into Common Shares, it may exercise the Conversion Option in respect of such portion of this Debenture which it is not prohibited from converting and the remaining portion of this Debenture that is therefore not converted shall remain outstanding Debt of the Corporation in accordance with the terms of this Debenture and shall not be redeemable by the Corporation pursuant to this Article 7.

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| --- |

Section 7.4 Debenture Due on Redemption Date.

(1)	The notice of the Holder’s selecting the Liquidity Option having been given as provided in<br>Section 7.3, this Debenture so called for redemption will thereupon be and become due and payable at the Redemption Price,<br>on the Redemption Date specified in the Call Notice, with the same effect as if it were the Maturity Date, anything herein to the<br>contrary notwithstanding; and from and after such Redemption Date, if the aggregate Redemption Price necessary to redeem this Debenture<br>will have been paid to the Holder as provided in the [Liquidity Notice], interest upon the Debenture will cease.
(2)	This<br>Debentures redeemed by the Corporation under this Article 7 shall<br>forthwith be delivered to the Corporation and shall be cancelled by the Corporation and no debenture shall be issued in substitution<br>thereof.
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(3)	If the aggregate<br>Redemption Price necessary to redeem this Debenture is not paid to the Holder on the Redemption Date as provided in the Liquidity<br>Notice, the Corporation’s Call Right shall thereafter be forfeited until the Maturity Date, and the provisions of this Article 7<br>shall thereafter be of no further force and effect.
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Article 8Events of Default

Section 8.1 Eventsof Default.

The occurrence of any of the following events shall constitute an “Event of Default” under this Debenture:

(a)	if the Corporation fails to pay the Principal Amount when the same becomes due and payable hereunder,<br>or if the Corporation fails to pay any amount of interest, fees or other obligations within 3 Business Days after the same becomes<br>due and payable hereunder;
(b)	if the Corporation fails to observe or perform any of its covenants or obligations contained in<br>the Transaction Documents in any material respect (not otherwise specifically dealt with in this Section 8.1) and such breach<br>or omission shall continue unremedied for more than 15 Business Days after the failure to observe or perform such covenant or obligation;
---	---
(c)	if the Corporation makes any representation or warranty under any of the Transaction Documents<br>which is incorrect or misleading in any material respect when made or deemed to be made and (i) the incorrect or misleading representation<br>or warranty is not capable of being remedied by the Corporation, or (ii) if the matter is capable of being remedied by the Corporation,<br>the same shall continue unremedied for more than 15 Business Days after the Corporation receives notice from the Holder of such<br>incorrect or misleading representation or warranty;
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| --- | | (d) | except in respect of the Scotia Facility, if any event or circumstance (including non-payment) shall occur under any agreement or instrument relating to Debt of the Corporation or any of its Material Subsidiaries, which would permit a Person to declare (whether immediately or with lapse of time or both) an amount in excess of $10,000,000 to become due prior to the stipulated date for repayment thereof or maturity (or in the case of Debt payable on demand or a guarantee, if any demand is made at all), and such circumstance shall continue unremedied after the expiry of the applicable grace period, if any, or if there is no grace period, for more than 30 days (provided that such grace period shall cease to apply if a demand has been made and any applicable grace period has expired or if the default is not being contested in good faith in appropriate proceedings), or if the Corporation or any of its Material Subsidiaries fails to pay Debt in an amount in excess of $10,000,000 when due; | | --- | --- | | (e) | if an “Event of Default” as defined under the Scotia Facility occurs which is continuing and has not been cured or waived to the satisfaction of the lenders under the Scotia Facility and any other “Finance Party” party to the Scotia Facility from time to time (as defined therein); | | --- | --- | | (f) | if an Insolvency Event occurs; | | --- | --- | | (g) | if any property of the Corporation or any of its Material Subsidiaries having a fair market value in excess of $10,000,000 shall be seized (including by way of execution, attachment, garnishment or distraint) or such property shall become subject to any receivership, or any charging order or equitable execution of a court, or any writ of enforcement, writ of execution or distress warrant with respect to obligations in excess of $10,000,000 shall exist in respect of the Corporation, its Material Subsidiaries, or such property, or any receiver, sheriff, civil enforcement agent or other person shall become lawfully entitled to seize or distrain upon any such property under any Applicable Law whereunder similar remedies are provided, and in any case such seizure, execution, attachment, garnishment, distraint, receivership, charging order or equitable execution, or other seizure or right, shall continue in effect and not stayed, released or discharged for more than 75 days; | | --- | --- | | (h) | if the Corporation denies its obligations under the Transaction Documents applicable to it or claims any of the Transaction Documents applicable to it to be invalid or withdrawn in whole or in part; or if any of the Transaction Documents or any material provision thereof becomes unlawful or is materially adversely changed by virtue of legislation or by a court, statutory board or commission; | | --- | --- | | (i) | if the Common Shares are voluntarily or involuntarily delisted or suspended from trading on a Stock Exchange for more than a period of 5 Trading Days or the Corporation is no longer a reporting issuer in every province of Canada in which is it a reporting issuer as of the Issue Date; | | --- | --- |

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| --- | | (j) | if any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Corporation or any of the Material Subsidiaries other than in connection with any Permitted Disposal, Permitted Corporate Reorganization and Permitted Capital Reorganization occurs; | | --- | --- | | (k) | any Transaction Document ceases to be valid, binding or enforceable in whole or in part or otherwise ceases to be in full force and (in each case) the same, in the opinion of the Holder has, or is likely to have, a Material Adverse Effect; and | | --- | --- | | (l) | if any event or circumstance occurs that has or could reasonably be expected to have a Material Adverse Effect. | | --- | --- |

Section 8.2 Accelerationand Termination of Rights.

If an Insolvency Event occurs, the Principal Amount and all accrued and unpaid interest will become immediately due and payable without the necessity of any demand upon or notice to the Corporation by the Holder. Upon the occurrence and during the continuance of any other Event of Default which has not been remedied or waived, the Holder may give notice to the Corporation declaring the Principal Amount and all accrued and unpaid interest to be forthwith due and payable, whereupon they shall become and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Corporation.

Section 8.3 Remedies.

Subject to the Convertible Debentures Agency Agreement, upon the making of a declaration contemplated by Section 8.2, the Holder may take such action or proceedings as the Holder in its sole discretion deems expedient to enforce the same, all without any additional notice, presentment, demand, protest or other formality, all of which are hereby expressly waived by the Corporation, including, for greater certainty, the exercise of any right, recourse or remedy under any Security Document.

Section 8.4 Waivers.

Subject to the Convertible Debentures Agency Agreement, the Holder may from time to time waive an Event of Default, absolutely or for a limited time and subject to such terms and conditions as the Holder may specify. No such waiver shall be construed to extend to the occurrence of any other Event of Default. Any such waiver may be given prospectively or retrospectively. No failure of the Holder to exercise, or delay by the Holder in exercising, any of its rights or remedies shall be construed as a waiver of any Event of Default.

Section 8.5 PerformObligations.

If an Event of Default has occurred and is continuing and if the Corporation has failed to perform any of its covenants or agreements in any of the Transaction Documents, the Holder may, on notice to the Corporation, but shall be under no obligation to, perform any such covenants or agreements in any manner deemed fit by the Holder without thereby waiving any rights to enforce the Transaction Documents. All sums expended by the Holder in doing so shall be payable forthwith by the Corporation.

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Section 8.6 RemediesCumulative.

The rights and remedies of the Holder under the Transaction Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by Applicable Law. Any single or partial exercise by the Holder of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which the Holder may be lawfully entitled for the same default or breach. Any waiver by the Holder of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained and any indulgence granted by the Holder shall be deemed not to be a waiver of any subsequent default.

Article 9MISCELLANEOUS

Section 9.1 Waiver.

(1)	No amendment or waiver of any provision of this Debenture,<br>nor consent to any departure by the Corporation or any other Person from such provisions, is effective unless in writing and approved<br>by the Corporation and the Holder. Any amendment, waiver or consent is effective only in the specific instance and for the specific<br>purpose for which it was given.
(2)	No failure on the part of the Holder to exercise, and no delay in exercising, any right under this<br>Debenture shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Debenture preclude<br>any other or further exercise of such right or the exercise of any other right.
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Section 9.2 OtherSecurities.

The rights of the Holder shall not be prejudiced nor shall the liabilities of the Corporation or of any other Person be reduced in any way by the taking of any other security of any nature or kind whatsoever either before, at or after the time of execution of this Debenture.

Section 9.3 Powerof Attorney.

The Corporation irrevocably appoints the Holder and its officers from time to time or any of them to be the attorneys of the Corporation in the name of and on behalf of the Corporation to execute, from and after the occurrence of an Event of Default which is continuing, such deeds, transfers, conveyances, assignments, assurances and things which the Corporation ought to execute and do under the covenants and provisions herein contained and generally to use the name of the Corporation in the exercise of all or any of the powers hereby conferred on the Holder.

Section 9.4 Notices,etc.

Any notice, direction or other communication to be given under this Debenture shall, except as otherwise permitted, be in writing and given by delivering it or sending it addressed:

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| --- | | (a) | if to the Corporation, to: Equinox Gold Corp. 700 West Pender St., Suite 1501 Vancouver, British Columbia V6C 1G8 Canada | | | --- | --- | --- | | | Attention: | [Redacted] | | | Facsimile: | [Redacted] | | | Email: | [Redacted] | | (b) | if to the Holder, to: MDC Industry Holding Company LLC Al Mamoura Building A Intersection of Muroor Road & 15^th^ Street P.O. Box 45005 Abu Dhabi United Arab Emirates | | | | Attention: | [Redacted] | | | Facsimile: | [Redacted] | | | Email: | [Redacted] |

Any such communication shall be deemed to have been validly and effectively given if (i) personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (local time in the place of delivery), otherwise on the next Business Day, (ii) transmitted by facsimile or other electronic communication with confirmation of transmission, on the Business Day following the date of transmission. Any party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the party at its changed address.

Section 9.5 Severability.

If any provision of this Debenture is deemed by any court of competent jurisdiction to be invalid or void, the remaining provisions shall remain in full force and effect.

Section 9.6 Indemnification.

The Corporation agrees to indemnify, save harmless, reimburse and compensate the Holder from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (except to the extent caused by the gross negligence or wilful misconduct of the Holder or any of its employees or a material breach by the Holder of any of its covenants contained herein) which may be imposed on, incurred by or asserted against the Holder and arising by reason of any action (including any action referred to herein) or inaction or omission to do any act legally required of the Corporation.

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Section 9.7 LiquidationPreference.

Notwithstanding the Conversion Rights of the Holder contained herein, this Debenture is a Debt obligation of the Corporation in respect of which it is intended that the Holder be entitled to receive, in preference to any distribution of the Corporation’s assets to the holders of the Common Shares, the Principal Amount and accrued and unpaid interest in the event of a liquidation or winding up of the Corporation.

Section 9.8 Successorsand Assigns, etc.

This Debenture may be assigned by the Holder without the consent of the Corporation to any Person, in whole or in part. The Corporation shall issue to any such Person a replacement debenture or replacement debentures, as applicable, substantially in the form of this Debenture setting out the applicable balance of the Principal Amount that remains outstanding after such assignment. This Debenture and all its provisions shall enure to the benefit of the Holder, its successors and assigns and shall be binding upon the Corporation, its successors and assigns. The Holder is the person entitled to receive the money payable hereunder and to give a discharge hereof. Presentment, notice of dishonour, protest and notice of protest hereof are hereby waived.

Section 9.9 Expenses.

Each party shall bear its own costs in connection with the transactions contemplated in the Transaction Documents.

Section 9.10 Taxes.

(1)	All payments by or on account of any obligation of the Corporation under this Debenture must be<br>made without deduction or withholding for any Indemnified Taxes, except as required by Applicable Law. If any Applicable Law requires<br>the deduction or withholding of any Indemnified Tax from any such payment, then the Corporation may make the deduction or withholding<br>and shall timely pay the full amount deducted or withheld to the relevant Governmental Entity in accordance<br>with Applicable Law and the sum payable by the Corporation to the Holder must be increased as necessary so that, after the deduction<br>or withholding has been made (including deductions and withholdings applicable to additional sums payable under this Section 9.10(1)),<br>the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made .
(2)	Without<br>duplication of any amounts payable pursuant to Section 9.10(1), the Corporation shall<br>pay all present or future stamp, court or documentary Taxes and any other similar Taxes which arise from any payment made under<br>this Debenture or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this<br>Debenture.
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(3)	Without<br>duplication of any amounts payable pursuant to Section 9.10(1) or Section 9.10(2),<br>the Corporation agrees to indemnify the Holder for (i) the full amount of Indemnified Taxes (including any Indemnified Taxes imposed<br>or asserted by any jurisdiction in respect of amounts payable under this Section 9.10(3)) payable by the Holder and (ii) any<br>reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes were correctly<br>or legally imposed or asserted by the relevant Governmental Entity. Payment under this Section 9.10(3) shall be made within<br>10 days after the date the Holder makes a demand therefor.
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| --- | | (4) | If the Holder determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Corporation or with respect to which the Corporation has paid additional amounts pursuant to Section 9.10(1), the Holder shall pay over such refund amount to the Corporation (but only to the extent of the indemnify payments made or additional amounts paid by the Corporation under Section 9.10(1) with respect to the Taxes giving rise to such refund, and only to the extent that the Holder is satisfied, acting reasonably, that it may do so without prejudice to its right, as against the relevant Governmental Entity, to retain such refund), net of all reasonable, documented out-of-pocket expenses (including Taxes) of the Holder and without interest (other than any net after-Tax interest paid by the relevant Governmental Entity with respect to such refunded); provided, that the Corporation, upon the request of the Holder, shall repay the amount so paid over to the Corporation to the Holder (plus any penalties, interest, or other charges imposed by the relevant Governmental Entity) if the Holder is subsequently required to repay such refund to such Governmental Entity. Nothing in this Section 9.10(4) shall (i) interfere with the right of the Holder to arrange its affairs in whatever manner it thinks fit and, in particular, the Holder shall not be under any obligation to claim relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it, or (ii) require the Holder to make available its tax returns (or any other information of the Holder relating to its Taxes which it reasonable deems confidential) to the Corporation or any other Person. | | --- | --- |

Section 9.11 CurrencyIndemnity.

If a judgement or order is rendered by any court or tribunal for the payment of any amount owing to the Holder under this Debenture or under or in respect of a judgement or order of another court or tribunal for the payment of such an amount, and the judgement or order is expressed in a currency other than the U.S. dollars (the “Judgement Currency”), the Corporation shall indemnify and hold the Holder harmless against any deficiency in terms of the U.S. dollars in the amounts received by the Holder arising or resulting from any variation as between (a) the actual rate of exchange at which the U.S. dollars are converted into the Judgement Currency for the purposes of the judgement or order, and (b) the actual rate of exchange at which the Holder is able to purchase the U.S. dollars with the amount of the Judgement Currency actually received by the Holder on the date of receipt. The indemnity in this Section 9.11 constitutes a separate and independent obligation from the other obligations of the Corporation under this Debenture and applies irrespective of any indulgence granted by the Holder.

Section 9.12 GoverningLaw.

This Debenture shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction. Each party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver (and appellate courts therefrom) and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum. However, nothing in this Debenture shall affect any right the Holder may otherwise have to bring any proceeding relating to this Debenture against the Corporation or its property in any other jurisdiction.

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Section 9.13 Counterparts.

This Debenture may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

Section 9.14 FurtherAssurances.

Each of the Corporation and the Holder will take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Debenture.

Section 9.15 Timeof Essence.

Time will be of the essence in this Debenture.

Section 9.16 AgencyAppointment.

The Holder hereby acknowledges and confirms its appointment to act as Convertible Debentures Agent with respect to the Intercreditor Agreements and any Transaction Documents to which the Convertible Debentures Agent is party, for and on behalf of the Holder and the holders of the other Convertible Debentures**,** pursuant to the Convertible Debentures Agency Agreement.

[Signature page follows]

INWITNESS WHEREOF the parties have executed this Debenture.

equinox gold corp.
By:	(Signed)
	Authorized Signatory
By:	(Signed)
	Authorized Signatory
MDC Industry Holding Company LLC
---	---
By:	(Signed)
	Authorized Signatory
By:	(Signed)
	Authorized Signatory

EXHIBIT A

CONVERSION NOTICE

TO: EQUINOX GOLDCORP.

All terms used herein but not defined shall have the meanings ascribed thereto in the Convertible Debenture dated as of March 10, 2020 issued by Equinox Gold Corp. to MDC Industry Holding Company LLC (the “Debenture”).

Pursuant to Article 6 of the Debenture, the Holder hereby irrevocably elects to convert the following Principal Amount of the Debenture into Common Shares as follows:

(a)	Principal Amount to be converted: U.S.$ ________________;
(b)	Conversion Price: U.S.$<br>______ per Common Share.
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The undersigned hereby directs that the Common Shares be issued as follows:

Name(s) in full	Address(es)	Number of Common Shares

The interest upon the Principal Amount specified in Section (a) above will cease from and after the Conversion Date and will be due and payable as provided for in Section 6.3(1) of the Debenture.

DATED this _____ day of ________________, 20___.

MDC Industry Holding Company LLC
By:
	Authorized Signatory
By:
	Authorized Signatory

SCHEDULE A

2019 EBITDA

Fiscal Quarter	Equinox EBITDA	Leagold EBITDA	Consolidated EBITDA^(1) (4)^
	(A)	(B)	(A) + (B)
Q1 2020	[to be calculated post-closing]	[stub period to be calculated post-closing] ^(2)^	<@>
Q4 2019	$47.882	$32.038	$ 79.920
Q3 2019	$38.278	$33.889	$72.167
Q2 2019	$38.278 ^(3)^	$27.736	$66.014
Q1 2019	$38.278^(3)^	$40.469	$78.747

Exhibit 99.2

Execution version

SUBSCRIPTION AGREEMENT

BETWEEN

EQUINOX GOLD CORP.

AND

MDC INDUSTRY HOLDING COMPANY LLC

DATED MARCH 10, 2020

TABLE OF CONTENTS

PAGE

Article 1

DEFINITIONS AND INTERPRETATION		1
Section 1.1	Definitions	1
Section 1.2	Interpretation	8
Section 1.3	Control	9
Section 1.4	Knowledge	9
Section 1.5	Schedule	10

Article 2

DEBENTURE		10
Section 2.1	Purchase of Debenture	10
Section 2.2	Issuance Fee	10
Section 2.3	Adjustments to Conversion Price	10

Article 3

security		10
Section 3.1	Security	10

Article 4

COVENANTS and ACKNOWLEDGEMENTs		11
Section 4.1	Mutual Covenants	11
Section 4.2	Governmental Authorizations	11
Section 4.3	Access to Information	12
Section 4.4	Publicity	12
Section 4.5	Use of Proceeds	13
Section 4.6	Operating Licenses	13
Section 4.7	Acknowledgements of MDCI	13

Article 5

REPRESENTATIONS AND WARRANTIES		14
Section 5.1	Representations and Warranties of MDCI	14
Section 5.2	Representations and Warranties of the Corporation	16

Article 6

closing and CONDITIONS OF CLOSING		29
Section 6.1	Mutual Conditions of Closing	29
Section 6.2	Conditions of Closing for the Benefit of the Corporation	29
Section 6.3	Conditions of Closing for the Benefit of MDCI	30
Section 6.4	Notice and Cure	32

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Article 7

INDEMNIFICATION		33
Section 7.1	Indemnification by the Corporation	33
Section 7.2	Indemnification by MDCI	33

Article 8

termination		33
Section 8.1	Termination	33
Section 8.2	Effect of Termination	34

Article 9

MISCELLANEOUS		34
Section 9.1	Governing Law	34
Section 9.2	Notices	34
Section 9.3	Assignment	36
Section 9.4	Entire Agreement	36
Section 9.5	Expenses	36
Section 9.6	Enurement	36
Section 9.7	Severability	36
Section 9.8	Further Assurances	36
Section 9.9	Time of Essence	36
Section 9.10	Counterparts	36

Schedule A

Form of Debenture	A-1

Schedule B

Post-Closing Deliverables	A-2

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SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made as of the 10th day of March, 2020

BETWEEN:

MDC INDUSTRY HOLDING COMPANY LLC

a company incorporated under the laws of the United Arab Emirates

(“MDCI”)

AND:

EQUINOX GOLD CORP.

a company incorporated under the laws of British Columbia

(the “Corporation”).

WHEREAS the Corporation and Leagold Mining Corporation (“Leagold”) entered into an arrangement agreement dated December 15, 2019 (the “Leagold Arrangement Agreement”), pursuant to which, among other things, the businesses of the Corporation and Leagold will be combined through the acquisition of all of the issued and outstanding common shares of Leagold by the Corporation by way of plan of arrangement pursuant to section 288 of the Business Corporations Act (British Columbia) involving the Corporation, Leagold and the securityholders of Leagold, for consideration of 0.331 of a common share of the Corporation for each issued and outstanding common share of Leagold (the “Leagold Acquisition”);

WHEREAS subject to closing of the Leagold Acquisition, MDCI wishes to subscribe for and purchase, and the Corporation wishes to issue and sell, on a private placement basis, securities in the form of a convertible debenture in the aggregate principal amount of U.S.$130,000,000, all in accordance with the terms and conditions of this subscription agreement (this “Agreement”).

NOW THEREFORETHIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties to this Agreement (together, the “Parties” and, individually, a “Party”) covenant and agree as follows:

Article 1

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms will have the meanings hereinafter set forth:

“Advance” has the meaning assigned to it in Section 2.1;

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“Affiliate” means, with respect to any Person, any other Person that: (i) Controls, (ii) is Controlled by, or (iii) is under common Control with, such Person;

“Annual Financials” has the meaning assigned to it in Section 5.2(j);

“Applicable Law” means all laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, having application, directly or indirectly, to the Parties to this Agreement and their respective Affiliates, or the transactions contemplated by this Agreement, and includes the rules and policies of any stock exchange or securities market upon which a Party or any of its Affiliates has securities listed or quoted;

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which chartered banks are closed for business in Vancouver, British Columbia or Abu Dhabi, United Arab Emirates;

“Canadian Reporting Jurisdictions” means the provinces and territories of Canada in which the Corporation or Leagold, as applicable, is a reporting issuer at the applicable time;

“Canadian Securities Laws” means the applicable Securities Laws of the Canadian Reporting Jurisdictions, the regulations made and forms prescribed thereunder together with all applicable published rules, instruments, policy statements and blanket orders and rulings of the Canadian Securities Regulatory Authorities applicable in the Canadian Reporting Jurisdictions;

“Canadian Securities RegulatoryAuthorities” has the meaning assigned to it in National Instrument 14-101 Definitions;

“Closing” means the completion of the Advance in accordance with and subject to the terms and conditions of this Agreement;

“Closing Date” means the date of the Closing;

“Closing Outside Date” means May 31, 2020;

“Collateral” means all of the present and after acquired assets of the Corporation and the Guarantors (including, for greater certainty, the Leagold Collateral and all shares of Solaris Resources Inc. (formerly, Solaris Copper Inc.) owned by the Corporation or any of its Subsidiaries), which are subject, or are intended or required to become subject, to the security granted under any of the Security Documents;

“Common Shares” means the common shares in the capital of the Corporation;

“Constating Documents” means the constitution, charter, the memorandum, the articles of association, the articles of incorporation, the articles of continuance, the articles of amalgamation, the by-laws or any other instrument pursuant to which an entity is created, incorporated, continued, amalgamated or otherwise established, as applicable as the case may be, and/or which governs in whole or in part such entity’s affairs, together with any amendments thereto;

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“Control” has the meaning assigned to it in Section 1.3;

“Conversion Price” has the meaning assigned to it in Schedule A;

“Conversion Right” has the meaning assigned to it in Schedule A;

“Conversion Shares” means the Common Shares issuable upon the conversion of the Debenture in accordance with its terms;

“Corporation” has the meaning assigned to it in the Recitals;

“Corporation Mineral Rights” means, collectively, all of the mineral interests and rights (including any claims, mineral leases, concessions, exploration licenses, exploitation and/or mining licenses and prospecting permits) that are in effect and held by the Corporation or any of its Subsidiaries;

“Corporation Public Documents” means, collectively, all of the documents which have been filed by or on behalf of the Corporation since December 31, 2018 with the relevant Canadian Securities Regulatory Authorities pursuant to the requirements of applicable Canadian Securities Laws on the System for Electronic Document Analysis and Retrieval (SEDAR) and the Technical Reports;

“Debenture” means the convertible debenture to be entered into between MDCI and the Corporation on the Closing Date, in the form attached as Schedule A;

“Disclosure Letter” means the letter dated the date hereof by the Corporation to MDCI with respect to certain matters in this Agreement;

“Effective Date” means the date hereof;

“Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, lien, easement, right-of-way, encroachment, restrictive covenant, right-of-entry, lease, license, assignment, option or claim or any other encumbrance, charge against or interest in property to secure payment of a debt or performance of an obligation (including the interest of a vendor or lessor under any conditional sale agreement, or of a lessor under any lease including a capital lease or other title retention agreement), or any title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise);

“Environmental Laws” has the meaning assigned to it in Section 5.2(y);

“Exchange” means the TSX, NYSE American and/or any other stock exchange on which the Common Shares are listed by the Corporation at any given time;

“Existing Scotia Facility” means the first amended and restated credit agreement dated as of April 11, 2019, as amended, among the Corporation and Solius AcquireCo Inc., as borrowers, The Bank of Nova Scotia, as administrative agent, lead arranger and sole bookrunner, and the Bank of Nova Scotia, Bank of Montreal, ING Capital LLC, Société Générale and the several lenders from time to time parties thereto, as lenders, as such agreement may be amended from time to time in accordance with the Intercreditor Agreements;

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“Financial Statements” has the meaning assigned to it in Section 5.2(j);

“First Nations” means any first nations, Métis or indigenous or aboriginal person(s), tribe(s), or band(s) of Canada, the United States or Brazil;

“First Nations Claims” means any written claims, assertions or demands, whether proven or unproven, made by any First Nations to the Corporation or its Subsidiaries or a Governmental Entity and communicated in writing by such Governmental Entity to the Corporation or any of its Subsidiaries, in respect of asserted or proven aboriginal rights, aboriginal title, treaty rights or any other aboriginal interest in or to, or with respect to, all or any portion of Corporation Mineral Rights;

“Franco-Nevada IntercreditorAgreement” means the amended and restated intercreditor agreement dated March 10, 2020 among The Bank of Nova Scotia, as first lien agent, MDCI, as second lien agent, Franco-Nevada U.S. Corporation, as third lien creditor, the Corporation and the “Guarantor Subsidiaries” of the Corporation named therein;

“Governmental Authorizations” means all authorizations, approvals, orders, rulings, certificates, consents, directives, notices, licenses, permits, variances, registrations or other rights issued to or required by the Corporation or its Subsidiaries by or from any Governmental Entity;

“Governmental Entity” means (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange, including the TSX; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;

“Guarantor” means any one of the Material Subsidiaries subsisting as of the date hereof and any Person who, after the date hereof, becomes a Material Subsidiary;

“Hazardous Substances” means any hazardous or toxic substances or wastes, pollutants or contaminants or any prohibited substances or dangerous goods as defined judicially or interpreted or identified in any Environmental Laws;

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board;

“Intercreditor Agreements” means, collectively, the Sandstorm Intercreditor Agreement, the Franco-Nevada Intercreditor Agreement and the Omnibus Intercreditor Agreement;

“Interim Financials” has the meaning assigned to it in Section 5.2(j);

“Leagold” has the meaning assigned to it in the Recitals;

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“Leagold Acquisition” has the meaning assigned to it in the Recitals;

“Leagold Arrangement Agreement” has the meaning assigned to it in the Recitals;

“Leagold Collateral” means all of the present and after acquired assets of Leagold and its Subsidiaries, which are subject, or are intended or required to become subject, to the security granted under any of the Security Documents;

“Leagold Financial Statements” means the financial statements of Leagold incorporated by reference in the joint management information circular of the Corporation and Leagold for the special meetings of securityholders in connection with the Leagold Acquisition dated December 20, 2019;

“Leagold Public Documents” means, collectively, all of the documents which have been filed by or on behalf of Leagold since December 31, 2018 with the relevant Canadian Securities Regulatory Authorities pursuant to the requirements of applicable Canadian Securities Laws on the System for Electronic Document Analysis and Retrieval (SEDAR) and the Leagold Technical Reports;

“Leagold Technical Reports” means, collectively, (i) the report entitled “Independent Technical Report for the Los Filos Mine Complex, Mexico” with an effective date of October 31, 2018, (ii) the report entitled “Technical Report on the Riacho Dos Machados Gold Mine, Minas Gerais, Brazil” with an effective date of May 31, 2018, (iii) the report entitled “Technical Report on the Fazenda Brasileiro Mine, Bahia State, Brazil” with an effective date of May 31, 2018; (iv) the report entitled “Technical Report on the Pilar Operations, Goiás State, Brazil” with an effective date of May 31, 2018; and (v) the report entitled “Technical Report on the Santa Luz Project, Bahia State, Brazil” with an effective date of October 22, 2018;

“Losses” means any and all damages, claims, losses, liabilities, fines, injuries, costs, penalties and expenses, including any diminution of value of any equity securities of the Corporation held by MDCI and its Affiliates;

“Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, individually or in the aggregate, is or would reasonably be expected to be, material and adverse to the business, properties, operations, financial condition, results of operations, assets or liabilities or prospects of the Corporation and its Subsidiaries on a consolidated basis, except any change, effect, event, occurrence, circumstance or state of facts resulting directly or indirectly from or relating to: (i) the announcement of the execution of this Agreement or the transactions contemplated hereby; (ii) changes in general economic, securities, financial, banking or currency exchange markets; (iii) any change in IFRS; (iv) any natural disaster provided that it does not have a materially disproportionate effect on the Corporation or any of its Subsidiaries on a consolidated basis relative to comparable mining companies; (v) changes affecting the mining industry generally or metal prices, provided that such changes do not have a materially disproportionate effect on the Corporation or the Subsidiaries on a consolidated basis relative to comparable mining companies; (vi) generally applicable changes in Applicable Law; (vii) the commencement or continuation of any war, armed hostilities or acts of terrorism; (viii) changes in political or civil conditions in any jurisdiction in which the Corporation’s or a Subsidiary’s assets and/or their respective business and operations are located that do not materially disproportionately affect the Corporation or its Subsidiaries on a consolidated basis relative to comparable mining companies; and (ix) any decrease in the market price or any decline in the trading volume of the Common Shares (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred);

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“Material Subsidiaries” means Luna Gold Corp., Aurizona Goldfields Corp., Luna Gold Pesquisas Minerais LTDA, Mineração Aurizona S.A., NewCastle Gold Ltd., Telegraph Gold Inc., Solius HoldCo Inc., Solius AcquireCo Inc., Viceroy Gold Corporation, Mesquite Gold Mine Inc., Western Goldfields (USA) Inc., Western Mesquite Mines, Inc. or any other Person that becomes a Subsidiary of the Corporation following the date hereof and which has material assets or carries on any material business (including, immediately following the closing of the transactions contemplated by the Leagold Arrangement Agreement, Leagold and Leagold (BC) Holding Corporation, Leagold Netherlands B.V., Administración Los Filos, S.A.P.I de C.V., Leagold Mexico, S.A.P.I de C.V., MXN Silver Corp., Mina Leagold Los Filos, S.A.P.I de C.V., Desarollos Mineros San Luis, S.A. de C.V., Exploradora de Yacimientos Los Filos, S.A. de C.V., Minera Thesalia, S.A. de C.V., Leagold (Barbados) Holdings Ltd., Leagold LatAm Holdings B.V., Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Santa Luz Holdings B.V., Leagold Pilar Holdings B.V., Leagold Finance II B.V., Mineração Riacho dos Machados Ltda, Fazenda Brasileiro Desenvolvimento Mineral Ltda, Leagold Santa Luz Desenvolvimento Mineral Ltda and Pilar de Goiás Desenvolvimento Mineral S.A.), but, for greater certainty, does not include Solaris Resources Inc. (formerly, Solaris Copper Inc.);

“MDCI” has the meaning assigned to it in the Recitals;

“Money Laundering Laws” has the meaning assigned to it in Section 5.2(cc);

“NI 43-101” has the meaning assigned to it in Section 5.2(t)(vii);

“NYSE American” means the NYSE American Stock Exchange;

“Obligations” means all indebtedness, liabilities and other obligations of the Corporation to MDCI under the Debenture;

“Omnibus IntercreditorAgreement” means the amended and restated intercreditor agreement dated March 10, 2020 among The Bank of Nova Scotia, as first lien agent, MDCI, as second lien agent, the Corporation, Solius AcquireCo Inc. and the “Guarantor Subsidiaries” of the Corporation named therein;

“Options” has the meaning assigned to it in Section 5.2(b);

“Parties” and “Party” have the meanings assigned to them in the Recitals;

“Permitted Encumbrances” has the meaning assigned to it in the Debenture in the form attached as Schedule A;

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“Post-Closing Deliverables” has the meaning assigned to it in Schedule B;

“Pro Forma Financial Statements” has the meaning assigned to it in Section 5.2(l);

“Representatives” means, with respect to a Person, such Person’s officers, directors, employees, agents, professional advisors, counsel and other representatives;

“RSUs” has the meaning assigned to it in Section 5.2(b);

“Sandstorm IntercreditorAgreement” means the amended and restated intercreditor agreement dated March 10, 2020 among The Bank of Nova Scotia, as first lien agent, MDCI, as second lien agent, Sandstorm Gold Ltd., as third lien creditor, the Corporation and the “Guarantor Subsidiaries” of the Corporation named therein;

“Scotia Facility” means the second amended and restated credit agreement dated as of March 10, 2020 among the Corporation, Leagold and Solius AcquireCo Inc., as borrowers, The Bank of Nova Scotia, as administrative agent, lead arranger and sole bookrunner, and the Bank of Nova Scotia, Bank of Montreal, ING Capital LLC, Société Générale and the several lenders from time to time parties thereto, as lenders, as such agreement may be amended from time to time in accordance with the Intercreditor Agreements;

“Securities Laws” means, collectively, Canadian Securities Laws and all other Applicable Laws regulating trading in, or the issuance of, the Common Shares;

“Security Documents” means the guarantees, pledges and other security documents to be delivered by the Corporation and certain of its Subsidiaries (including, for certainty, Leagold and its Subsidiaries) in accordance with the Debenture;

“Security Interest” has the meaning assigned to it in Section 3.1(a);

“Subsidiary” means, in respect of any Person, another Person that is Controlled by such first-mentioned Person and, in respect of the Corporation, shall also include Solaris Resources Inc. (formerly, Solaris Copper Inc.) and, immediately following the closing of the transactions contemplated by the Leagold Arrangement Agreement (including for the purposes of the representations and warranties of the Corporation set forth in this Agreement), shall also include Leagold and its Subsidiaries;

“Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, royalties, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment;

“Technical Reports” means, collectively, (i) the report entitled “NI 43-101 Technical Report on the Preliminary Feasibility Study for the Castle Mountain Project” with an effective date of July 16, 2018, (ii) the report entitled “Feasibility Study on the Aurizona Gold Mine Project, Maranhão, Brazil, NI 43-101 Technical Report” with an effective date of July 10, 2017, and (iii) the report entitled “Equinox Gold Technical Report on the Mesquite Gold Mine” with an effective date of December 31, 2018;

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“Transaction Documents” means, collectively, this Agreement, the Debenture, the Security Documents and the Intercreditor Agreements;

“TSX Conditional Approval” means the TSX’ conditional approval of the issuance of the Debenture and the issuance and listing of the Conversion Shares, subject to such terms and conditions that are satisfactory to MDCI, acting reasonably; and

“TSX” means the Toronto Stock Exchange.

Section 1.2 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided:

(a)	“this Agreement” means this agreement, including the schedules hereto, and not any<br>particular part, section or other portion hereof, and includes any agreement, document or instrument entered into, made or<br>delivered pursuant to the terms hereof, as the same may, from time to time, be supplemented or amended and in effect;
(b)	all references in this Agreement to a designated “Article”, “Part”, “Section”,<br>“subsection” or other subdivision or to a schedule are references to the designated part, section, subsection or other<br>subdivision of, or schedule to, this Agreement;
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(c)	the words “hereof”, “herein”, “hereto” and “hereunder”<br>and other words of similar import refer to this Agreement as a whole and not to any particular part, section, subsection or other<br>subdivision or schedule unless the context or subject matter otherwise requires;
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(d)	the division of this Agreement into parts, sections and other portions and the insertion of headings<br>are for convenience of reference only and are not intended to interpret, define or limit the scope, extent or intent of this Agreement<br>or any provision hereof;
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(e)	unless otherwise provided herein, all references to currency in this Agreement are to lawful money<br>of Canada and, for greater certainty, “$” means Canadian dollars and “U.S.$” means the lawful money of<br>the United States;
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(f)	a reference in this Agreement to a statute includes all regulations made thereunder, all amendments<br>to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute<br>or regulations;
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(g)	the singular of any term includes the plural, and vice versa, and words importing any gender include<br>all genders, and the word “including” is not limiting whether or not non-limiting language (such as “without<br>limitation” or “but not limited to” or words of similar import) is used with reference thereto;
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| --- | | (h) | in the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day; and | | --- | --- | | (i) | a matter shall be considered to be publicly disclosed only to the extent such matter is disclosed in one of the Corporation Public Documents or Leagold Public Documents that has been filed on SEDAR. | | --- | --- |

Section 1.3 Control

(a)	For the purposes of this Agreement:
(i)	a Person Controls a body corporate if securities of the body corporate to which are attached more<br>than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by such Person and the votes<br>attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
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(ii)	a Person Controls an unincorporated entity, other than a limited partnership, if more than 50%<br>of the ownership interests, however designated, into which the entity is divided are beneficially owned by such Person and such<br>Person is able to direct the business and affairs of the entity; and
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(iii)	the general partner of a limited partnership Controls the limited partnership.
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(b)	A Person who Controls an entity is deemed to Control any entity that is Controlled, or deemed to<br>be Controlled, by the entity.
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(c)	A Person is deemed to Control, within the meaning of Section 1.3(a)(i) or Section 1.3(a)(ii),<br>an entity if the aggregate of:
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(i)	any securities of such entity that are beneficially owned by that Person; and
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(ii)	any securities of such entity that are beneficially owned by any entity Controlled by that Person;
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is such that, if such Person and all of the entities referred to in Section 1.3(c)(ii) that beneficially own securities of such entity were one Person, such Person would Control such entity.

Section 1.4 Knowledge

References in this Agreement to “the knowledge of the Corporation”, “the Corporation’s knowledge” or words of similar import means the actual knowledge of the Chief Executive Officer, the Chief Financial Officer, or the Chief Operating Officer of the Corporation, after making due inquiry of other responsible officers and employees of the Corporation and/or its Subsidiaries, to inform themselves as to the relevant matters, but, in each case, without the requirement to make any inquiries of third parties (other than Leagold and its Affiliates and their respective Representatives) or Governmental Entities or to perform any search of any public registry office or system.

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Section 1.5 Schedule

Attached to and forming part of this Agreement is the following schedule:

Schedule A - Form of Debenture

Schedule B - Post-Closing Deliverables

Article 2

DEBENTURE

Section 2.1 Purchase of Debenture

Subject to the terms and conditions of this Agreement, on the Closing Date, MDCI will subscribe for and purchase from the Corporation, and the Corporation will issue and sell to MDCI, the Debenture for aggregate cash consideration equal to U.S.$130,000,000 (the “Advance”).

Section 2.2 Issuance Fee

The Corporation shall pay to MDCI, concurrently with the issuance and sale to MDCI of the Debenture, an issuance fee of 2.0% of the amount of the Advance. The Corporation agrees that such fee can be deducted from the disbursement of the Advance.

Section 2.3 Adjustments to Conversion Price

In the event that, at any time after the Effective Date, any action is undertaken by or in relation to the Corporation which would trigger an adjustment to the Conversion Price or the number of Conversion Shares issuable upon the conversion of the Debenture, then the Conversion Price of the Debenture will be adjusted to reflect the adjustments that would have been applicable to the Debenture if it had been issued on the Effective Date. For greater certainty, (i) the Debenture shall be so adjusted only once in respect of any such event, and (ii) this Section 2.3 shall not apply with respect to the Leagold Acquisition.

Article 3

security

Section 3.1 Security

On the Closing Date, as general and continuing security for the payment and performance of the Obligations, the Corporation shall:

(a)

execute in favour of MDCI and cause its Material Subsidiaries to execute in favour of MDCI, each of the Security Documents pursuant to which it and they will convey, assign, mortgage, pledge, charge, transfer and set over, as the case may be, and grant to MDCI a second ranking perfected encumbrance, security interest, charge, hypothec and mortgage on all of the Collateral in favour of MDCI subject to the Intercreditor Agreements (the “Security Interest”); and

(b)

execute and deliver and or cause its Material Subsidiaries to execute and deliver, in favour of MDCI, all such further security agreements, mortgages, hypothecs, assignments, financing statements and amendments thereto, Canadian legal opinions, non-Canadian legal opinions, and other instruments and documents in a form satisfactory to MDCI in its sole discretion, and do all such other acts and things, or cause all such other acts and things to be done, as MDCI may from time to time require, to create, grant and maintain the Security Interest.

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Article 4

COVENANTS and ACKNOWLEDGEMENTs

Section 4.1 Mutual Covenants

Subject to the terms and conditions of this Agreement, each of the Corporation and MDCI agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Advance on the Closing Date, and all related matters contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts to:

(a)	defend all lawsuits or other legal proceedings<br>challenging this Agreement or the consummation of the Advance;
(b)	cause to be lifted or rescinded any injunction<br>or restraining order or other order adversely affecting the ability of the Parties to consummate the Advance;
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(c)	effect all necessary registrations and<br>other filings and submissions of information requested by Governmental Entities or required under any applicable Securities Laws<br>or any other Applicable Law relating to the Advance;
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(d)	execute and deliver such documents as the<br>other Party may reasonably require in order to consummate the Advance;<br>and
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(e)	fulfill all conditions to the Advance.
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Section 4.2 Governmental Authorizations

(a)

MDCI and the Corporation shall use their commercially reasonable efforts to prepare and file as soon as reasonably practicable with each applicable Governmental Entity all filings and requests for such Governmental Authorizations as may be necessary, proper or advisable to consummate the Advance and the conversion of the Debenture into Conversion Shares in accordance with the terms of the Debenture, as determined by MDCI, acting reasonably. MDCI and the Corporation shall diligently pursue and use their commercially reasonable efforts to obtain such Governmental Authorizations as soon as reasonably practical and will cooperate with each other in seeking such Governmental Authorizations. To such end, MDCI and the Corporation agree to make available the personnel and other resources of their respective organizations in order to obtain all such Governmental Authorizations.

(b)

Each Party will promptly inform the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) of any material communication received by such Party from, or given by such Party to, any Governmental Entity from which any Governmental Authorization is requested regarding the Advance and the conversion of the Debenture into Conversion Shares, and will permit the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) to review any material communication given by it to, and consult with each other in advance of any response to, or meeting or conference with, any such Governmental Entity, and to the extent permitted by such Governmental Entity, give the other Party the opportunity to review such response and to attend and to participate in such meetings and conferences.

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Section 4.3 Access to Information

(a)	Subject to Applicable Law, the Corporation shall provide MDCI with:
(i)	reasonable access during normal business hours and upon reasonable advance notice to senior management<br>and employees of the Corporation and its Subsidiaries, provided that such access does not unduly interfere with the ordinary course<br>of conduct of the Corporation’s or its Subsidiaries’ business or operations; and
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(ii)	such other information or reports reasonably requested by MDCI and that are reasonably available<br>to, or producible by, the Corporation or its Subsidiaries (including, for greater certainty, such materials and reports prepared<br>or obtained by the Corporation or its counsel in the course of the Corporation’s due diligence investigation of the business<br>and affairs of Leagold in connection with the Leagold Acquisition).
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(b)	Subject to Applicable Law, the Corporation<br>will use its commercially reasonable efforts to provide Representatives of MDCI with reasonable access during normal business hours<br>to the Corporation’s Representatives, all property, assets, books and records, accounting records, and source documents and<br>any other materials or documents of the Corporation or its Subsidiaries as may be reasonably requested by MDCI and provide commercially<br>reasonable co-operation in respect thereto, provided that such access does not unduly interfere with the ordinary course<br>of conduct of the Corporation’s or its Subsidiaries’ business or operations.
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(c)	Subject to Applicable Law and to the Corporation’s<br>obligations under the Leagold Arrangement Agreement, the Corporation will use its commercially reasonable efforts to cause Leagold<br>to provide Representatives of MDCI with reasonable access during normal business hours to Leagold’s Representatives, all<br>property, assets, books and records, accounting records, and source documents and any other materials or documents of Leagold or<br>its Subsidiaries as may be reasonably requested by MDCI and provide commercially reasonable co-operation in respect thereto,<br>provided that such access does not unduly interfere with the ordinary course of conduct of the Corporation’s, Leagold’s<br>or their Subsidiaries’ business or operations.
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Section 4.4 Publicity

The Parties agree that the Corporation will issue a press release with respect to this Agreement as soon as practicable after its due execution, the content of which shall be agreed upon by each of the Parties. The Parties shall reasonably co-operate in the preparation of presentations and/or communication plans, if any, to the shareholders of the Corporation or other stakeholders regarding this Agreement. A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with Applicable Laws, including Securities Laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party shall use its reasonable best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, a Party may have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions (i) are not inconsistent with (A) the most recent press release, public disclosures or public statements made by the Corporation or MDCI that was approved by all Parties prior to filing or release, as applicable, and (B) any joint communication plan developed by the Parties, and (ii) in the case of discussions by the Corporation, do not include any representation regarding the intentions of MDCI or its Affiliates in respect of its investment in the Corporation, unless specifically agreed by MDCI. The Parties acknowledge that the Corporation will file this Agreement on SEDAR, and the Corporation agrees to make any redactions to such documents required to be filed reasonably requested by MDCI and permitted by Applicable Law.

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Section 4.5 Use of Proceeds

The Corporation shall use the proceeds from the sale of the Debenture: (i) to repay its and Leagold’s outstanding debt facilities concurrently with the Closing; (ii) to fund the Castle Mountain Gold Mine Phase I operations; (iii) to fund the expansion of Leagold’s Los Filos Mine Complex and Santa Luz Project; (iv) general working capital purposes; and (v) to fund any fees, costs and expenses incurred in connection with the Transaction Documents and the Leagold Acquisition.

Section 4.6 Operating Licenses

The Corporation shall obtain, as and when required, and maintain in good standing all material permits and approvals necessary for the ownership of its property and for the conduct of its business in each relevant jurisdiction (including, for the avoidance of doubt, the property and business of Leagold and its Subsidiaries following the consummation of the Leagold Acquisition).

Section 4.7 Acknowledgements of MDCI

In the event that MDCI exercises any portion of its Conversion Right, any certificates representing the Conversion Shares shall bear the following legend until the expiration of the applicable hold period:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE ISSUANCE DATE OF THE DEBENTURE].

WITHOUT PRIOR WRITTEN APPROVAL OF TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE ISSUANCE DATE OF THE DEBENTURE].”

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Article 5

REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of MDCI

MDCI hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the entering into of this Agreement, that, as at the date of this Agreement (except to the extent that such representations, warranties and acknowledgements expressly speak of an earlier date):

(a)	Organization and Good Standing. MDCI is duly organized and validly existing under the laws<br>of the United Arab Emirates.
(b)	Due Authorization.
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(i)	The execution, delivery and performance by MDCI of the Transaction Documents and the consummation<br>by MDCI of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized, and<br>no other corporate proceedings on the part of MDCI are necessary to authorize the execution, delivery and performance of the Transaction<br>Documents, or the transactions contemplated hereby and thereby; and
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(ii)	this Agreement has been duly executed and delivered by MDCI and when duly executed and delivered<br>by each of the Parties, this Agreement will constitute a legal, valid and binding agreement of MDCI enforceable against it in accordance<br>with its terms, except in each case as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium<br>or similar laws affecting the enforcement of creditors rights generally or by equitable principles relating to enforceability,<br>regardless of whether considered in a proceeding in equity or at law.
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(c)	Governmental Authorization. The execution, delivery and performance by MDCI of the Transaction<br>Documents, and the consummation by MDCI of the transactions contemplated thereby, require no action by or in respect of, or filing<br>with or approval from, or consent or authorization from, any Governmental Entity, other than (i) filings under applicable<br>Securities Laws; and (ii) any actions, filings or approvals the absence of which would not reasonably be expected to materially<br>impair the ability of it to complete the transactions contemplated by this Agreement.
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(d)	Non-Contravention. The execution, delivery and performance by MDCI of the Transaction Documents,<br>and the consummation by MDCI of the transactions contemplated thereby, do not (i) contravene, conflict with, or result in<br>any violation or breach of any provision of the Constating Documents of MDCI or resolutions of the shareholders or directors (or<br>any committee thereof) of MDCI, (ii) contravene, conflict with or result in a violation or breach of any provision of any<br>Applicable Law, or (iii) require any consent or other action by any Person under, or constitute, with or without notice or<br>lapse of time or both, a breach of any material contract to which it is a party or by which it or any of its properties or assets<br>may be bound, with such exceptions, in the case of clauses (ii) and (iii) above, as would not be reasonably expected to adversely<br>affect the ability of MDCI to consummate the transactions contemplated by this Agreement.
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(e)	Investment Representations.
(i)	MDCI is purchasing the Debenture as principal, for investment purposes only, and not in a transaction<br>or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution<br>and MDCI has not been created, and is not used, solely to purchase or hold securities in reliance on an exemption from the prospectus<br>requirements of Canadian Securities Laws.
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(ii)	MDCI is an “accredited investor” as defined in National Instrument 45-106 - ProspectusExemptions of the Canadian Securities Administrators.
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(iii)	MDCI acknowledges that it has not purchased the Debenture as a result of any general solicitation<br>or general advertising, including, without limitation, advertisements, articles, notices or other communications published in any<br>newspaper, magazine or similar media (print or electronic) or broadcast over radio or television or the internet, or any seminar<br>or meeting whose attendees have been invited by general solicitation or general advertising.
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(iv)	The subscription for the Debenture by MDCI does not or will not contravene any of the applicable<br>Securities Laws in the jurisdiction in which MDCI is resident and does not trigger any obligation to prepare and file a prospectus,<br>registration statement or similar document, on the part of the Corporation, or any obligation of the Corporation to complete and<br>file report(s) of trades in such jurisdiction.
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(v)	MDCI is entitled under applicable Securities Laws in the jurisdiction in which MDCI is resident<br>to purchase the Debenture without the benefit of a prospectus qualified or a registration statement (or equivalent) declared effective<br>under such Securities Laws.
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(vi)	The funds representing the aggregate purchase price in respect of the Debenture which will be advanced<br>by or on behalf of MDCI to the Corporation hereunder do not represent proceeds of crime for the purposes of the Proceeds ofCrime (Money Laundering) and Terrorist Financing Act (Canada), and MDCI acknowledges that the Corporation may in the future<br>be required by law to disclose MDCI’s name and other information relating to this Agreement, on a confidential basis, pursuant<br>to the such legislation.
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(f)	Funds Available. MDCI has, and MDCI will have at the Closing Date, sufficient funds available<br>to satisfy the aggregate amount payable by MDCI for the Debenture issuable on the Closing Date. The obligations of MDCI hereunder<br>are not subject to any conditions regarding the ability of MDCI to obtain financing for the transactions contemplated by this Agreement.
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(g)

Securities Ownership. As at the date hereof, MDCI is the registered and beneficial owner of the secured convertible debenture dated April 11, 2019 for a principal amount of U.S.$130,000,000 and evidenced by the certificate No. D-1, as amended pursuant to the first amendment to convertible debenture made as of June 28, 2019 (the “OutstandingNotes”). Upon full conversion of the Outstanding Notes, MDCI would acquire 24,761,905 Common Shares. Except for the Outstanding Notes, neither MDCI, nor any Person acting jointly or in concert with MDCI, beneficially owns or exercises control or direction over any securities of the Corporation.

(h)

Finder’s Fee. There is no Person acting on MDCI’s behalf in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee.

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Section 5.2 Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to MDCI, and acknowledges that MDCI is relying upon such representations and warranties in connection with the entering into of this Agreement, that, as at the date of this Agreement (except to the extent that such representations, warranties and acknowledgements expressly speak of another date):

(a)	Organization and Good Standing. The Corporation and each of its Subsidiaries has been duly<br>created, incorporated, amalgamated or organized and is validly existing and in good standing and up to date in all material corporate<br>filings under the laws of its respective jurisdictions of organization, is duly qualified to do business in each jurisdiction in<br>which its respective ownership or lease of property or the conduct of its respective businesses requires such qualification and<br>has all power and authority necessary to own or hold its respective properties and to conduct the businesses currently and customarily<br>carried on by it.
(b)	Capitalization, Ownership of Subsidiaries.
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(i)	The Corporation has authorized share capital consisting of an unlimited number of Common Shares,<br>of which, as of the date hereof, there are 114,824,018 Common Shares issued and outstanding.
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(ii)	Section 5.2(b)(ii) of the Disclosure Letter contains a list of the number of outstanding Common<br>Share purchase warrants (the “Warrants”), options to acquire Common Shares pursuant to the Corporation’s<br>stock option plan (the “Options”) and RSUs issued pursuant to the Corporation’s RSU Plan (the “RSUs”)<br>and the exercise price and vested percentage, as applicable, of such Warrants, Options and RSUs as of the date hereof. All of the<br>Common Shares issuable upon the exercise of rights under the Warrants, Options and RSUs, have been duly authorized and, upon issuance<br>in accordance with their respective terms, will be validly issued as fully paid and non-assessable and are not and will not be<br>subject to or issued in violation of, any pre-emptive rights.
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| --- | | (iii) | Except for the Warrants, Options and RSUs and as set forth in Section 5.2(b)(iii) of the Disclosure Letter, as of the date hereof there are no issued, outstanding or authorized options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation, registration or other rights, or any other agreements, arrangements, instruments or commitments of any kind that obligate the Corporation or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Corporation or any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Corporation or any of its Subsidiaries. | | --- | --- | | (iv) | Except as set forth in Section 5.2(b)(iv) of the Disclosure Letter, the Corporation is not a party to any agreement, nor does the Corporation have knowledge of any agreement, which in any manner affects the voting control of any of the securities of the Corporation or its Subsidiaries. | | --- | --- | | (v) | Section 5.2(b)(v) of the Disclosure Letter contains a complete list of all Subsidiaries of the Corporation as at the date hereof, including the type and number of issued and outstanding shares or other equity interests of each such Subsidiary and the Person in whose name such shares or equity interests are registered. The Corporation beneficially owns, directly or indirectly, 100% of the issued and outstanding shares or other equity interests in such Subsidiaries free and clear of all Encumbrances. | | --- | --- | | (vi) | All of the outstanding shares or other equity interests of the Corporation and of each of its Subsidiaries have been fully paid and have been validly issued in compliance with the Constating Documents of the Corporation and each Subsidiary, as applicable, and in compliance with Applicable Law and not in violation of or subject to any Encumbrance or pre-emptive rights or other contractual rights to purchase securities issued by the Corporation or any of the Subsidiaries or any other claim of any third party. | | --- | --- | | (c) | Due Authorization, Binding Obligation. The execution, delivery and performance by the Corporation and/or its Subsidiaries, as applicable, of the Transaction Documents, and the consummation by the Corporation and/or its Subsidiaries, as applicable, of the transactions contemplated thereby, are within the corporate powers of the Corporation and/or its Subsidiaries, as applicable, and have been duly authorized, and no other corporate proceedings on the part of the Corporation and/or its Subsidiaries, as applicable, are necessary to authorize the execution, delivery and performance of the Transaction Documents or the transactions contemplated thereby. Each of the Transaction Documents has been duly executed and delivered by the Corporation and/or its Subsidiaries, as applicable, and when duly executed and delivered in accordance with its terms by each of the parties thereto, each of the Transaction Documents will constitute a legal, valid and binding agreement of the Corporation and/or its Subsidiaries, as applicable, enforceable against the Corporation and/or its Subsidiaries, as applicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law. | | --- | --- |

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(d)	Common Shares and Conversion Shares.
(i)	No order, ruling or decision granted by a securities commission, court of competent jurisdiction<br>or regulatory or administrative body or other Governmental Entity having jurisdiction is in effect, pending or threatened that<br>restricts any trades in any securities of the Corporation including any cease trade orders and, to the knowledge of the Corporation,<br>no facts or circumstances exist which would reasonably be expected to give rise to any such order, ruling or decision or other<br>similar claims or investigations.
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(ii)	The currently issued and outstanding Common Shares are listed and posted for trading on the TSX<br>and the NYSE American and the Corporation is in compliance in all material respects with all of the listing conditions on the TSX<br>and the NYSE American. The Corporation has not taken any action which would be reasonably expected to result in the delisting or<br>suspension of the Common Shares on or from the TSX or the NYSE American.
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(iii)	The Conversion Shares have been duly authorized for issuance and sale by all necessary action on<br>the part of the Corporation and, when issued and delivered by the Corporation in accordance with the terms of the Debenture, will<br>have been validly issued and will be outstanding as fully paid and non-assessable, will not have been issued in violation of or<br>subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Corporation, will be listed<br>and posted for trading on the Exchange and will be freely tradeable, subject to any applicable resale restrictions, including applicable<br>hold periods imposed by the applicable Securities Laws.
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(e)	Debenture.
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(i)	The form of certificate representing the Debenture has been approved by the board of directors<br>of the Corporation and adopted by the Corporation and complies with all Applicable Law.
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(ii)	The Debenture has been duly authorized for issuance and sale by the Corporation.
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(iii)	At all times prior to the full conversion of the Debenture, the Corporation will be in a position<br>to issue such number of Conversion Shares in accordance with the terms of the Debenture and will be permitted to do so under applicable<br>rules and regulations of the Exchange.
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(f)	Governmental Authorization. Except as set forth in Section 5.2(f) of the Disclosure<br>Letter, the execution, delivery and performance by the Corporation and/or its Subsidiaries, as applicable, of the Transaction Documents,<br>and the consummation by the Corporation and/or its Subsidiaries, as applicable, of the transactions contemplated thereby, and the<br>issuance of the Conversion Shares, require no action by or in respect of, or filing with or approval from, or consent or authorization<br>from any Governmental Entity, other than:
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(i)	the TSX Conditional Approval and the filings required to be made by the Corporation in connection<br>therewith, under the rules of the TSX, prior to or following the Closing; and
(ii)	the filing by the Corporation of a Form 45-106F6 - Report of Exempt Distribution with the<br>British Columbia Securities Commission within 10 days following the Closing Date.
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(g)	Non-Contravention. Except as set forth in Section 5.2(g) of the Disclosure Letter,<br>the execution, delivery and performance by the Corporation and/or its Subsidiaries, as applicable, of the Transaction Documents,<br>and the consummation by the Corporation and/or its Subsidiaries, as applicable, of the transactions contemplated thereby, and the<br>issuance of the Conversion Shares, do not (i) contravene, conflict with, or result in any violation or breach of any provision<br>of the Constating Documents or resolutions of the shareholders or directors (or any committee thereof) of the Corporation, (ii) assuming<br>compliance with the matters referred to in paragraph (f) above, contravene, conflict with or result in a violation or breach of<br>any provision of any Applicable Law, or (iii) require any consent or other action by any Person (other than those which have<br>been obtained as of the date hereof or by no later than the Closing Date) under, constitute a default, or an event that, with or<br>without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration<br>or other change of any right or obligation or the loss of any benefit to which the Corporation or any of its Subsidiaries is entitled<br>under any provision of any contract or any Governmental Authorization to which the Corporation or any of its Subsidiaries is a<br>party or subject and which is material to the business of the Corporation or its Subsidiaries or by which the properties or assets<br>of Corporation or any of its Subsidiaries may be bound or affected.
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(h)	Compliance with Laws. The Corporation and its Subsidiaries are and have been in compliance<br>with, and conduct their businesses in conformity with, all Applicable Laws except where non-compliance could not reasonably be<br>expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Corporation, proposed change to any<br>laws applicable to the Corporation or its Subsidiaries that would render illegal or materially restrict the business of the Corporation<br>and its Subsidiaries or have a Material Adverse Effect.
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(i)	Reporting Issuer Status. The Corporation is a reporting issuer in each of the Canadian Reporting<br>Jurisdictions. The Corporation is in compliance in all material respects with applicable Securities Laws and is not on the list<br>of defaulting reporting issuers maintained by the Canadian Securities Regulators of the Canadian Reporting Jurisdictions.
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(j)	Financial Statements. The audited consolidated financial statements and the related notes<br>thereto of the Corporation and its consolidated Subsidiaries for the years ended December 31, 2018 and 2017 (the “AnnualFinancials”) and condensed consolidated interim financial statements and the related notes thereto of the Corporation<br>and its consolidated Subsidiaries for the three and nine months ended September 30, 2019 and 2018 (the “Interim Financials”,<br>and together with the Annual Financials, the “Financial Statements”) (A) have been prepared in accordance with<br>IFRS, applied on a consistent basis throughout the periods involved or as noted therein, (B) comply as to form in all material<br>respects with applicable requirements of the Canadian Securities Laws, (C) are, in all material respects, consistent with the books<br>and records of the Corporation, and (D) present fairly, in all material respects, the financial position of the Corporation<br>and its consolidated Subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows<br>for the periods specified.
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(k)	Leagold Financial Statements. To the knowledge of the Corporation, the Leagold Financial<br>Statements (A) have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved or as<br>noted therein, (B) comply as to form in all material respects with applicable requirements of the Canadian Securities Laws,<br>(C) are, in all material respects, consistent with the books and records of Leagold, and (D) present fairly, in all material<br>respects, the financial position of Leagold and its consolidated Subsidiaries as of the dates indicated and the results of their<br>operations and the changes in their cash flows for the periods specified.
(l)	Pro Forma Financial Statements. The unaudited pro forma combined financial statements of<br>the Corporation as at and for the nine months ended September 30, 2019 and the related notes thereto (the “Pro FormaFinancial Statements”) included in the joint management information circular of the Corporation and Leagold dated December<br>20, 2019 prepared and filed in connection with their respective special meetings of securityholders to be held on January 28, 2020<br>in connection with the Leagold Acquisition, fairly present the pro forma consolidated financial position, results of operations<br>and earnings of the Corporation as at the dates and for the periods indicated therein after giving effect to the transactions and<br>assumptions described in the related notes thereto. The assumptions contained in the Pro Forma Financial Statements are suitably<br>supported and consistent with the consolidated financial results of the Corporation and Leagold for the periods indicated therein.
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(m)	Off-Balance Sheet Arrangements and Liabilities. There are no material off-balance sheet<br>transactions, arrangements or obligations (including contingent obligations) of the Corporation or any Subsidiary which are required<br>to be disclosed and are not disclosed or reflected in the Annual Financials or, to the knowledge of the Corporation, the Leagold<br>Financial Statements, as applicable, and the Corporation and its Subsidiaries do not have any material liabilities, obligations,<br>indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the<br>Financial Statements, the Leagold Financial Statements, the Corporation Public Documents or the Leagold Public Documents.
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(n)	Books and Records. The minute books and records of the Corporation and its Subsidiaries<br>contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors<br>(and committees thereof) and are complete in all material respects for the past two years.
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(o)	No Material Changes.
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Since December 31, 2018, except as disclosed in the Corporation Public Documents or the Leagold Public Documents:

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| --- | | (i) | there has not been any material change in the share capital or long-term debt of the Corporation or any of its Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Corporation on any class of shares; | | --- | --- | | (ii) | neither the Corporation nor any of its Subsidiaries has entered into any transaction or agreement that is material to the Corporation and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Corporation and its Subsidiaries taken as a whole; | | --- | --- | | (iii) | neither the Corporation nor any of its Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order or decree of any court or arbitrator or Governmental Entity; and | | --- | --- | | (iv) | there has not occurred any Material Adverse Effect. | | --- | --- | | (p) | No Violation or Default. Neither the Corporation nor any of its Subsidiaries is (i) in violation of its Constating Documents, (ii) in default of, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Corporation or any of its Subsidiaries is a party or subject or by which the Corporation or any of its Subsidiaries is bound or to which any of the property or assets of the Corporation or any of its Subsidiaries is subject, or (iii) in a material violation of any Applicable Laws or Governmental Authorizations. | | --- | --- | | (q) | Legal Proceedings. Except as disclosed in the Corporation Public Documents or the Leagold Public Documents, there are no material legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Corporation or any of its Subsidiaries is or may be a party or to which any property of the Corporation or any of its Subsidiaries is or may be subject and no such investigations, actions, suits or proceedings are, to the knowledge of the Corporation, threatened or contemplated by any Governmental Entity or threatened by others. | | --- | --- | | (r) | Continuous Disclosure. Each of the Corporation and, to the knowledge of the Corporation, Leagold is in compliance in all material respects with its continuous disclosure obligations under Canadian Securities Laws, and, without limiting the generality of the foregoing, there has been no material change that has occurred which has not been publicly disclosed. The information and statements in the Corporation Public Documents and, to the knowledge of the Corporation, Leagold Public Documents were true and correct in all material respects as of the respective dates of such information and statements and at the time that any such documents were filed on SEDAR and, as of the respective dates filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), did not contain an untrue statement of a material fact and did not omit to state any material fact that was required to be stated or necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Neither of the Corporation and, to the knowledge of the Corporation, Leagold has filed any confidential material change reports which remain confidential as at the date hereof. | | --- | --- |

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(s)	Title to Real and Personal Property. The Corporation and its Subsidiaries have good and<br>marketable, in the case of real property, and valid, in the case of personal property, title, or have valid rights to lease or<br>otherwise use, all material items of real and personal property (other than the Corporation Mineral Rights, which are exclusively<br>dealt with in Section 5.2(t)) that are used or held by the Corporation and its Subsidiaries, in each case free and clear of<br>all Encumbrances except for Permitted Encumbrances. The Corporation and its Subsidiaries have not received any notice of any<br>expropriation or similar proceeding by a Governmental Entity, including any proceeding to require the transfer or issue of equity<br>interests in the Corporation or any of its Subsidiaries or any of their respective assets, nor, to the knowledge of the Corporation,<br>are any such proceedings pending or threatened against the Corporation, any of its Subsidiaries or their respective assets or part<br>thereof.
(t)	Corporation Mineral Rights.
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(i)	The Corporation and its Subsidiaries hold appropriate property or proprietary interests or rights,<br>recognized in the jurisdictions in which their respective businesses are conducted, sufficient to permit the Corporation and its<br>Subsidiaries to conduct its material mining activities, free and clear of any Encumbrances except for Permitted Encumbrances.
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(ii)	Except as disclosed in Section 5.2(t)(ii) of the Disclosure Letter, all Corporation Mineral<br>Rights have been validity granted and recorded in accordance with all Applicable Laws and are valid and subsisting; the Corporation<br>and its Subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the<br>Corporation Mineral Rights, with only such exceptions as do not materially interfere with the use made by the Corporation or its<br>Subsidiaries of the rights or interest so held; and each of the Corporation Mineral Rights and each of the documents, agreements<br>and instruments and obligations relating thereto is currently in good standing in the name of the Corporation or one of its Subsidiaries.
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(iii)	Except as disclosed in the Corporation Public Documents or the Leagold Public Documents, the Corporation<br>or one of its Subsidiaries has the exclusive right to deal with the Corporation Mineral Rights, and there are no material restrictions<br>on the ability of the Corporation or its Subsidiaries, to use, transfer or exploit the Corporation Mineral Rights except pursuant<br>to Applicable Laws or Permitted Encumbrances.
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(iv)	Except as disclosed in the Corporation Public Documents or the Leagold Public Documents, no person<br>other than the Corporation or one of its Subsidiaries has any interest in the production or profits to be obtained in the future<br>from the Corporation Mineral Rights or any royalty in respect thereof or any right to acquire any such interest except pursuant<br>to Applicable Law.
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| --- | | (v) | The Corporation has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke the interest of the Corporation or its Subsidiaries in any material Corporation Mineral Rights. | | --- | --- | | (vi) | There are no adverse claims, actions, suits or proceedings that are pending or, to the knowledge of the Corporation, threatened, and there is no state of facts or events that, to the knowledge of the Corporation, would reasonably be expected to give rise thereto or to adversely affect the title to or right to explore or develop the Corporation Mineral Rights, including without limitation, claims of any community, including First Nations, that resides within or near the areas of the Corporation Mineral Rights. | | --- | --- | | (vii) | The Corporation and, to the knowledge of the Corporation, Leagold have duly and timely filed all technical reports required by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) to be filed by them in accordance with Applicable Law. All Technical Reports and, to the knowledge of the Corporation, all Leagold Technical Reports have been prepared and disclosed in accordance with the requirements of, and in compliance with, NI 43-101, including Form 43-101F1, as the same were in effect on the date of the filing of the applicable document. | | --- | --- | | (viii) | The Technical Reports and, to the knowledge of the Corporation, the Leagold Technical Reports include an accurate description of the material mineral projects that are the subject thereof and the Corporation Mineral Rights with respect thereto, and no other property or assets are or will be necessary for the conduct of the business of the Corporation as currently conducted thereon. To the knowledge of the Corporation, there is no claim or the basis for any claim that would reasonably be expected to have a material adverse effect on any of the Corporation Mineral Rights. | | --- | --- | | (ix) | There has been no material and adverse change of which the Corporation is aware that would disaffirm, misrepresent or change any material aspect of any Technical Report or any Leagold Technical Report or that would require the filing of a new technical report under NI 43-101 and applicable Securities Laws. All of the material assumptions contained in the Technical Reports and, to the knowledge of the Corporation, in the Leagold Technical Reports were reasonable and appropriate as at the respective dates thereof. Each Technical Report and each Leagold Technical Report was prepared by, or under the supervision of, a qualified person within the meaning of NI 43-101. | | --- | --- | | (x) | The Corporation is in compliance with the provisions of NI 43-101. | | --- | --- | | (u) | Licenses and Permits. Section 5.2(u) of the Disclosure Letter sets out each material Governmental Authorization which will be held by the Corporation and each Subsidiary as at the time of Closing. The Corporation and its Subsidiaries possess all Governmental Authorizations and have made all declarations and filings with the appropriate Governmental Authorities that are necessary for the ownership or lease of their respective properties as presently owned or the conduct of their respective businesses as presently conducted, including exploring, developing or operating the Corporation Mineral Rights as presently explored, developed or operated, other than those that the failure to have or to obtain in due course would not reasonably be expected to result in a Material Adverse Effect. Neither the Corporation nor any of its Subsidiaries has received notice of any default, revocation or adverse modification of any such Governmental Authorization that could reasonably be expected to cause a Material Adverse Effect and the Corporation has no reason to believe that any such Governmental Authorization will not be renewed, to the extent renewable, in the ordinary course. No proceedings are pending or, to the knowledge of the Corporation, threatened, which would reasonably be expected to result in the revocation or limitation of any such Governmental Authorization and all steps have been taken and filings made on a timely basis to maintain each Governmental Authorization in good standing. | | --- | --- |

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(v)	Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing,<br>stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick<br>leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to<br>or required to be contributed to, by the Corporation or a Subsidiary for the benefit of any current or former director, officer,<br>employee or consultant of the Corporation or a Subsidiary has been maintained in compliance with its terms and with the requirements<br>prescribed by any and all Applicable Laws, in each case in all material respects.
(w)	Material Accruals. All material accruals for unpaid vacation pay, premiums for unemployment<br>insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit<br>plan payments have been reflected in the books and records of the Corporation or its Subsidiaries.
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(x)	Labour/Employment Matters. No material labour dispute, complaint, grievance or other conflict<br>with the employees of the Corporation or its Subsidiaries exists, is pending or, to the knowledge of the Corporation, is threatened.<br>Except as set forth in Section 5.2(x) of the Disclosure Letter, no collective bargaining agreement is in place or currently<br>being negotiated by the Corporation or its Subsidiaries. The Corporation and its Subsidiaries are in material compliance with all<br>Applicable Laws respecting employment and employment practices, workers’ compensation, occupational health and safety and<br>similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding<br>orders of a material nature against any of them under applicable workers’ compensation legislation, occupational health and<br>safety or similar legislation nor has any event occurred which would reasonably be expected to give rise to any such material claim.
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(y)	Compliance with Environmental Laws. The Corporation and its Subsidiaries (i) are in<br>compliance with any and all Applicable Laws relating to the protection of the environment (including any living things), occupational<br>health and safety or Hazardous Substances (collectively, “Environmental Laws”), (ii) have received and<br>are in compliance with all permits, licenses or other approvals held by them under applicable Environmental Laws to conduct their<br>respective businesses (including with respect to the Corporation Mineral Rights), and all such permits, licenses and approvals<br>are in full force and effect, (iii) have not failed to report to the applicable Governmental Authority the occurrence of any event<br>which is required to be so reported by any Environmental Laws, (iv) have not received any notice of, or been prosecuted for,<br>an offence alleging non-compliance with any Environmental Laws, (v) have not settled any allegation of non-compliance with<br>any Environmental Laws short of prosecution, and (vi) have not received notice of any orders or directions relating to environmental<br>matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation<br>or its Subsidiaries or in respect of the release or transportation of Hazardous Substances, provided that, in each case, the failure<br>to be in such compliance or to do so could reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the<br>Corporation, there has not occurred any spills, emissions, releases, deposits or discharges, in violation of Environmental Laws,<br>of Hazardous Substances, or pollution of any property of the Corporation or its Subsidiaries, or for which the Corporation or its<br>Subsidiaries are or may be responsible, nor are the Corporation or its Subsidiaries the subject of any outstanding stop orders,<br>control orders, clean-up orders or reclamation orders under applicable Environmental Laws that in each case could reasonably be<br>expected to cause a Material Adverse Effect.
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(z)	Disclosure Controls. The Corporation has designed such disclosure controls and procedures,<br>or caused them to be designed under the supervision of its Chief Executive Officer and Chief Financial Officer, to provide reasonable<br>assurance that material information relating to the Corporation and its Subsidiaries is made known to the Corporation’s Chief<br>Executive Officer and Chief Financial Officer with respect to the preparation of annual and interim filings.
(aa)	Accounting Controls. The Corporation and its Subsidiaries maintain systems of “internal<br>control over financial reporting” that have been designed by, or under the supervision of, their respective principal executive<br>and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability<br>of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since the date<br>of the most recent balance sheet of the Corporation publicly disclosed by the Corporation, the Corporation’s auditors and<br>the audit committee of the board of directors of the Corporation have not been advised of: (A) any significant deficiencies<br>in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Corporation’s<br>ability to record, process, summarize and report financial information, or (B) any fraud, whether or not material, that involves<br>management or other employees who have a significant role in the Corporation’s internal control over financial reporting.<br>There are no material weaknesses in the Corporation’s internal controls.
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(bb)	No Unlawful Payments. Neither the Corporation nor any of its Subsidiaries, nor any director,<br>officer, agent, employee or other Person associated with or acting on behalf of the Corporation or any of its Subsidiaries, has<br>(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political<br>activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from<br>corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or<br>the Corruption of Foreign Public Officials Act (Canada); or (iv) made any bribe, unlawful rebate, unlawful payoff,<br>influence payment, unlawful kickback or other unlawful payment.
---	---

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(cc)	Compliance with Money Laundering Laws. The operations of the Corporation and its Subsidiaries<br>are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the<br>Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) Act<br>(Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or<br>similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency to which the Corporation<br>and its Subsidiaries are subject (collectively, the “Money Laundering Laws”) and no action, suit or proceeding<br>by or before any Governmental Entity or body or any arbitrator involving the Corporation or any of its Subsidiaries with respect<br>to the Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened.
(dd)	No Broker’s Fees. Neither the Corporation nor any of its Subsidiaries is a party to<br>any contract, agreement or understanding with any Person that would give rise to a valid claim against MDCI for a brokerage commission,<br>finder’s fee or like payment in connection with the transactions contemplated by the Transaction Documents.
---	---
(ee)	Insurance. The Corporation and its Subsidiaries maintain insurance against such losses,<br>risks and damages to their properties and assets in such amounts that are customary for the business in which they are engaged<br>and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such<br>insurance coverage are in good standing, in full force and effect in all respects and not in default. Each of the Corporation and<br>the Subsidiaries is in compliance with the terms of such policies and instruments in all material respects and there are no material<br>claims by the Corporation or the Subsidiaries under any such policy or instrument as to which any insurance company is denying<br>liability or defending under a reservation of rights clause.
---	---
(ff)	Independent Accountants. KPMG LLP, which has audited certain financial statements of the<br>Corporation, is an independent registered public accounting firm with respect to the Corporation within the applicable rules and<br>regulations adopted by all applicable securities regulators and as required by the Securities Act (British Columbia). There<br>has not been any reportable event (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations)<br>with KPMG LLP.
---	---
(gg)	Royalties. Other than as disclosed in the Corporation Public Documents or the Leagold Public<br>Documents, the Corporation and its Subsidiaries do not have any obligations to pay any amounts now or in the future in the form<br>of royalties or other payments based on revenues, sales, production, reserves, resources or profits relating to the Corporation<br>Mineral Rights, other than Taxes of general application payable to Governmental Authorities.
---	---
(hh)	Operational Matters. All rentals, royalties, overriding royalty interests, production payments<br>and net profits payments due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect<br>to, or on account of, any direct or indirect assets of the Corporation or any of its Subsidiaries, have been: (A) duly paid;<br>(B) duly performed; or (C) provided for prior to the date hereof in all material respects.
---	---

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(ii)	Taxes. All tax returns required to be filed with any taxing authority by or on behalf of<br>the Corporation and each of the Subsidiaries were filed when due with all appropriate taxing authorities in accordance with all<br>Applicable Laws and were correct in all material respects. The Corporation and each of the Subsidiaries have timely paid (or withheld<br>and remitted) to the appropriate taxing authority all Taxes due and payable (or to be withheld and remitted) by any of them under<br>Applicable Law. The charges, accruals and reserves for Taxes with respect to the Corporation and the Subsidiaries reflected on<br>the Financial Statements or the Leagold Financial Statements, as applicable (whether or not due and whether or not shown on any<br>tax return but excluding any provision for deferred income Taxes), are adequate under IFRS to cover any Taxes accruing through<br>the dates thereof, and since the dates thereof they have not incurred any material liability for Taxes other than in the ordinary<br>course of business as disclosed and provided for in their books and records. Except as set forth in Section 5.2(ii) of the<br>Disclosure Letter, there are no proceedings, investigations, audits or claims now pending or, to the knowledge of the Corporation,<br>threatened against the Corporation or any of its Subsidiaries in respect of any Taxes and there are no matters under discussion,<br>audit or appeal with any taxing authority in respect of the Corporation or any of its Subsidiaries.
(jj)	Status of Shares. None of the shares of the Corporation or any of its Subsidiaries derives,<br>and none of them has at any time in the 60 months prior to the date hereof derived, more than 50% of their fair market value directly<br>or indirectly from or from any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties<br>(as defined in the Income Tax Act (Canada)), (iii) timber resource properties (as defined in the Income Tax Act (Canada));<br>or (iv) options in respect of, or interests in, or for civil law, a right in, property described in any of (i) to (iii), whether<br>or not the property exists.
---	---
(kk)	Solvency. Neither the Corporation nor any of its Subsidiaries has made any assignment for<br>the benefit of its creditors nor has any receiving order been made against any of them under any bankruptcy or insolvency legislation<br>of any jurisdiction, nor has any petition for such an order been served upon any of them, nor have any of them attempted to take<br>benefit of any legislation with respect to financially distressed debtors, nor, after giving effect to the transactions contemplated<br>by any of the Transaction Documents, will any of them be an insolvent Person within the meaning of the Bankruptcy and InsolvencyAct (Canada) or under any bankruptcy or insolvency legislation applicable to them.
---	---
(ll)	No Sale. There are no contracts, or any right or privilege capable of becoming an agreement,<br>for the purchase of the Corporation or any Subsidiary or any of their businesses or material assets except in the ordinary course<br>of business, and neither the Corporation nor, except as disclosed in the Corporation Public Documents or the Leagold Public Documents,<br>any Subsidiary has initiated, engaged in or maintained any discussions, conditions or proceedings with respect to its sale, merger,<br>consolidation, liquidation or reorganization.
---	---

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(mm)	Long-Term and Derivative Transactions. Except as disclosed in the Corporation Public Documents<br>or the Leagold Public Documents, neither the Corporation nor any of its Subsidiaries has any material obligations or liabilities,<br>direct or indirect, vested or contingent in respect of any rate swap transactions, basis swaps, forward rate transactions, commodity<br>swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign<br>exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate<br>swap transactions or currency options or any other similar transactions (including any option with respect to any of such transactions)<br>or any combination of such transactions.
(nn)	Shareholder Loans. Except as disclosed in the Corporation Public Documents or the Leagold<br>Public Documents, the Corporation does not have any loans or other indebtedness outstanding which have been made to or from any<br>of its shareholders, officers, directors or employees or any other person not dealing at arm’s length with the Corporation<br>that are currently outstanding.
---	---
(oo)	Insiders. To the knowledge of the Corporation, no insider of the Corporation has a present<br>intention to sell any securities of the Corporation held by it.
---	---
(pp)	Transfer Agent. Computershare Investor Services Inc., at its offices in Vancouver, British<br>Columbia, has been duly appointed as registrar and transfer agent for the Common Shares.
---	---
(qq)	First Nations Claims. The Corporation has not received any First Nations Claim which would<br>reasonably be expected to materially affect the Corporation or any Subsidiary nor, to the knowledge of the Corporation, has any<br>First Nations Claim been threatened which would be reasonably be expected to materially impair any of the Corporation Mineral Rights,<br>any permits or the operation by the Corporation or any Subsidiary of its businesses in the areas in which such operations are carried<br>on or in which the Corporation Mineral Rights are located and the Corporation and the Subsidiaries. The Corporation and the Subsidiaries<br>have no material outstanding agreements, memorandums of understanding or similar arrangements with any First Nations. There are<br>no material ongoing or outstanding discussions, negotiations, or similar communications with or by any First Nations concerning<br>the Corporation, any Subsidiary or their respective business, operations or assets.
---	---
(rr)	Related Party Transactions. Except as disclosed in the Corporation Public Documents or the<br>Leagold Public Documents, neither the Corporation nor any of its Subsidiaries is indebted to any director, officer, employee or<br>agent of, or independent contractor to, the Corporation or any of its Subsidiaries or any of their respective affiliates or associates<br>(except for amounts due in the ordinary course as salaries, bonuses and director’s fees or the reimbursement of ordinary<br>course expenses) and there are no contracts (other than employment arrangements) with, or advances, loans, guarantees, liabilities<br>or other obligations to, on behalf or for the benefit of, any shareholder, officer or director of the Corporation or any of its<br>Subsidiaries, or any of their respective affiliates or associates.
---	---

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(ss)	To the knowledge of the Corporation, the representations and warranties of Leagold set forth in<br>the Leagold Arrangement Agreement are true and correct in all material respects.

Article 6

closing and CONDITIONS OF CLOSING

Section 6.1 Mutual Conditions of Closing

The Parties’ obligations to complete the Advance are subject to the fulfilment of each of the following conditions, which conditions are for the mutual benefit of the Parties and may be waived only by the mutual consent of the Parties:

(a)	the TSX Conditional Approval shall have been obtained;
(b)	there shall not be in effect any Applicable Law that makes the consummation of the Advance illegal<br>or otherwise prohibits or enjoins any Party from consummating the Advance or that is made in connection with the Advance and imposes<br>any material restrictions, limitations or conditions on either of the Parties; and
---	---
(c)	no Governmental Entity or any other Person shall have commenced any action or proceeding to enjoin<br>the consummation of the Advance or to suspend or cease or stop trading the securities of the Corporation, and no Governmental Entity<br>or any other Person shall have given written notice to any Party of its intention to commence any such action or proceeding.
---	---

Section 6.2 Conditions of Closing for the Benefit of the Corporation

MDCI acknowledges and agrees that the Corporation’s obligation to sell and issue the Debenture to MDCI is subject to the fulfilment of each of the following conditions, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion:

(a)

the representations and warranties of MDCI set forth in this Agreement were true and correct as of the Effective Date and are true and correct as of Closing in all respects (except for representations and warranties to the extent expressly made as of a specified date, the accuracy of which shall be determined as of such specified date), except as would not, individually or in the aggregate, materially impede or delay the completion of the Advance; and MDCI has delivered a certificate so confirming to the Corporation executed by two authorized representatives of MDCI and dated the Closing Date; and

(b)

MDCI has fulfilled or complied in all material respects with each of the covenants of MDCI contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing, except as would not, individually or in the aggregate, have a Material Adverse Effect or materially impede or delay the completion of the Advance; and MDCI has delivered a certificate so confirming to the Corporation executed by two authorized representatives of MDCI addressed to the Corporation and dated the Closing Date.

---

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Section 6.3 Conditions of Closing for the Benefit of MDCI

The Corporation acknowledges and agrees that MDCI’s obligation to purchase the Debenture from the Corporation is subject to the fulfillment of each of the following conditions, which conditions are for the exclusive benefit of MDCI and may be waived, in whole or in part, by MDCI in its sole discretion:

(a)	the representations and warranties of the Corporation set forth in this Agreement which are qualified<br>by references to materiality are true and correct as of the Closing in all respects (except for representations and warranties<br>to the extent expressly made as of a specified date, the accuracy of which shall be determined as of such specified date) and all<br>other representations and warranties of the Corporation set forth in this Agreement were true and correct as of the Effective Date<br>and are true and correct as of the Closing in all material respects (except for representations and warranties to the extent expressly<br>made as of a specified date, the accuracy of which shall be determined as of such specified date); and the Corporation has delivered<br>a certificate so confirming to MDCI executed by two senior officers of the Corporation addressed to MDCI and dated the Closing<br>Date;
(b)	the Corporation has fulfilled or complied in all material respects with each of the covenants of<br>the Corporation contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing, and the Corporation<br>has delivered a certificate so confirming to MDCI executed by two senior officers of the Corporation addressed to MDCI and dated<br>the Closing Date;
---	---
(c)	the Corporation shall have delivered or caused to be delivered to MDCI the following in form and<br>substance satisfactory to MDCI, acting reasonably:
---	---
(i)	certified copies of: (i) the Constating Documents of the Corporation and its Material Subsidiaries;<br>(ii) all resolutions of the respective boards of directors of the Corporation and its Material Subsidiaries, as applicable, approving<br>the entering into of the Transaction Documents and completion of the transactions contemplated by the Transaction Documents; and<br>(iii) a list of the directors and officers authorized to sign agreements together with their specimen signatures;
---	---
(ii)	a certificate of status, compliance, good standing or like certificate with respect to the Corporation<br>and its Material Subsidiaries issued by appropriate government officials of each of their jurisdictions of incorporation and of<br>each jurisdiction in which each of them carries on its business;
---	---
(iii)	a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to<br>MDCI and its counsel, acting reasonably, from Canadian counsel to the Corporation, with respect to corporate, enforceability and<br>securities matters relating to the transactions contemplated by this Agreement;
---	---
(iv)	a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to<br>MDCI and its counsel, acting reasonably, from United States counsel to the Corporation and its United States Material Subsidiaries,<br>with respect to corporate and enforceability matters and title to the Mesquite Mine and the Castle Mountain Mine, including with<br>respect to the ownership of the Subsidiaries of the Corporation that own and operate the Mesquite Mine and the Castle Mountain<br>Mine and their respective gold exploration and exploitation rights;
---	---

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| --- | | (v) | a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to MDCI and its counsel, acting reasonably, from Brazilian counsel to the Corporation and its Brazilian Material Subsidiaries, with respect to corporate and enforceability matters and title to the Aurizona Mine, the Fazenda Mine, the RDM Mine, the Pilar Mine and the Santa Luz Project, including with respect to the ownership of the Subsidiaries of the Corporation that own and operate the Aurizona Mine, the Fazenda Mine, the RDM Mine, the Pilar Mine and the Santa Luz Project and their respective gold exploration and exploitation rights; | | --- | --- | | (vi) | a legal opinion dated the Closing Date addressed to MDCI, in form and substance satisfactory to MDCI and its counsel, acting reasonably, from Mexican counsel to the Corporation and its Mexican Material Subsidiaries, with respect to corporate and enforceability matters and title to the Los Filos Mine Complex, including with respect to the ownership of the Subsidiaries of the Corporation that own and operate the Los Filos Mine Complex and their respective gold exploration and exploitation rights; and | | --- | --- | | (vii) | the originally executed Debenture; | | --- | --- | | (d) | all Security Documents shall have been duly executed in form and substance satisfactory to MDCI and its counsel, acting reasonably, and delivered to MDCI and all such Security Documents will be in full force and effect and will not have been modified, and the Corporation shall have delivered to MDCI evidence that all Encumbrances pursuant to the Security Documents have been duly perfected in all relevant jurisdictions of the Collateral and any other relevant jurisdiction as required by MDCI and its counsel (except in the case of any Security Document the perfection of which is subject to the delivery of the Post-Closing Deliverables set out in in Schedule B and only for the period of time as set out therein); | | --- | --- | | (e) | the Intercreditor Agreements shall have been entered into in each case in a form satisfactory to MDCI, acting reasonably, by the Closing; | | --- | --- | | (f) | the Scotia Facility shall have been entered into, by the Closing, in a form approved in writing by MDCI, acting reasonably, provided that if the provisions of the Scotia Facility so amended and restated materially deviate from those contained in the of the term sheet with respect to such facility provided by the Corporation to MDCI on December 15, 2019, MDCI may reasonably withhold such approval; | | --- | --- | | (g) | all material Governmental Authorizations and all other material third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to consummate the Advance and the conversion of the Debenture into Conversion Shares in accordance with the terms of the Debenture, as determined by MDCI, acting reasonably, shall have been obtained or received on terms that are acceptable to MDCI, acting reasonably, other than (but only with respect to the conversion of the Debenture into Conversion Shares) the authorization from the Mexican Federal Economic Competition Commission (ComisiónFederal de Competencia Económica), under the Mexican Federal Economic Competition Law (Ley Federal de CompetenciaEconómica) and the regulations thereunder; | | --- | --- |

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| --- | | (h) | from the Effective Date to the Closing Date, there shall not have occurred, and the Corporation shall not have incurred or suffered, a Material Adverse Effect; | | --- | --- | | (i) | the transactions contemplated by the Leagold Arrangement Agreement shall have closed pursuant to the terms of the Leagold Arrangement Agreement without any of the conditions set out therein being waived by the Corporation, and the Corporation has delivered a certificate so confirming to MDCI executed by two senior officers of the Corporation addressed to MDCI and dated the Closing Date; | | --- | --- | | (j) | no take-over bid or third-party proposal to effect a transaction resulting in a change of Control or a sale of substantially all of the assets of the Corporation (such transaction, an “Other Transaction”) shall have been completed and no take-over bid shall be outstanding and no agreement, commitment or understanding to effect an Other Transaction shall have been entered into by the Corporation; | | --- | --- | | (k) | MDCI shall have received a certificate from Computershare Investor Services Inc. as to (i) its appointment as transfer agent and registrar of the Common Shares, and (ii) the number of Common Shares issued and outstanding as at a date no more than one Business Day prior to the Closing Date; and | | --- | --- | | (l) | no Event of Default (as defined in the Debenture or the Scotia Facility, as applicable) or event which, with notice or lapse of time or both, would constitute an Event of Default, will have occurred and be continuing. | | --- | --- |

Section 6.4 Notice and Cure

(a)	Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any<br>event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i)	cause any of the representations or warranties of such Party contained in this Agreement to be<br>untrue or inaccurate in any material respect at any time from the Effective Date to the Closing; or
---	---
(ii)	result in the failure to comply with or satisfy any covenant, condition or agreement to be complied<br>with or satisfied by such Party under this Agreement.
---	---
(b)	Notification provided under this Section 6.4 will not affect the representations, warranties,<br>covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of<br>the Parties under this Agreement.
---	---

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Article 7

INDEMNIFICATION

Section 7.1 Indemnification by the Corporation

The Corporation agrees to defend, indemnify, save, and hold harmless, discharge and release MDCI and its directors, officers, employees and agents from and against any and all Losses suffered or incurred by MDCI arising out of, relating to or in connection with:

(a)	any inaccuracy in any representation or warranty made by the Corporation in this Agreement or in<br>any certificate delivered pursuant to this Agreement; and
(b)	any breach of any covenant of the Corporation in this Agreement;
---	---

in each case, excluding any Losses suffered or incurred by MDCI as a result of the breach of the terms of this Agreement by, or gross negligence or willful misconduct of, MDCI. MDCI hereby accepts the above indemnities in favour of its directors, officers, employees and agents as agent and trustee for each such Persons which is not a Party, and the Corporation agrees that MDCI may enforce such indemnities in favour and for the benefit of such Persons.

Section 7.2 Indemnification by MDCI

MDCI agrees to defend, indemnify, save and hold harmless, discharge and release the Corporation and its directors, officers, employees and agents from and against any and all Losses suffered or incurred by the Corporation arising out of, relating to or in connection with:

(a)	any inaccuracy in any representation or warranty made by MDCI in this Agreement or in any certificate<br>delivered pursuant to this Agreement; and
(b)	any breach of any covenant of MDCI in this Agreement;
---	---

in each case, excluding any Losses suffered or incurred by the Corporation as a result of the breach of the terms of this Agreement by, or gross negligence or willful misconduct of, the Corporation. The Corporation hereby accepts the above indemnities in favour of its directors, officers, employees and agents as agent and trustee for each such Persons which is not a Party, and MDCI agrees that the Corporation may enforce such indemnities in favour and for the benefit of such Persons.

Article 8

termination

Section 8.1 Termination

This Agreement may be terminated and the Advance may be abandoned at any time prior to the Closing:

(a)	by mutual written agreement of the Parties;
(b)	by either the Corporation or MDCI, if:
---	---
(i)	the Closing does not occur on or prior to the Closing Outside Date, provided that a Party may not<br>terminate this Agreement pursuant to this Section 8.1(b)(i) if the failure of the Closing to so occur has been caused by,<br>or is a result of, breach by such Party of any of its representations or warranties or the failure of such Party to perform any<br>of its covenants or agreements under this Agreement; or
---	---

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| --- | | (ii) | after the Effective Date, any Applicable Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Advance illegal or otherwise prohibits or enjoins the Corporation or MDCI from consummating the Advance, and such Applicable Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) has used its good faith efforts to, as applicable, appeal or overturn such Applicable Law or otherwise have it lifted or rendered non-applicable in respect of the Advance; or | | --- | --- | | (c) | by MDCI if there shall have occurred, or the Corporation shall have incurred or suffered, a Material Adverse Effect that is continuing for at least 10 Business Days. | | --- | --- |

The Party desiring to terminate this Agreement pursuant to this Section 8.1 shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination rights.

Section 8.2 Effect of Termination

If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or Representative of such Party) to any other Party to this Agreement, except as otherwise expressly contemplated hereby, and provided that this Section 8.2, Section 4.4, Article 7 and Article 9 shall survive, and provided further that neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve a Party of any liability arising prior to such termination.

Article 9

MISCELLANEOUS

Section 9.1 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction.

Section 9.2 Notices

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, facsimile or email and addressed:

if to MDCI:

MDC Industry Holding Company LLC

Al Mamoura Building A, Fifth Floor

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Intersection of Muroor Road & 15th Street

P.O. Box 45005

Abu Dhabi

United Arab Emirates

Attn:	[Redacted]
Email:	[Redacted]

with a copy to:

McCarthy Tétrault LLP

745 Thurlow Street, Suite 2400

Vancouver, British Columbia

V6E 0C5

Attention:	[Redacted]
Email:	[Redacted

if to the Corporation:

Equinox Gold Corp.

700 West Pender St., Suite 1501

Vancouver, British Columbia

V6C 1G8

Attention:	[Redacted]
Facsimile:	[Redacted]
Email:
[Redacted]

with a copy to:

Blake, Cassels & Graydon LLP

595 Burrard Street, Suite 2600

Three Bentall Centre

Vancouver, British Columbia

V7Z 1L3

Attention:	[Redacted]
Facsimile:	[Redacted]
Email:
[Redacted]

Any Notice, if personally delivered, shall be deemed to have been validly and effectively given and received on the date of such delivery, if delivered before 5:00 p.m. on a Business Day in the place of delivery, or the next Business Day in the place of delivery, if not delivered on a Business Day or if sent after 5:00 p.m., and if sent by facsimile or other electronic communication with confirmation of transmission, shall be deemed to have been validly and effectively been given and received on the Business Day in the place of delivery next following the day it was transmitted. Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 9.2.

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Section 9.3 Assignment

The Parties agree that neither Party may assign or transfer this Agreement or any of the rights or obligations under it without the prior written consent of the other Party. Notwithstanding the foregoing, MDCI shall be entitled to assign all its rights under this Agreement without the consent of the Corporation to an Affiliate who agrees to be bound by all of the covenants of MDCI contained herein and comply with the provisions of this Agreement and provided further that such assignment shall not relieve MDCI of its obligations hereunder.

Section 9.4 Entire Agreement

The Parties agree that this Agreement contains, for good and valuable consideration, the entire agreement of MDCI and the Corporation relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This Agreement may not be amended or modified in any respect except by written instrument executed by each of the Parties.

Section 9.5 Expenses

Each Party shall bear its own costs in connection with the transactions contemplated in the Transaction Documents except as may otherwise be provided therein.

Section 9.6 Enurement

The Parties agree that this Agreement is binding upon and enures to the benefit of MDCI and the Corporation and their respective successors and permitted assigns.

Section 9.7 Severability

The Parties agree that if any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

Section 9.8 Further Assurances

Each of the Parties upon the request of the other, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.

Section 9.9 Time of Essence

The Parties agree that time is of the essence in this Agreement.

Section 9.10 Counterparts

The Parties agree that this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the Parties may rely on delivery by electronic delivery of an executed copy of this Agreement.

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[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers on the date first appearing above.

MDC Industry Holding Company LLC
By:	(Signed)
	Authorized Signatory
By:	(Signed)
---	---
	Authorized Signatory
Equinox Gold Corp.
---	---
By:	(Signed)
	Authorized Signatory
By:	(Signed)
	Authorized Signatory

[Signature page – Subscription Agreement]

| A-1 |

| --- |

Schedule A

Form of Debenture

(see attached)

| A-2 |

| --- |

UNLESS PERMITTED UNDER SECURITIESLEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE JULY 11, 2020**.**

EQUINOX GOLD CORP.

CONVERTIBLE DEBENTURE

Principal Amount: $130,000,000<br><br> <br>Certificate No. D-4	Issue Date: March 10, 2020

Article 1

PRINCIPAL amount AND INTEREST

Section 1.1 Principal Amount.

Section 1.2 Interest.

(1)	The Principal Amount shall bear interest both before and after maturity, default and judgment from<br>and including March 10, 2020 (the “Issue Date”)<br>to the date of repayment in full at an annual rate of interest of 4.75%.
(2)	The interest determined in accordance with Section 1.2(1) shall accrue from the Issue Date<br>but will not be payable until March 31, 2020 (the “First Interest PaymentDate”). Commencing on the First Interest Payment Date and thereafter on<br>the last day of each of the months of March, June, September and December of each year, the Corporation shall pay to the Holder<br>in cash quarterly in arrears the interest accrued during such period. If any such date<br>is not a Business Day, payment of such accrued interest shall be made on the next succeeding Business Day, without penalty.<br>If interest is not paid on the date that it is due and payable, the overdue interest will bear interest at<br>an annual rate of interest of 8%, compounded monthly, and payable on demand.
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(3)	Unless otherwise stated, wherever in this Debenture reference is made to a rate of interest “annual”<br>or "per annum" or a similar expression is used, such interest shall be calculated on the basis of a calendar year of<br>365 days and using the nominal rate method of calculation and shall not be calculated using the effective rate method of calculation<br>or any other basis that gives effect to the principle of deemed reinvestment of interest. For the purpose of the Interest Act<br>(Canada) and disclosure thereunder, whenever interest or fees to be paid hereunder is to be calculated on the basis of a year of<br>360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined<br>pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year<br>in which the same is to be ascertained and divided by either 360 or such other period of time, as the case may be.
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| A-3 |

Section 1.3 Evidence of Indebtedness and Method of Payment.

Article 2

INTERPRETATION

Section 2.1 Definitions.

As used in this Debenture, the following terms have the following meanings:

| A-4 |

| --- |

“90-Day VWAP” means, as of any date, the volume weighted average trading price per Common Share on the TSX for the 90 consecutive Trading Days ending on such date; if the Common Shares are not listed thereon, then on such Stock Exchange on which the Common Shares are listed as may be selected for such purpose by the directors of the Corporation; the volume weighted average trading 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 the said 90 consecutive Trading Days, with each sale price being converted to United States dollars using the exchange rate published by the Bank of Canada on the applicable sale date, by the total number of Common Shares so sold.

“Affiliate” means, with respect to any Person, any other Person that: (i) Controls, (ii) is Controlled by, or (iii) is under common Control with, such Person.

“AurizonaMine” means the gold underground and open pit mine known as the Aurizona Mine located in Maranhão State, Brazil near the confluence of the Duas Antas River and the Maracucume River.

“CallDate” has the meaning specified in Section 7.1.

“CallNotice” has the meaning specified in Section 7.2(1).

“CallRight” has the meaning specified in Section 7.1.

“CapitalReorganization” has the meaning specified in Section 6.4(3).

| A-5 |

| --- |

“Castle Mountain” means Castle Mountain Venture, a general partnership existing under the laws of California.

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

“Control” has the meaning specified in Section 2.2.

“Conversion” means the conversion by the Holder of any part of the Principal Amount into Common Shares pursuant to Article 6.

“ConversionNotice” has the meaning specified in Section 6.2.

“Conversion Option” has the meaning specified in Section 7.3.

“ConversionPrice” has the meaning specified in Section 6.1(2).

“ConversionRights” has the meaning specified in Section 6.1(1).

“ConvertibleDebentures Agent” means the Holder, in its capacity as agent on behalf of itself and the holders of the other Convertible Debentures.

“Corporation” has the meaning specified in Section 1.1.

| A-6 |

| --- |

“Debt” means with respect to any Person, without duplication:

(a)	indebtedness of such Person for borrowed money or for the deferred<br>purchase price of property and services, other than trade payables incurred in the ordinary course of business and payable in accordance<br>with customary practices;
(b)	other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument;
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(c)	obligations of such Person under any lease of any property (whether<br>real, personal or mixed and including, without limitation, equipment) by that Person as lessee that, in conformity with generally<br>accepted accounting principles, is, or is required to be, accounted for as a finance lease obligation on the balance sheet of that<br>Person;
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(d)	contingent reimbursement or payment obligations of such Person<br>in respect of any letter of credit, bank guarantee or surety bond;
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(e)	to the extent accelerated, in relation to any Person (the “relevantparty”) and any counterparty of the relevant party at any time means the amount which<br>would be payable by the relevant party to that counterparty, if any, pursuant to all Hedging Arrangements entered into between<br>them and in effect at that time if the transactions governed thereby were to be terminated as the result of the early termination<br>thereof;
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(f)	to the extent recorded as indebtedness on the balance sheet of<br>such Person in accordance with IFRS, repayment obligations, liquidated damages or other financial compensation due and owing under<br>the Scotia Facility and/or Sandstorm Debenture upon an event of default thereunder, as applicable; and
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(g)	the contingent obligations of such Person under any guarantee<br>or other agreement assuring payment of any obligations of any Person of the type described in the foregoing clauses (a) to (f).
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“Default” means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

“Eventof Default” has the meaning specified in Section 8.1.

| A-7 |

| --- |

“Existing Stream Agreements” means, collectively:

(a)

(b)

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“Governmental Authorizations” means all authorizations, approvals, orders, rulings, certificates, consents, directives, notices, licenses, permits, variances, registrations or other rights issued to or required by the Corporation or its Material Subsidiaries by or from any Governmental Entity.

| A-8 |

| --- |

“Guarantees” means, collectively, the guarantees delivered by the Guarantors and any additional guarantees delivered pursuant to Section 3.1(b).

“GuarantorShare Reorganization” means any change in the issued and outstanding shares of a Guarantor.

“HedgingArrangements” means any derivative transaction entered into in connection with protection against, or benefit from, fluctuations in any rate or price.

“Holder” has the meaning specified in Section 1.1.

“IFRS” means International Financial Reporting Standards as adopted by the Accounting Standards Board (Canada), as amended from time to time.

“IndemnifiedTaxes” means Taxes other than Excluded Taxes.

“InsolvencyEvent” means the occurrence of any of the following events:

(a)

the Corporation or any of its Material Subsidiaries is wound up, dissolved or liquidated (or any proceeding is commenced to wind-up, dissolve or liquidate the Corporation or any of its Material Subsidiaries) under any Applicable Law or otherwise, voluntarily or involuntarily, pursuant to the provisions of any Applicable Law, has its existence terminated or passes any resolution in connection with any of the above, other than a dissolution where all of the assets of the dissolving company are transferred to the Corporation or a Material Subsidiary;

| A-9 |

| --- | | (b) | the Corporation or any of its Material Subsidiaries makes a general assignment for the benefit of its creditors, acknowledges its insolvency or is declared or becomes bankrupt, concursomercantil or insolvent; | | --- | --- | | (c) | the Corporation or any of its Material Subsidiaries commits an act of bankruptcy or concurso mercantil under Applicable Law, including, without limitation, the failure to meet its liabilities generally as they become due; | | --- | --- | | (d) | any filing of a proposal or notice of intention to make a proposal is made or served under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or under any other bankruptcy, concurso mercantil, insolvency or analogous statutes or laws in any other jurisdiction or consent to the filing of any step or proceeding under any of those statutes in respect of the Corporation or any of its Material Subsidiaries; | | --- | --- | | (e) | any filing is made or a proceeding is commenced by or in respect of the Corporation or any of its Material Subsidiaries seeking any stay of proceedings, protection from creditors, moratorium, reorganization, arrangement, composition, re-adjustment or any other relief under any present or future law of any jurisdiction relative to bankruptcy, concurso mercantil, insolvency or other relief for debtors, unless (if commenced against the Corporation or any of its Material Subsidiaries) same is being contested actively and diligently in good faith by appropriate proceedings and is dismissed, vacated or permanently stayed with no chance of reinstatement within 60 days of commencement; | | --- | --- | | (f) | any trustee in bankruptcy, concurso mercantil, interim receiver, receiver, receiver and manager, custodian, sequestrator, administrator, monitor, liquidator or foreign representative or any other Person with similar powers is appointed in respect of the Corporation or any of its Material Subsidiaries or any part of its property; or | | --- | --- | | (g) | the Corporation or any of its Material Subsidiaries causes or is subject to any event with respect to it, which under Applicable Law, has an analogous effect to any of the events specified in (a) to (f) above (inclusive). | | --- | --- |

“Intercreditor Agreements” means, collectively, the Franco Nevada/Scotia Intercreditor Agreement, the Sandstorm/Scotia Intercreditor Agreement and the Omnibus Intercreditor Agreement.

“Investor Rights Agreement” means the investor rights and governance agreement dated as of April 11, 2019 between the Holder and the Corporation.

“IssueDate” has the meaning specified in Section 1.2(1).

“JudgementCurrency” has the meaning specified in Section 9.10(4).

**“Leagold Credit Agreement”**means the credit agreement dated as of June 18, 2019 entered into among Leagold Mining Corporation (as corporate predecessor to the Corporation), as borrower, Société Générale, as administrative agent, Société Générale, Investec Bank PLC and ING Capital LLC, as joint lead arrangers, Investec Bank plc, as technical agent and the lenders party thereto.

| A-10 |

| --- |

“LiquidityNotice” has the meaning specified in Section 7.3.

“LiquidityOption” has the meaning specified in Section 7.3.

“LiquidityOption Period” has the meaning specified in Section 7.3.

“MaturityDate” has the meaning specified in Section 1.1.

“MesquiteMine” means the Mesquite gold mine located near Glamis, Imperial County, California operated by Western Mesquite Mines, Inc.

“Obligations” means all indebtedness, liabilities and other obligations of the Corporation to the Holder under this Debenture.

“Offtake Agreements” means, collectively:

(a)	the amended and restated offtake agreement dated as of May 2, 2018 between, among others, OMF Fund<br>II SO Ltd., as purchaser, and Leagold Mining Corporation (as successor by amalgamation to Leagold Acquisition Corporation), as<br>seller, providing for, among other things, the purchase and sale of up to 1,100,000 ounces of gold; and
(b)	the amended and restated offtake agreement dated as of December 14, 2018 between, among others,<br>OMF Fund II SO Ltd., as purchaser and Leagold Mining Corporation (as successor by amalgamation to Leagold Acquisition Corp. II),<br>as seller, providing for, among other things, the purchase and sale of 733,333 ounces of refined gold.
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| A-11 |

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“Omnibus IntercreditorAgreement” means the amended and restated intercreditor agreement dated March 10, 2020 among the Scotia Facility Agent, for and on behalf of the lenders and hedge providers under the Scotia Facility, the Convertible Debentures Agent, for and on behalf of the Holder and the holders of the other Convertible Debentures, the Corporation, and the Guarantors.

“PacFund II LP” means Pacific Road Capital Management GP II Limited, as general partner of Pacific Road Resources Fund II L.P., a limited partnership governed by the laws of England.

“PacFund II Trust” means Pacific Road Capital II Pty Limited, as trustee for Pacific Road Resources Fund II, a trust governed by the laws of Australia, in its own capacity.

“PacRoad Investment Agreement” means the investment agreement dated May 7, 2015 between inter alios Pac Fund II Trust, Pac Fund II LP, Pacific Road Capital II Pty Limited, and Luna Gold Corp.

| A-12 |

| --- |

“PermittedDebt” means:

(a)	Debt under this Debenture and the other Convertible Debentures;
(b)	Debt comprised of amounts owed to trade creditors and accruals<br>in the ordinary course of business, which are either not overdue for more than sixty (60) days or, if disputed and in that case<br>whether or not overdue, are being contested in good faith by any of the Corporation and the Material Subsidiaries by appropriate<br>proceedings diligently conducted;
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(c)	any Debt approved by the Holder and, if applicable, permitted<br>pursuant to the terms of an intercreditor agreement, in form and substance satisfactory to the Holder providing for the full subordination<br>and postponement of such indebtedness and any security therefor, executed and delivered in favour of the Holder;
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(d)	any guarantee or indemnity in respect of Permitted Debt;
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(e)	any other Debt which the Holder agrees in writing is Permitted<br>Debt for the purposes of this Debenture;
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(f)	Debt under capital leases and purchase money obligations provided<br>that the aggregate Debt of any of the Corporation and the Material Subsidiaries in respect of such capital leases and purchase<br>money obligations does not exceed the fair market value of the financed equipment or property at any time and, at any particular<br>time, the aggregate principal amount of such Debt does not exceed $30,000,000;
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(g)	Debt in the principal amount not to exceed $500,000,000 pursuant<br>to the Scotia Facility;
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(h)	Debt of the Corporation in favour of Ross J. Beaty in a principal<br>amount of $12,000,000 under the amended and restated standby promissory note in a principal amount of $12,000,000 issued by the<br>Corporation in favour of Ross J. Beaty on December 23, 2019 (provided that the Corporation shall only be entitled to reimburse<br>such debt in accordance with its terms and shall not be entitled to borrow any amount in connection thereto including, for greater<br>certainty, any amount reimbursed thereunder);
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(i)	unsecured Debt of the Corporation in favour of Ross J. Beaty<br>with a term of not more than one year and in a principal amount not to exceed $20,000,000 from time to time in addition to the<br>Debt referred to in (h), above;
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(j)	Debt of the Corporation in favour of Sandstorm Gold Ltd. in a<br>principal amount of $9,900,000 under the Sandstorm Debenture (provided that the Corporation shall only be entitled to reimburse<br>such debt in accordance with its terms and shall not be entitled to borrow any amount in connection<br>thereto including, for greater certainty, any amount reimbursed thereunder, and the Sandstorm Debenture shall be subordinated<br>to the Convertible Debentures on terms satisfactory to the Holder);
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(k)	Debt owed by the Corporation or a Guarantor to the Corporation<br>or a Guarantor;
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| A-13 |

| --- | | (l) | Debt of up to a maximum aggregate principal amount at any particular time of $85,000,000 in respect of surety or performance bonds, letters of credit or bank guarantees in favour of a public utility or any other Governmental Entity in connection with the operations of the Corporation or any Guarantor (including for the reclamation or remediation of mining properties and commodities such as power, fuel and chemicals), all in the ordinary course of business; | | --- | --- | | (m) | to the extent constituting Debt, Taxes, assessments or governmental charges or levies which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles; | | --- | --- | | (n) | Debt pursuant to Permitted Hedging Arrangements; | | --- | --- | | (o) | Debt under each of the Sandstorm Royalty and the Franco Nevada Royalty; | | --- | --- | | (p) | Debt in respect of secured cash management facilities provided by the lenders under the Scotia Facility; | | --- | --- | | (q) | Debt of any relevant Guarantor under a VAT Facility and unsecured guarantees by the Corporation in an aggregate principal amount not exceeding $10,000,000 (or the equivalent thereof) at any time outstanding for all such VAT Facilities; and | | --- | --- | | (r) | obligations owing under Existing Stream Agreements. | | --- | --- |

“Permitted Disposal” means any sale, lease, license, transfer or other disposal:

(a)	of inventory in the ordinary course of business (including<br>pursuant to the Existing Stream Agreements, Offtake Agreements and any carbon fines sales agreements);
(b)	of vehicles, plant and equipment that is obsolete, redundant<br>or that is not necessary for the operation of the business of the Corporation or any of the Material Subsidiaries provided that<br>such assets are disposed of for cash at fair market value;
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(c)	made with the prior written consent of the Holder;
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(d)	of fixed assets at fair market value where the proceeds of disposal<br>are used to purchase replacement assets comparable or superior as to type, value and quality;
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(e)	of assets not contemplated in any of the foregoing paragraphs<br>provided that such assets are disposed of for cash at fair market value in an aggregate amount not to exceed $10,000,000 per fiscal<br>year;
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(f)	(i) of shares of Solaris Copper Inc. or (ii) of shares,<br>assets or property of any Subsidiary of the Corporation that is not a Material Subsidiary;
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(g)	property and assets of the Corporation or a Guarantor to the<br>Corporation or another Guarantor, provided that if the disposing Person has granted an Encumbrance in favour of the Convertible<br>Debentures Agent over the asset or property subject to such disposal, equivalent security over such asset or property shall be<br>granted in favour of the Convertible Debentures Agent by the acquiring Person substantially concurrently with such Person’s<br>acquisition of such asset or property, in each case, on terms and conditions satisfactory to the Convertible Debentures Agent;<br>or
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| A-14 |

| --- | | (h) | shares issued by Leagold Pilar Holdings B.V. and/or Pilar de Goiás Desenvolvimento Mineral S.A. and/or the assets comprised of the complex of underground gold mines known as the “Pilar Mine” owned and operated by Pilar de Goiás Desenvolvimento Mineral, S.A. covering approximately 17,800 hectares located 320 km from Brasilia in Goiás State, Brazil. | | --- | --- |

“PermittedEncumbrances” means at any time and from time to time:

(a)	any Encumbrance granted pursuant to any security document entered<br>into by any of the Corporation and the Material Subsidiaries in connection with the Debt under each of the Sandstorm Royalty and<br>the Franco Nevada Royalty;
(b)	any Encumbrance granted pursuant to any security document entered into by any of the Corporation<br>and the Material Subsidiaries in connection with the Debt under the Scotia Facility, provided such Debt constitutes Permitted Debt;
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(c)	any Encumbrance or deposit under workers’ compensation,<br>social security or similar legislation or in connection with bids, tenders, leases or contracts or to secure related public or<br>statutory obligations, surety and appeal bonds, performance bonds where required by law;
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(d)	any Encumbrance imposed pursuant to statute such as builders’,<br>mechanics’, materialman’s, carriers’, warehousemen’s, Persons having taken part in the construction or<br>renovation of an immovable and landlords’ liens and privileges, in each case, which relate to obligations not yet due or<br>delinquent or, if due or delinquent, which any of the Corporation and the Material Subsidiaries is contesting in good faith if<br>such contestation involves no material risk of loss of any material part of its assets;
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(e)	any Encumbrance for Taxes, assessments, unpaid wages or governmental<br>charges or levies for the then current year, or not at the time due and delinquent or, if due or delinquent, the validity of which<br>is being contested at the time in good faith and as to which reserves in amounts sufficient to cover such Encumbrances are being<br>maintained in accordance with IFRS;
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(f)	any right reserved to or vested in any Governmental Entity by<br>the terms of any lease, licence, franchise, grant, claim or permit held or acquired by any of the Corporation and the Material<br>Subsidiaries, or by any statutory provision, to terminate the lease, licence, franchise, grant, claim or permit or to purchase<br>assets used in connection therewith or to require annual or other periodic payments as a condition of the continuance thereof;
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(g)	any Encumbrance created or assumed by any of the Corporation<br>and the Material Subsidiaries in favour of a public utility or Governmental Entity (whether directly or indirectly) when required<br>by the utility or Governmental Entity, all in the ordinary course of business;
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| A-15 |

| --- | | (h) | any Encumbrance that secures capital leases and purchase money obligations permitted under Paragraph (f) of the definition of “Permitted Debt”, provided always that the collateral subject to any such Encumbrance is limited to the property and assets leased or acquired pursuant to such capital leases and purchase money obligations; | | --- | --- | | (i) | any reservations, limitations, provisos and conditions expressed in or implied by statute in any original grants from any Governmental Entity of any land or interest therein, statutory exceptions to title to and reservations in respect of a valid discovery with respect to unpatented mining claims, and Encumbrances in favour of any Governmental Entity with respect to water rights and patented and unpatented mining claims; | | --- | --- | | (j) | any applicable municipal and other Governmental Entity restrictions affecting the use of land or the nature of any structures which may be erected thereon, any minor encumbrance, such as easements, rights-of-way, servitudes, restrictions or other similar rights in land granted to or reserved by other Persons, rights-of-way for sewers, electric lines, telegraph and telephone lines, oil and natural gas pipelines and other similar purposes, or zoning or building restrictions or other restrictions applicable to the use of real property by any of the Corporation and the Material Subsidiaries, or title defects, encroachments or irregularities, that do not materially detract from the value of the property affected thereby or materially interfere with the operation of the business of the Corporation or respective Material Subsidiaries or materially interfere with the exploitation of all or any portion of the minerals owned by the Crown on or below the lands subject to the mining rights of the Corporation and the Material Subsidiaries; | | --- | --- | | (k) | undetermined or inchoate Encumbrances and charges arising or potentially arising under statutory provisions 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; | | --- | --- | | (l) | any extension, renewal, refinancing or replacement of any of the foregoing provided, however, that the Encumbrance permitted hereunder shall not be extended to cover any additional debt or additional property; | | --- | --- | | (m) | deposit of cash or securities in connection with any appeal, review or contestation of any Encumbrance or any matter giving rise to an Encumbrance; | | --- | --- | | (n) | any Encumbrance that secures Debt permitted under Paragraph (l) of the definition of “Permitted Debt” (such Encumbrances shall only be permitted on any cash collateral to be applied against such Debt); | | --- | --- | | (o) | royalties granted, as at the date hereof, in connection with the operation of the Mesquite Mine, Castle Mountain and Aurizona Mine and Encumbrances securing such royalties; | | --- | --- | | (p) | the Royalties (as defined in the Scotia Facility) including royalties on the production or profits from mining which are described in Schedule L to the Scotia Facility; | | --- | --- |

| A-16 |

| --- | | (q) | any Encumbrance that secures Permitted Hedging Arrangements; | | --- | --- | | (r) | any Encumbrance that secures Debt permitted under paragraph (p) of the definition of “Permitted Debt”; | | --- | --- | | (s) | Encumbrances and charges incidental to construction or current operations which have not at such time been filed pursuant to law or which relate to obligations not due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles; | | --- | --- | | (t) | Encumbrances on minerals or the proceeds of sale of such minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing the payment of the Corporation’s or any Guarantor’s portion of the fees, costs and expenses attributable to the processing or refining of such minerals under any such processing arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due; | | --- | --- | | (u) | any Encumbrances or right to set-off arising under article 24 or 25 respectively of the general terms and conditions (Algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken); | | --- | --- | | (v) | until the date falling 30 days after the Issue Date, Encumbrances under the laws of Mexico and/or Brazil granted by one or more Guarantors pursuant to the Leagold Credit Agreement; | | --- | --- | | (w) | contractual rights of setoff granted in the ordinary course of business; and | | --- | --- | | (x) | Encumbrances over any VAT Proceeds Account and any monies on deposit therein securing amounts owing under a VAT Facility. | | --- | --- |

“PrincipalAmount” means one hundred thirty million U.S. dollars ($130,000,000), as such amount may be reduced from time to time in accordance with the terms of this Debenture.

“Redemption Date” has the meaning specified in Section 7.2(2).

“RedemptionPrice” means the amount determined in accordance with the following formula as at the Redemption Date:

| A-17 |

| --- |

RP = (PA / CP x 90-Day VWAP) - D,

where:

(i)	“RP” is the Redemption Price;
(ii)	“PA” is the outstanding Principal Amount as<br>at the Redemption Date (and related accrued interest up to but not including the Redemption Date and unpaid);
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(iii)	“CP” is the Conversion Price;
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(iv)	“90-Day VWAP” is the 90-Day VWAP as at the date on which a Call Notice is given pursuant<br>to Section 7.2; and
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(v)	“D” is the financing fees incurred by the Corporation<br>in connection with the payment of the Redemption Price; provided that (a) in no event shall “D” exceed 5% of the Redemption<br>Price, and (b) the Corporation shall use its best efforts to minimize such financing fees.
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**“Rolling EBITDA”**means the EBITDA for the fiscal quarter taken together with the three immediately preceding fiscal quarters. The EBITDA for the fiscal quarters ending December 31, 2019, September 30, 2019 and June 30, 2019 is as set forth in Schedule A.

“Royalties” means, collectively, the Sandstorm Royalty and the Franco Nevada Royalty.

“SandstormDebenture” means the convertible debenture issued by the Corporation in favour of Sandstorm Gold Ltd., as amended on January 3, 2018, in a principal amount of $9,900,000.

| A-18 |

| --- |

“ScotiaFacility Agent” means The Bank of Nova Scotia, in its capacity as administrative agent of the lenders and hedge providers under the Scotia Facility.

“SeniorSecured Debt” shall include any amounts outstanding under the Scotia Facility as well as any capital leases or purchase money obligations.

“ShareReorganization” has the meaning specified in Section 6.4(2).

“StockExchange” means, as at any date, any stock exchange upon which the Corporation has listed the Common Shares for trading.

“Subscription Agreement” means the agreement dated as of March 10, 2020 between the Holder and the Corporation pursuant to which, among other things, the Holder agreed to subscribe for and purchase, and the Corporation agreed to issue and sell, this Debenture.

“Subsidiary” means, in respect of any Person, another Person that is Controlled by such first-mentioned Person.

“TaxAct” means the Income Tax Act (Canada), as amended from time to time.

“Total Debt” means the sum of amounts outstanding under the Convertible Debentures and the Scotia Facility, together with any amounts falling within paragraphs (a) to (g) of the definition of “Debt”.

“TradingDay” means any day on which the TSX is open for trading or quotation.

“Transaction” has the meaning specified in Section 5.4(3).

| A-19 |

| --- |

“TransactionNotice” has the meaning specified in Section 5.4(3).

“TransactionRedemption Price” has the meaning specified in Section 5.4(3).

“TSX” means the Toronto Stock Exchange.

Section 2.2 Control

(a)	For the purposes of this Agreement:
(i)	a Person Controls a body corporate if securities of the body corporate to which are attached more<br>than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by such Person and the votes<br>attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
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(ii)	a Person Controls an unincorporated entity, other than a limited partnership, if more than 50%<br>of the ownership interests, however designated, into which the entity is divided are beneficially owned by such Person and such<br>Person is able to direct the business and affairs of the entity; and
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(iii)	the general partner of a limited partnership Controls the limited partnership.
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(b)	A Person who Controls an entity is deemed to Control any entity that is Controlled, or deemed to<br>be Controlled, by the entity.
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(c)	A Person is deemed to Control, within the meaning of Section 1.3(a)(i) or Section 1.3(a)(ii),<br>an entity if the aggregate of:
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(i)	any securities of such entity that are beneficially owned by that Person; and
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(ii)	any securities of such entity that are beneficially owned by any entity Controlled by that Person;
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is such that, if such Person and all of the entities referred to in Section 1.3(c)(ii) that beneficially own securities of such entity were one Person, such Person would Control such entity.

| A-20 |

| --- |

Section 2.3 Gender and Number.

Any reference in this Debenture to gender includes all genders and words importing the singular number only include the plural and vice versa.

Section 2.4 Headings, etc.

The division of this Debenture into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect the interpretation of this Debenture.

Section 2.5 Currency.

All references in this Debenture to dollars, unless otherwise specifically indicated, are references to U.S. dollars.

Section 2.6 Certain Phrases, etc.

Section 2.7 Dutch Terms.

In this Debenture where it relates to a Dutch person or entity, a reference to:

(a)	an "administrator" includes a bewindvoerder;
(b)	an "attachment" includes a beslag;
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(c)	a "moratorium" includes surseance van betaling and "granted a moratorium"<br>includes surseance verleend;
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(d)	a "security interest" includes any mortgage (hypotheek), pledge (pandrecht),<br>retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie),<br>right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht) created for the purpose<br>of granting security (goederenrechtelijk zekerheidsrecht);
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(e)	a "trustee in bankruptcy" includes a curator; and
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(f)	a "winding up" or "dissolution" (and any of those terms) includes a Dutch entity<br>being declared bankrupt (failliet verklaard) or dissolved (ontbonden).
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Section 2.8 Accounting Terms.

All accounting terms not specifically defined in this Debenture shall be interpreted in accordance with IFRS.

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Article 3

GUARANTEES AND SECURITY

Section 3.1 Guarantees.

(a)

(b)

The Corporation will promptly give notice to the Holder of any Person (including any Subsidiary of the Corporation) becoming a Material Subsidiary after the date hereof. The Corporation covenants to cause a Guarantee, together with Security Documents securing such Guarantee, to be provided by any such Person which becomes a Material Subsidiary after the date hereof as soon as possible and in any event not later than 30 days after such Person has become a Material Subsidiary.

---

Section 3.2 Security.

Concurrently with the delivery of this Debenture, the Corporation shall provide, or cause to be provided, the Security Documents.

Article 4

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties.

The representations and warranties of the Corporation contained in the Subscription Agreement are incorporated by reference into this Debenture.

Section 4.2 Survival of Representations and Warranties.

Article 5

COVENANTS

Section 5.1 Positive Covenants.

The Corporation covenants and agrees with the Holder that, for as long as any part of the Principal Amount remains outstanding, it will, and will cause each of its Material Subsidiaries to:

(a)	pay or cause to be paid all principal, interest and other amounts payable under this Debenture<br>punctually when due;

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| --- | | (b) | maintain a second ranking (subject to Permitted Encumbrances) perfected security interest in the security contemplated hereunder and under the Security Documents; | | --- | --- | | (c) | maintain and preserve its existence, organization and status in its jurisdiction of incorporation and make all corporate and other filings and registrations in each relevant jurisdiction necessary or advisable in connection therewith; | | --- | --- | | (d) | defend, protect and maintain its property from all material adverse claims; | | --- | --- | | (e) | obtain, as and when required, and maintain in good standing all material permits and approvals necessary for the ownership of its property and for the conduct of its business in each relevant jurisdiction, and carry on and continuously operate its business in a commercially prudent manner, unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect; | | --- | --- | | (f) | maintain, preserve, protect and keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and make necessary and proper repairs, renewals and replacements so that its business may be properly conducted at all times, all in accordance with generally accepted international engineering and operating practices and international mining standards; | | --- | --- | | (g) | duly file on a timely basis all Tax returns required to be filed by it and duly and punctually pay all Taxes levied or assessed against it or its property, unless they are being contested in good faith by appropriate proceedings and it has made adequate provision for payment of the contested amount; | | --- | --- | | (h) | promptly give notice to the Holder of: | | --- | --- | | (i) | any Event of Default or default hereunder that may reasonably be expected to become an Event of Default of which it becomes aware, using reasonable diligence, together with a statement of an officer of the Corporation setting forth the details of such Event of Default and the action which has been, or is proposed to be, taken with respect thereto; | | --- | --- | | (ii) | any material default by the Corporation of its obligations under Canadian Securities Laws or the requirements of any Stock Exchange; | | --- | --- | | (iii) | any order, ruling or determination of any Stock Exchange or securities regulatory authority having the effect of suspending the sale or ceasing the trading of any securities of the Corporation; | | --- | --- | | (iv) | any material litigation, arbitration or other proceeding commenced or threatened against it or affecting it; | | --- | --- | | (v) | any matter or other information of which it becomes aware and which would reasonably be expected to have a Material Adverse Effect, together with a statement of an officer of the Corporation describing the nature of such matter or other information and the anticipated effects thereof; and | | --- | --- |

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| --- | | (vi) | any other material change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, | | --- | --- |

and from time to time provide the Holder with all reasonable information requested by the Holder concerning the status of any of the foregoing;

(i)	maintain or cause to be maintained insurance with international insurance companies with AM Best<br>rating of not less than A- with respect to the Corporation’s and the Material Subsidiaries’ properties and business<br>against such casualties and contingencies, of such types, and in such amounts as is customary in the case for similar businesses<br>operating in similar geographic locations;
(j)	comply with Applicable Laws, such compliance to include (without limitation) its qualification<br>as a foreign corporation in all jurisdictions in which such qualification is legally required for the conduct of its business,<br>unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect;
---	---
(k)	use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX and<br>the NYSE American, and take all steps necessary to ensure that any Common Shares issued to the Holder pursuant to the terms of<br>this Debenture are listed and posted for trading on such Stock Exchanges (subject, in the case of any Common Shares issued to the<br>Holder pursuant to the terms of this Debenture, to any applicable hold periods, not to exceed four months plus one day), and will<br>use commercially reasonable efforts to maintain such listing and posting for trading of such Common Shares on such Stock Exchanges,<br>and will use commercially reasonable efforts to maintain the Corporation’s status as a “reporting issuer” not<br>in default of the requirements of the Canadian Securities Laws; provided, however, that nothing in this Section 5.1(k)<br>shall prevent or restrict the Corporation from engaging in a transaction to which Section 5.4 applies even if as a result<br>of such transaction the Corporation ceases to be a “reporting issuer” in all or any jurisdictions of Canada or the<br>Common shares cease to be listed on the TSX or NYSE American (or any other stock exchange);
---	---
(l)	(i) provided that no Event of Default has occurred and is continuing, provide to the Holder and<br>any of its representatives all such information and records under its control as may be reasonably requested by the Holder to determine<br>the Corporation’s compliance with this Debenture or to exercise or enforce the Holder’s rights thereunder, and (ii)<br>while an Event of Default has occurred and is continuing, permit the Holder and any of its representatives, at reasonable times<br>and customary intervals during normal business hours and at the cost of the Corporation, to inspect any of its property, to visit<br>its offices and to discuss its financial matters with its financial officers or its accountants and to examine any of its books<br>or corporate records as may be reasonably requested by the Holder;
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(m)	comply with all Governmental Authorizations that are necessary for the ownership or lease of its<br>properties or the conduct of its businesses including, as applicable, for exploration, development and operation (as applicable)<br>of the material assets of the Corporation or its Subsidiaries, unless the failure to do so could not reasonably be expected to<br>result in a Material Adverse Effect;
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| --- | | (n) | as soon as reasonably possible and in no event later than 20 Business Days after the Issue Date, cause the articles of association of each of Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Lux Holdings B.V. and Leagold Pilar Holdings B.V. to be amended to grant the right to any pledgee (and usufructuary) with voting rights to convene general shareholder meetings for each of the foregoing entities; and | | --- | --- | | (o) | as soon as reasonably possible and in no event later than 20 Business Days after the Issue Date, cause item 3 of the articles of incorporation of MXN Silver Corp. to be amended to add the following: | | --- | --- |

Section 5.2 Negative Covenants.

(a)	create, incur, assume or permit to exist any Debt other than Permitted Debt;
(b)	save and except for the royalties described in Schedule L to the Scotia Facility, the<br>Existing Stream Agreements and the Offtake Agreements, the Corporation shall not, and shall not suffer or permit any Material<br>Subsidiary to, be a party to any streaming, metal prepay or royalty arrangement other than resulting from (and not in contemplation<br>of) a Permitted Corporate Reorganization or a Permitted Capital Reorganization or a pre-existing royalty agreement and/or streaming<br>agreement for which a Material Subsidiary becomes liable after the Issue Date by virtue of a Permitted Acquisition (as defined<br>in the Scotia Facility) (but not, for the avoidance of doubt, as consideration for such Permitted Acquisition);
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(c)	enter into any transaction involving a consolidation, amalgamation or merger with or into, or reorganization,<br>reincorporation or reconstitution into or as another entity (other than the Corporation or<br>another Material Subsidiary), or continuance or redomiciliation into another jurisdiction, other than a Permitted Corporate Reorganization;
---	---
(d)	change in any material respect the nature of the business or operations of the Corporation or any<br>of the Material Subsidiaries existing as of the date hereof;
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| --- | | (e) | create, or permit to exist, any Encumbrances in respect of any of the assets, property and undertakings now owned or hereafter acquired by the Corporation or any of the Material Subsidiaries, except for Permitted Encumbrances; | | --- | --- | | (f) | dispose of or transfer to any Person any interest in the assets of the Corporation or a Material Subsidiary except in connection with a Permitted Disposal, a Permitted Corporate Reorganization or a Permitted Capital Reorganization; | | --- | --- | | (g) | transfer any shares it holds in any Material Subsidiary other than in connection with a Permitted Corporate Reorganization or a Permitted Capital Reorganization; | | --- | --- | | (h) | pay any amount to the holders of Common Shares by way of dividend, return of capital or otherwise, other than as permitted under the Scotia Facility as of the Issue Date; | | --- | --- | | (i) | purchase, redeem or otherwise acquire any of the Common Shares; | | --- | --- | | (j) | engage in any transactions with Persons not dealing at arm’s length (as defined in the IncomeTax Act (Canada)) with the Corporation except: (A) with respect to the transactions permitted by paragraphs (h) and (i) of the definition of “Permitted Debt”, (B) with other Guarantors; or (C) in the ordinary course, and pursuant to the reasonable requirements, of business; in each such case, at prices and on terms not less favourable to the Corporation than could be obtained in a comparable arm’s length transaction with another Person; | | --- | --- | | (k) | incur any unfunded liability or contingent liability with respect to a defined benefit pension plan for any employees if such liability would reasonably be expected to have a Material Adverse Effect; | | --- | --- | | (l) | enter into any Hedging Arrangements other than Permitted Hedging Arrangements or as permitted under the Scotia Facility; | | --- | --- | | (m) | make any loan to any other Person other than between the Corporation and a Guarantor, other than (i) any loan made to an Immaterial Subsidiary up to an aggregate amount of $1,000,000 and (ii) any loan made since the Issue Date for business purposes only and in the ordinary course of business up to an aggregate amount of $50,000,000; and | | --- | --- | | (n) | allow the aggregate balance of all amounts held in the ABN Accounts to exceed $3,000,000 at close of business on any day, | | --- | --- |

provided, however, that nothing in this Section 5.2 shall prevent or restrict a transaction to which Section 5.4 applies.

Section 5.3 Financial Covenants.

(a)	a Senior Secured Debt to Rolling EBITDA ratio of less than 4.00:1;<br>and

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| --- | | (b) | a Total Debt to Rolling EBITDA ratio of less than 4.50:1. | | --- | --- |

Section 5.4 Corporation may Consolidate, etc., Only on Certain Terms.

(1)	The Corporation may not, without the consent of the Holder, consolidate with or amalgamate or merge<br>with or into any Person (other than a Material Subsidiary of the Corporation) if such consolidation, amalgamation or merger would<br>result in a change of Control of the Corporation or sell, convey, transfer or lease all or substantially all of the properties<br>and assets of the Corporation to another Person (other than a Material Subsidiary of the Corporation) unless:
(a)	the Person formed by such consolidation or into which the Corporation is amalgamated or merged,<br>or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the properties and assets of the<br>Corporation is a corporation, organized and existing under the laws of Canada or any province or territory thereof or the laws<br>of the United States or any state thereof and such corporation (if other than the Corporation or the continuing corporation resulting<br>from the amalgamation of the Corporation with another corporation under the laws of Canada or any province or territory thereof)<br>expressly assumes, by a supplement hereto, executed and delivered to the Holder, in form satisfactory to the Holder, acting reasonably,<br>the obligations of the Corporation under this Debenture and the performance or observance of every covenant and provision of this<br>Debenture required on the part of the Corporation to be performed or observed and the conversion rights shall be provided for in<br>accordance with Article 6, by the Person (if other than the Corporation or the continuing corporation resulting from the amalgamation<br>of the Corporation with another corporation under the laws of Canada or any province or territory thereof) formed by such consolidation<br>or into which the Corporation shall have been merged or by the Person which shall have acquired the Corporation’s assets;
---	---
(b)	after giving effect to such transaction, no Event of Default, and no event which, after notice<br>or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;
---	---
(c)	if the Corporation or the continuing corporation resulting from the amalgamation or merger of the<br>Corporation with another Person under the laws of Canada or any province or territory thereof or the laws of the United States<br>or any state thereof will not be the resulting, continuing or surviving corporation, the Corporation shall have, at or prior to<br>the effective date of such consolidation, amalgamation, merger or sale, conveyance, transfer or lease, delivered to the Holder<br>a certificate of the Corporation and an opinion of counsel, each stating that such consolidation, merger or transfer complies with<br>this Section 5.4 and, if a supplement hereto is required in connection with such transaction, such supplement complies with<br>this Section 5.4, and that all conditions precedent herein provided for relating to such transaction have been complied with;<br>and
---	---
(d)	the Holder is provided with the Transaction Notice as set out in Section 5.4(3) and the Corporation<br>complies with Section 5.4(4).
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(2)	For purposes of this Section 5.4, the sale, conveyance, transfer or lease (in a single transaction<br>or a series of related transactions) of the properties or assets of one or more Material Subsidiaries of the Corporation (other<br>than to the Corporation or another Material Subsidiary of the Corporation), which, if such properties or assets were directly owned<br>by the Corporation, would constitute all or substantially all of the properties and assets of the Corporation and its Material<br>Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the<br>properties and assets of the Corporation.
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| --- | | (3) | If the Corporation wishes to effect any transaction contemplated in Section 5.4(1) (a “Transaction”), in addition to the conditions to such Transaction set out in Section 5.4(1), it shall give notice to such effect to the Holder (the “Transaction Notice”), containing: (i) reasonable details of the Transaction and parties involved; and (ii) an offer to purchase the Debenture for an amount equal to 130% of the outstanding Principal Amount (the “Transaction Redemption Price”) plus accrued and unpaid interest thereon up to, but excluding, the date of purchase. The Transaction Notice shall also contain (i) a statement that the completion of the Transaction will not have a Material Adverse Effect; (ii) an undertaking of the Corporation to comply, or to cause the Person formed by or resulting from the Transaction or acquiring the Corporation’s assets pursuant to the Transaction, as applicable, to comply, with Section 5.4(1) and to deliver or cause to be delivered to the Holder contemporaneously with the completion of the Transaction, any Security Documents and/or amendments thereto, certificates, opinions and other things or documents as the Holder may reasonably request to ensure the completion of the Transaction shall not adversely affect any rights of the Holder under this Debenture or any Security Documents; (iii) a statement that no Event of Default has occurred and is continuing at the time of the completion of the Transaction or would arise immediately thereafter; and (iv) a statement that interest upon the Principal Amount of this Debenture will cease to be payable from and after the closing date of the Transaction. The closing date of the Transaction shall not be more than 90 days following the date the Transaction Notice is given, failing which another Transaction Notice shall be given. | | --- | --- | | (4) | The Holder may, within 15 days of receipt of the Transaction Notice, elect to sell this Debenture to the Corporation by giving notice to such effect to the Corporation, in which case the Corporation shall make, on the closing date of the Transaction, a cash payment to the Holder in the amount equal to the Transaction Redemption Price, and the provisions of Section 7.4 shall thereafter apply, necessary changes being made. | | --- | --- |

Article 6

CONVERSION OF DEBENTURE

Section 6.1 Conversion of Debenture into Common Shares.

(1)	The outstanding Principal Amount is convertible, in whole or in part, into Common Shares at the<br>Conversion Price, at the Holder’s option and in accordance with the rights of the Holder as set out in this Debenture (the<br>“Conversion Rights”).
(2)	Subject to adjustment in accordance with the terms of this Article 6, the price per Common<br>Share at which the Principal Amount is convertible will be US$7.80 per Common Share (the<br>“Conversion Price”).
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(3)	The Holder’s Conversion Rights pursuant to this Article 6 shall extend only to the maximum<br>number of whole Common Shares into which the aggregate Principal Amount of the Debenture surrendered for conversion at any one<br>time by the Holder may be converted in accordance with the provisions of this Article 6. Fractional interests in Common Shares<br>shall be adjusted for in the manner provided below.
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Section 6.2 Manner of Exercise of Conversion Rights.

(1)	the Holder subscribes for the number of Common Shares which the Holder is entitled to receive on<br>such conversion and the Corporation will issue such securities to the Holder as fully paid and<br>non-assessable Common Shares;
(2)	in the case of only a partial conversion of the Principal Amount upon the exercise of the Conversion<br>Rights, the Corporation shall issue a replacement Debenture substantially in the form of this Debenture setting out the balance<br>of the Principal Amount that remains outstanding after such partial conversion; and
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(3)	the Corporation agrees that the exercise of the Conversion Rights of the Holder constitute full<br>payment of the subscription price for the Common Shares issuable upon such conversion.
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Section 6.3 Accrued Interest, etc.

(1)

From and after the Conversion Date, if the number of Common Shares which the Holder is entitled to receive on such Conversion will have been issued to the Holder as provided in the Conversion Notice, interest upon the Principal Amount so converted will cease, and such interest accrued and unpaid up to but excluding the Conversion Date will thereupon be and become due and payable on the applicable payment date as provided for in Section 1.2(2), anything herein to the contrary notwithstanding.

(2)

As of and from the Conversion Date, the Common Shares so issued shall, for all purposes, be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

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Section 6.4 Adjustment of Conversion Price.

(1)

The Conversion Price in effect at any date shall be subject to adjustment from time to time as provided for in this Section 6.4.

(2)

If and whenever at any time after the date hereof and during which any part of the Principal Amount remains outstanding, the Corporation shall, subject to Section 5.2, (i) subdivide, re-divide or change its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a “Share Reorganization”), then the Conversion Price shall be adjusted effective immediately after the effective date of any such Share Reorganization in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such stock dividend or other distribution in (iii) above, as the case may be, by multiplying the Conversion Price in effect on such effective date or record date, as the case may be, by a fraction, (y) the numerator of which shall be the number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Share Reorganization and (z) the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be outstanding if such securities were exchanged for or converted into Common Shares.

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| --- | | (3) | If and whenever at any time after the date hereof and during which any part of the Principal Amount remains outstanding, there is, subject to Section 5.2, a capital reorganization of the Corporation or a reclassification or other change in the Common Shares (other than a Share Reorganization), or a consolidation or merger, amalgamation or arrangement of the Corporation with or into any other corporation or other entity (other than a consolidation, merger, amalgamation or arrangement which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer of all or substantially all of the Corporation’s undertaking and assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events herein called a “Capital Reorganization”), then the Holder shall be entitled to receive, subject to Section 5.2, and shall accept, upon the exercise of its Conversion Rights, in lieu of the number of Common Shares to which the Holder was theretofore entitled on Conversion, the kind and amount of shares, share purchase warrants or other securities or money or other property that the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was entitled upon the exercise of its Conversion Rights. | | --- | --- | | (4) | If and whenever at any time after the date hereof and during which any part of the Principal Amount remains outstanding, any of the events set out in Section 6.4(2) or Section 6.4(3) shall occur and the occurrence of such event results in an adjustment of the Conversion Price pursuant to the provisions of Section 6.4(2) or Section 6.4(3), as the case may be, then the number of Common Shares issuable pursuant to this Debenture shall be adjusted contemporaneously with the adjustment of the Conversion Price by multiplying the number of Common Shares then otherwise issuable upon Conversion immediately prior to such adjustment by a fraction (y) the numerator of which shall be the Conversion Price in effect immediately prior to such adjustment, and (z) the denominator of which shall be the Conversion Price resulting from such adjustment. | | --- | --- | | (5) | If any question arises with respect to the adjustments provided in this Section 6.4, such question shall be conclusively determined by a firm of chartered professional accountants appointed by the Corporation and acceptable to the Holder. Such chartered professional accountants shall be given access to all necessary records of the Corporation and their determination shall be binding upon the Corporation and the Holder. | | --- | --- |

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| --- | | (6) | In the case of any reclassification of, or other change in, the outstanding Common Shares (other than a Share Reorganization or a Capital Reorganization), the number of Common Shares which may be acquired pursuant to Section 6.1 and the Conversion Price shall be adjusted in such manner as the Corporation, with the approval of the Holder, determine to be appropriate on a basis consistent with this Section 6.4, so that the Holder will not be unfairly diluted. | | --- | --- | | (7) | If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 6 with respect to the rights and interests thereafter of the Holder so that the provisions set forth in this Article 6 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of this Debenture. Any such adjustments shall be made by and set forth in a supplemental debenture approved by the Corporation and the Holder and shall for all purposes be conclusively deemed to be an appropriate adjustment. | | --- | --- |

Section 6.5 Restrictions on Conversion.

(1)

(2)

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Section 6.6 No Requirement to Issue Fractional Shares.

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Section 6.7 Certificate as to Adjustment.

Section 6.8 Notice of Special Matters.

Section 6.9 Reservation and Listing of Common Shares.

Article 7

REDEMPTION OF DEBENTURE AND CALL RIGHT

Section 7.1 Redemption.

Section 7.2 Manner of Exercise of Call Right.

(1)

On or after the Call Date, and subject to compliance with Applicable Law and obtaining any required Governmental Authorization, the Corporation may exercise the Call Right by giving notice to such effect to the Holder (the “CallNotice”), provided that (i) the 90-Day VWAP will have been greater than US$10.14 on each Trading Day during a period of 30 consecutive Trading Days immediately preceding the date on which such Call Notice is given, and (ii) the Corporation will have provided to the Holder a statement of an officer of the Corporation confirming the 90-Day VWAP for each of such Trading Days.

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| --- | | (2) | The Call Notice shall specify (i) the Principal Amount and related accrued interest outstanding, (ii) the applicable Conversion Price if the Holder selects the Conversion Option, (iii) the Redemption Price if the Holder selects the Liquidity Option, and (iv) the proposed date for redemption, which shall be not more than 90 days following the expiry of the Liquidity Option Period (the “Redemption Date”), and it shall state that interest upon the Principal Amount of this Debenture will cease to be payable from and after the Redemption Date. | | --- | --- |

Section 7.3 Liquidity Option.

Section 7.4 Debenture Due on Redemption Date.

(1)

The notice of the Holder’s selecting the Liquidity Option having been given as provided in Section 7.3, this Debenture so called for redemption will thereupon be and become due and payable at the Redemption Price, on the Redemption Date specified in the Call Notice, with the same effect as if it were the Maturity Date, anything herein to the contrary notwithstanding; and from and after such Redemption Date, if the aggregate Redemption Price necessary to redeem this Debenture will have been paid to the Holder as provided in the [Liquidity Notice], interest upon the Debenture will cease.

(2)

This Debentures redeemed by the Corporation under this Article 7 shall forthwith be delivered to the Corporation and shall be cancelled by the Corporation and no debenture shall be issued in substitution thereof.

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| --- | | (3) | If the aggregate Redemption Price necessary to redeem this Debenture is not paid to the Holder on the Redemption Date as provided in the Liquidity Notice, the Corporation’s Call Right shall thereafter be forfeited until the Maturity Date, and the provisions of this Article 7 shall thereafter be of no further force and effect. | | --- | --- |

Article 8

Events of Default

Section 8.1 Events of Default.

The occurrence of any of the following events shall constitute an “Event of Default” under this Debenture:

(a)	if the Corporation fails to pay the Principal Amount when the same becomes due and payable hereunder,<br>or if the Corporation fails to pay any amount of interest, fees or other obligations within 3 Business Days after the same becomes<br>due and payable hereunder;
(b)	if the Corporation fails to observe or perform any of its covenants or obligations contained in<br>the Transaction Documents in any material respect (not otherwise specifically dealt with in this Section 8.1) and such breach<br>or omission shall continue unremedied for more than 15 Business Days after the failure to observe or perform such covenant or obligation;
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(c)	if the Corporation makes any representation or warranty under any of the Transaction Documents<br>which is incorrect or misleading in any material respect when made or deemed to be made and (i) the incorrect or misleading representation<br>or warranty is not capable of being remedied by the Corporation, or (ii) if the matter is capable of being remedied by the Corporation,<br>the same shall continue unremedied for more than 15 Business Days after the Corporation receives notice from the Holder of such<br>incorrect or misleading representation or warranty;
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(d)	except in respect of the Scotia Facility, if any event or circumstance (including non-payment)<br>shall occur under any agreement or instrument relating to Debt of the Corporation or any of its Material Subsidiaries, which would<br>permit a Person to declare (whether immediately or with lapse of time or both) an amount in excess of $10,000,000<br>to become due prior to the stipulated date for repayment thereof or maturity (or in the case of Debt payable on demand or a guarantee,<br>if any demand is made at all), and such circumstance shall continue unremedied after the expiry of the applicable grace period,<br>if any, or if there is no grace period, for more than 30 days (provided that such grace period shall cease to apply if a demand<br>has been made and any applicable grace period has expired or if the default is not being contested in good faith in appropriate<br>proceedings), or if the Corporation or any of its Material Subsidiaries fails to pay Debt in an amount in excess of $10,000,000<br>when due;
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(e)	if an “Event of Default” as defined under the Scotia Facility occurs which is continuing<br>and has not been cured or waived to the satisfaction of the lenders under the Scotia Facility and any other “Finance Party”<br>party to the Scotia Facility from time to time (as defined therein);
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| A-34 |

| --- | | (f) | if an Insolvency Event occurs; | | --- | --- | | (g) | if any property of the Corporation or any of its Material Subsidiaries having a fair market value in excess of $10,000,000 shall be seized (including by way of execution, attachment, garnishment or distraint) or such property shall become subject to any receivership, or any charging order or equitable execution of a court, or any writ of enforcement, writ of execution or distress warrant with respect to obligations in excess of $10,000,000 shall exist in respect of the Corporation, its Material Subsidiaries, or such property, or any receiver, sheriff, civil enforcement agent or other person shall become lawfully entitled to seize or distrain upon any such property under any Applicable Law whereunder similar remedies are provided, and in any case such seizure, execution, attachment, garnishment, distraint, receivership, charging order or equitable execution, or other seizure or right, shall continue in effect and not stayed, released or discharged for more than 75 days; | | --- | --- | | (h) | if the Corporation denies its obligations under the Transaction Documents applicable to it or claims any of the Transaction Documents applicable to it to be invalid or withdrawn in whole or in part; or if any of the Transaction Documents or any material provision thereof becomes unlawful or is materially adversely changed by virtue of legislation or by a court, statutory board or commission; | | --- | --- | | (i) | if the Common Shares are voluntarily or involuntarily delisted or suspended from trading on a Stock Exchange for more than a period of 5 Trading Days or the Corporation is no longer a reporting issuer in every province of Canada in which is it a reporting issuer as of the Issue Date; | | --- | --- | | (j) | if any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Corporation or any of the Material Subsidiaries other than in connection with any Permitted Disposal, Permitted Corporate Reorganization and Permitted Capital Reorganization occurs; | | --- | --- | | (k) | any Transaction Document ceases to be valid, binding or enforceable in whole or in part or otherwise ceases to be in full force and (in each case) the same, in the opinion of the Holder has, or is likely to have, a Material Adverse Effect; and | | --- | --- | | (l) | if any event or circumstance occurs that has or could reasonably be expected to have a Material Adverse Effect. | | --- | --- |

Section 8.2 Acceleration and Termination of Rights.

| A-35 |

| --- |

Section 8.3 Remedies.

Section 8.4 Waivers.

Section 8.5 Perform Obligations.

Section 8.6 Remedies Cumulative.

Article 9

MISCELLANEOUS

Section 9.1 Waiver.

(1)	No amendment or waiver of any provision of this Debenture,<br>nor consent to any departure by the Corporation or any other Person from such provisions, is effective unless in writing and approved<br>by the Corporation and the Holder. Any amendment, waiver or consent is effective only in the specific instance and for the specific<br>purpose for which it was given.
(2)	No failure on the part of the Holder to exercise, and no delay in exercising, any right under this<br>Debenture shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Debenture preclude<br>any other or further exercise of such right or the exercise of any other right.
---	---

| A-36 |

| --- |

Section 9.2 Other Securities.

Section 9.3 Power of Attorney.

Section 9.4 Notices, etc.

Any notice, direction or other communication to be given under this Debenture shall, except as otherwise permitted, be in writing and given by delivering it or sending it addressed:

(a)	if to the Corporation, to:<br><br> <br>Equinox Gold Corp.<br><br> <br>700 West Pender St., Suite 1501<br><br> <br>Vancouver, British Columbia<br><br> <br>V6C 1G8<br><br> <br>Canada
	Attention:	[Redacted]
	Facsimile:	[Redacted]
	Email:	[Redacted]
(b)	if to the Holder, to:<br><br> <br>MDC Industry Holding Company LLC<br><br> <br>Al Mamoura Building A<br><br> <br>Intersection of Muroor Road & 15^th^<br> Street<br><br> <br>P.O. Box 45005<br><br> <br>Abu Dhabi<br><br> <br>United Arab Emirates
	Attention:	[Redacted]
	Facsimile:	[Redacted]
	Email:	[Redacted]

| A-37 |

| --- |

Section 9.5 Severability.

If any provision of this Debenture is deemed by any court of competent jurisdiction to be invalid or void, the remaining provisions shall remain in full force and effect.

Section 9.6 Indemnification.

Section 9.7 Liquidation Preference.

Section 9.8 Successors and Assigns, etc.

Section 9.9 Expenses.

Each party shall bear its own costs in connection with the transactions contemplated in the Transaction Documents.

Section 9.10 Taxes.

(1)

All payments by or on account of any obligation of the Corporation under this Debenture must be made without deduction or withholding for any Indemnified Taxes, except as required by Applicable Law. If any Applicable Law requires the deduction or withholding of any Indemnified Tax from any such payment, then the Corporation may make the deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Entity in accordance with Applicable Law and the sum payable by the Corporation to the Holder must be increased as necessary so that, after the deduction or withholding has been made (including deductions and withholdings applicable to additional sums payable under this Section 9.10(1)), the Holder receives an amount equal to the sum it would have received had no such deduction or withholding been made.

| A-38 |

| --- | | (2) | Without duplication of any amounts payable pursuant to Section 9.10(1), the Corporation shall pay all present or future stamp, court or documentary Taxes and any other similar Taxes which arise from any payment made under this Debenture or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Debenture. | | --- | --- | | (3) | Without duplication of any amounts payable pursuant to Section 9.10(1) or Section 9.10(2), the Corporation agrees to indemnify the Holder for (i) the full amount of Indemnified Taxes (including any Indemnified Taxes imposed or asserted by any jurisdiction in respect of amounts payable under this Section 9.10(3)) payable by the Holder and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. Payment under this Section 9.10(3) shall be made within 10 days after the date the Holder makes a demand therefor. | | --- | --- | | (4) | If the Holder determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Corporation or with respect to which the Corporation has paid additional amounts pursuant to Section 9.10(1), the Holder shall pay over such refund amount to the Corporation (but only to the extent of the indemnify payments made or additional amounts paid by the Corporation under Section 9.10(1) with respect to the Taxes giving rise to such refund, and only to the extent that the Holder is satisfied, acting reasonably, that it may do so without prejudice to its right, as against the relevant Governmental Entity, to retain such refund), net of all reasonable, documented out-of-pocket expenses (including Taxes) of the Holder and without interest (other than any net after-Tax interest paid by the relevant Governmental Entity with respect to such refunded); provided, that the Corporation, upon the request of the Holder, shall repay the amount so paid over to the Corporation to the Holder (plus any penalties, interest, or other charges imposed by the relevant Governmental Entity) if the Holder is subsequently required to repay such refund to such Governmental Entity. Nothing in this Section 9.10(4) shall (i) interfere with the right of the Holder to arrange its affairs in whatever manner it thinks fit and, in particular, the Holder shall not be under any obligation to claim relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it, or (ii) require the Holder to make available its tax returns (or any other information of the Holder relating to its Taxes which it reasonable deems confidential) to the Corporation or any other Person. | | --- | --- |

Section 9.11   Currency Indemnity.

| A-39 |

| --- |

Section 9.12   Governing Law.

Section 9.13   Counterparts.

This Debenture may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

Section 9.14   Further Assurances.

Section 9.15   Time of Essence.

Time will be of the essence in this Debenture.

Section 9.16   Agency Appointment.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Debenture.

equinox gold corp.
By:	(Signed)
	Authorized Signatory
By:	(Signed)
	Authorized Signatory
MDC Industry Holding Company LLC
---	---
By:	(Signed)
	Authorized Signatory
By:	(Signed)
	Authorized Signatory

EXHIBIT A

CONVERSION NOTICE

TO: EQUINOX GOLDCORP.

Pursuant to Article 6 of the Debenture, the Holder hereby irrevocably elects to convert the following Principal Amount of the Debenture into Common Shares as follows:

(b)	Principal Amount to be converted: U.S.$ ________________;
(c)	Conversion Price: U.S.$ ______ per Common Share.
---	---

The undersigned hereby directs that the Common Shares be issued as follows:

Name(s) in full	Address(es)	Number of Common Shares

The interest upon the Principal Amount specified in Section (b) above will cease from and after the Conversion Date and will be due and payable as provided for in Section 6.3(1) of the Debenture.

DATED this _____ day of ________________, 20___.

MDC Industry Holding Company LLC
By:
	Authorized Signatory
By:
	Authorized Signatory

Schedule A

2019 EBITDA

Fiscal Quarter	Equinox EBITDA	Leagold EBITDA	Consolidated EBITDA^(1) (4)^
	(A)	(B)	(A) + (B)
Q1 2020	[to be calculated post-closing]	[stub period to be calculated post-closing] ^(2)^	<@>
Q4 2019	$47.882	$32.038	$ 79.920
Q3 2019	$38.278	$33.889	$72.167
Q2 2019	$38.278 ^(3)^	$27.736	$66.014
Q1 2019	$38.278^(3)^	$40.469	$78.747

Schedule B

Post-Closing Deliverables

The Corporation and/or the Guarantors shall deliver to MDCI or its counsel each of the following items (collectively, the “Post-Closing Deliverables”) on or prior to the dates set out below, all of such Post-Closing Deliverables to be in form and substance satisfactory to MDCI:

1.	[Redacted], evidence that each of the following Security Documents (collectively, the “BrazilianAmendments”) were registered with the relevant registries of deeds and documents and real estate registries offices (cartóriosde registro de títulos e documentos e cartórios de registro de imóveis):
(a)	Quota Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Aurizona<br>Goldfields Corporation, Luna Gold Pesquisa Mineral Ltda., Luna Gold Participações Ltda. and MDCI with respect to<br>the quotas in Luna Gold Pesquisa Mineral Ltda., as amended by the First Amendment to the Quota Pledge Agreement dated March 10,<br>2020 and entered into by Aurizona Goldfields Corporation, Luna Gold Pesquisa Mineral Ltda., Luna Gold Participações<br>Ltda. and MDCI, registered with the relevant registry of deeds and documents;
---	---
(b)	Share Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Aurizona<br>Goldfields Corporation, Mineração Aurizona S.A., Luna Gold Participações Ltda. and MDCI with respect<br>to the shares of Mineração Aurizona S.A., as amended by the First Amendment to the Share Pledge Agreement dated March<br>10, 2020 and entered into by Aurizona Goldfields Corporation and Mineração Aurizona S.A., Luna Gold Participações<br>Ltda. and MDCI, registered with the relevant registry of deeds and documents;
---	---
(c)	Conditional Assignment of Mineral Rights Agreement dated June 21, 2019 governed by the laws of Brazil<br>and entered into by Aurizona Goldfields Corporation, Mineração Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and<br>MDCI, as amended by the First Amendment to the Conditional Assignment of Mineral Rights Agreement dated March 10, 2020 and entered<br>into by Aurizona Goldfields Corporation, Mineração Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and MDCI, registered<br>with the relevant registries of deeds and documents;
---	---
(d)	Gold Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Mineração<br>Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and MDCI, as amended by the First Amendment to the Gold Pledge Agreement dated<br>March 10, 2020 and entered into by Mineração Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and MDCI, registered<br>with the relevant real estate registries offices;
---	---
(e)	Credit Rights and Accounts Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and<br>entered into by Mineração Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and MDCI with respect to certain credit<br>rights and accounts held by Mineração Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda., as amended by the First<br>Amendment to the Credit Rights and Accounts Pledge Agreement dated March 10, 2020 (the “First Amendment to the CreditRights and Accounts Pledge Agreement”) and entered into by Mineração Aurizona S.A., Luna Gold Pesquisa<br>Mineral Ltda. and MDCI, registered with the relevant registries of deeds and documents;
---	---
(f)	Equipment and Inventory Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered<br>into by Mineração Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and MDCI, as amended by the First Amendment<br>to the Equipment and Inventory Pledge Agreement dated March 10, 2020 and entered into by Mineração Aurizona S.A.<br>and Luna Gold Pesquisa Mineral Ltda. and MDCI, registered with the relevant real estate registries offices; and
---	---
(g)	Mining Concessions Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered<br>into by Mineração Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and MDCI, as amended by the First Amendment<br>to the Mining Concessions Pledge Agreement dated March 10, 2020 (the “First Amendment to the Mining Concessions PledgeAgreement”) and entered into by Mineração Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and MDCI,<br>registered with the relevant registries of deeds and documents.
---	---
2.	[Redacted], a duly registered counterpart of each Brazilian Amendment with the relevant registries<br>of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartóriosde registro de imóveis);
---	---
3.	[Redacted], evidence that the First Amendment to the Mining Concessions Pledge Agreement was duly<br>filed for annotation before the National Mining Agency (Agência Nacional de Mineração) (the “ANM”);
---	---
4.	[Redacted], a duly registered counterpart of the First Amendment to the Mining Concessions Pledge<br>Agreement before ANM, provided that in the event the Pledgors (as defined in the First Amendment to the Mining Concessions Pledge<br>Agreement) are not able to comply with the aforementioned term for registration with the ANM (not including any of the terms for<br>filing referred to in Section 1 of this Schedule B), MDCI shall grant successive extensions of such term for three (3) additional<br>months, provided that: (i) the Pledgors confirm in writing, in form and substance reasonably satisfactory to MDCI, the existence<br>of a second rank priority lien in favour of MDCI over the Pledged Mineral Rights (as defined in the First Amendment to the Mining<br>Concessions Pledge Agreement), subject only to the pending ANM’s registration, and (ii) that the Pledgors (as defined in<br>the First Amendment to the Mining Concessions Pledge Agreement) will use their commercially reasonable efforts to follow up regularly<br>with the ANM regarding such registration;
---	---
5.	[Redacted], provide evidence that (a) the banks where the bank accounts listed in Schedule B to First<br>Amendment to the Credit Rights and Accounts Pledge Agreement are held and (b) the other counterparties of the agreements listed<br>in Schedule B to the First Amendment to the Credit Rights and Accounts Pledge Agreement have been duly notified of the Pledge (as<br>defined in the First Amendment to the Credit Rights and Accounts Pledge Agreement) over the New Pledged Credit Rights (as defined<br>in the First Amendment to the Credit Rights and Accounts Pledge Agreement) and have been given instructions to follow any request<br>from MDCI as to where payments shall be made as they fall due and/or upon the occurrence and during the continuance of any other<br>Event of Default which has not been remedied or waived, substantially in accordance with the terms of the notice form referred<br>to in the First Amendment to the Credit Rights and Accounts Pledge Agreement. The obligation to send such notices shall be considered<br>fulfilled by the Pledgor (as defined under the First Amendment to the Credit Rights and Accounts Pledge Agreement) once such notices<br>are delivered by registered mail with acknowledgement of receipt (aviso de recebimento - AR) or are hand delivered with evidence<br>of signature of recipient confirming receipt thereof (protocolo de recebimento) or in any other manner acceptable to MDCI;
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6.	[Redacted], evidence that each of the following Security Documents (collectively, the “NewBrazilian Security Agreements”) were filed for registration with the relevant registries of deeds and documents and real<br>estate registries offices (cartórios de registro de títulos e documentos e cartórios de registro de imóveis):
(a)	Quota Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold<br>RDM Holdings B.V., Leagold LatAm Holdings B.V. and MDCI with respect to the quotas in Mineração Riacho dos Machados<br>Ltda, registered with the relevant registry of deeds and documents;
---	---
(b)	Quota Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold<br>Fazenda Holdings B.V., Leagold LatAm Holdings B.V. and MDCI with respect to the quotas in Fazenda Brasileiro Desenvolvimento Mineral<br>Ltda., registered with the relevant registry of deeds and documents;
---	---
(c)	Quota Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold<br>Santa Luz Holdings B.V., Leagold LatAm Holdings B.V. and MDCI with respect to the quotas in Santa Luz Desenvolvimento Mineral Ltda.,<br>registered with the relevant registry of deeds and documents;
---	---
(d)	Share Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold<br>Pilar Holdings B.V., Leagold LatAm Holdings B.V. and MDCI, with respect to the shares of Pilar de Goiás Desenvolvimento<br>Mineral S.A., registered with the relevant registry of deeds and documents;
---	---
(e)	Conditional Assignment of Mineral Rights Agreement dated March 10, 2020 governed by the laws of Brazil<br>and entered into by Pilar de Goiás Desenvolvimento Mineral S.A., Mineração Riacho dos Machados Ltda., Fazenda<br>Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and MDCI, registered with the relevant registries<br>of deeds and documents;
---	---
(f)	Gold Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Pilar<br>de Goiás Desenvolvimento Mineral S.A., Mineração Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento<br>Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and MDCI, registered with the relevant real estate registries offices;
---	---
(g)	Credit Rights and Accounts Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and<br>entered into by Pilar de Goiás Desenvolvimento Mineral S.A., Mineração Riacho dos Machados Ltda., Fazenda<br>Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and MDCI with respect to certain credit rights<br>and accounts held by Pilar de Goiás Desenvolvimento Mineral S.A., Mineração Riacho dos Machados Ltda., Fazenda<br>Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. (the “New Credit Rights Pledge Agreement”),<br>registered with the relevant registries of deeds and documents; and
---	---
(h)	Mining Concessions Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered<br>into by Pilar de Goiás Desenvolvimento Mineral S.A., Mineração Riacho dos Machados Ltda., Fazenda Brasileiro<br>Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and MDCI (the “New Mining Concessions Pledge Agreement”),<br>registered with the relevant registries of deeds and documents.
---	---
7.	[Redacted], evidence that such New Brazilian Security Agreements was registered with the relevant<br>registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentose cartórios de registro de imóveis);
---	---
8.	[Redacted], a duly registered counterpart of each New Brazilian Security Agreement with the relevant<br>registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentose cartórios de registro de imóveis);
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9.	[Redacted], evidence that the New Mining Concessions Pledge Agreement and its corresponding Release<br>Letter (as defined in Section 14 of this Schedule B below) were duly filed for annotation before the ANM;
---	---
10.	[Redacted], a duly registered counterpart of the New Mining Concessions Pledge Agreement and its corresponding<br>Release Letter (as defined in Section 14 of this Schedule B below) before the ANM, provided that in the event the Pledgors (as<br>defined in the New Mining Concessions Pledge Agreement) are not able to comply with the aforementioned term for registration with<br>the ANM (not including any of the terms for filing referred to in Section 6 of this Schedule B) MDCI shall grant successive extensions<br>of such term for three (3) additional months, provided that: (i) the Pledgors (as defined in the New Mining Concessions Pledge<br>Agreement) confirm in writing, in form and substance reasonably satisfactory to the Administrative Agent, the existing of a second<br>rank priority lien in favour of MDCI over the Pledged Mineral Rights (as defined in the New Mining Concessions Pledge Agreement),<br>subject only to the pending ANM registration, and (ii) that the Pledgors (as defined in the New Mining Concessions Pledge Agreement)<br>will use their commercially reasonable efforts to follow up regularly with the ANM regarding such registration;
---	---
11.	[Redacted], evidence that each of the third parties disclosed in the New Credit Rights Pledge Agreement<br>(including the account banks and counterparties to the agreements set out in the disclosure schedules attached thereto), were duly<br>notified of, inter alia, the corresponding Release Letter (as defined in Section 14 of this Schedule B below) and the creation<br>of the Security Interest pursuant to the New Credit Rights Pledge Agreement, and such third parties were given instructions to<br>follow any request from MDCI as detailed in the New Credit Rights Pledge Agreement (collectively, the “Notices”).<br>The obligation to send the Notices shall be considered fulfilled by the relevant Brazilian Obligors (as defined in Section 12 of<br>this Schedule B below) once the Notices are delivered by registered mail with acknowledgement of receipt (aviso de recebimento- AR) or are hand delivered with evidence of signature of recipient confirming receipt thereof (protocolo de recebimento)<br>or in any other manner acceptable to MDCI;
---	---
12.	evidence that the corporate approval documents authorized by each of the Guarantors incorporated,<br>organized and existing under Brazilian law (each a “Brazilian Obligor”) in connection with the entering into,<br>performance and delivery of, inter alia, the Brazilian Amendments and the New Brazilian Security Agreements (collectively,<br>“Brazilian Corporate Resolutions”), were duly registered with the relevant boards of trade (juntas comerciais),<br>[Redacted];
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13.	[Redacted], evidence that the amendment to the relevant Brazilian Obligor’s articles of association<br>referred to in each New Brazilian Security Agreements was duly registered with the relevant board of trade (juntas comercial);
---	---
14.	[Redacted], evidence that each of the release letters relating to the release of all security agreements<br>previously entered into by the Closing Date Obligors (as such term is defined in the Scotia Facility) incorporated, organized and<br>existing under Brazilian law in connection with the Leagold Credit Agreement (as defined in the Scotia Facility) (the “ReleaseLetters”) were duly filed for registration with the relevant registries of deeds and documents, real estate registries<br>offices and the ANM (cartórios de registro de títulos e documentos e cartórios de registro de imóveis);
---	---
15.	[Redacted], evidence that each Release Letter was registered with the relevant registries of deeds<br>and documents, real estate registry offices (cartórios de registro de títulos e documentos e cartóriosde registro de imóveis) and the ANM;
---	---
16.	[Redacted], a duly registered counterpart of each such Release Letter with the relevant registries<br>of deeds and documents, real estate registries offices (cartórios de registro de títulos e documentos e cartóriosde registro de imóveis) and the ANM;
---	---
17.	[Redacted], evidence that the following documents (together, the “Public Deed of Mortgages”)<br>were filed (prenotação) [Redacted] before the relevant real estate registry offices (cartórios deregistro de imóveis) (the “Mortgage Registry Offices”) with jurisdiction over the subject real property:
---	---
(a)	Public Deed of Mortgage dated March 10, 2020 governed by the laws of Brazil and entered into by Mineração<br>Riacho dos Machados Ltda. and MDCI with respect to certain properties held by Mineração Riacho dos Machados Ltda.;<br>and
---	---
(b)	Public Deed of Mortgage dated March 10, 2020 governed by the laws of Brazil and entered into by Fazenda<br>Brasileiro Desenvolvimento Mineral Ltda. and MDCI with respect to certain properties held by Fazenda Brasileiro Desenvolvimento<br>Mineral Ltda.
---	---
18.	[Redacted] evidence that the Public Deed of Mortgages were registered with the Mortgage Registry Offices;
---	---
19.	[Redacted], a duly registered original counterpart of each Public Deed of Mortgage with the Mortgage<br>Registry Offices and a certified copy of the updated certificate of record (certidão de matrícula) of each<br>subject property, evidencing that each Public Deed of Mortgage was duly registered with the Mortgage Registry Offices;
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20.	[Redacted], fully executed and notarized copies of each of the Mexican law governed Security Documents;
---	---
21.	[Redacted] evidence of registration of each of the following Security Documents with the Mexican Registry<br>of Guaranties on Movable Assets (Registro Unico de Garantias Mobiliarias):
---	---
(a)	Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into<br>by Minera Thesalia, S.A. de C.V., The Bank of Nova Scotia and MDCI;
---	---
(b)	Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into<br>by Administración Los Filos, S.A.P.I de C.V., The Bank of Nova Scotia and MDCI;
---	---
(c)	Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into<br>by Leagold Mexico, S.A.P.I de C.V., The Bank of Nova Scotia and MDCI;
---	---
(d)	Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into<br>by Mina Leagold Los Filos, S.A.P.I de C.V., The Bank of Nova Scotia and MDCI;
---	---
(e)	Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into<br>by Desarrollos Mineros San Luis, S.A. de C.V., The Bank of Nova Scotia and MDCI (the “Desarrollos Non Possessory PledgeAgreement”); and
---	---
(f)	Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into<br>by Exploradora de Yacimientos Los Filos, S.A. de C.V., The Bank of Nova Scotia and MDCI.
---	---
22.	[Redacted], evidence of filing for registration of the Desarrollos Non Possessory Pledge Agreement<br>with the Mexican Public Registry of Mining (Registro Público de Minería);
---	---
23.	[Redacted], evidence of filing for registration of the Mortgage Agreement dated March 10, 2020 governed<br>by the laws of Mexico and entered into by Desarrollos Mineros San Luis, S.A. de C.V., The Bank of Nova Scotia and MDCI (the “DesarrollosMortgage Agreement” ) with the corresponding Mexican Public Registry of Property (Registro Publico de la Propiedad);
---	---
24.	[Redacted], evidence of registration of the Desarrollos Mortgage Agreement, against all real property<br>disclosed in the Desarrollos Mortgage Agreement, with the corresponding Mexican Public Registry of Property (Registro Publicode la Propiedad);
---	---
25.	[Redacted], evidence of registration of the Desarrollos Non Possessory Pledge Agreement, against all<br>mining licenses disclosed in the Desarrollos Non Possessory Pledge Agreement, with the Mexican Public Registry of Mining (RegistroPúblico de Minería);
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26.	[Redacted], a fully executed amended and restated securities account control agreement among The Bank<br>of Nova Scotia, as administrative agent under the Scotia Facility, MDCI, the Corporation and Canaccord Genuity Corp.;
---	---
27.	[Redacted]; and
---	---
28.	[Redacted].
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Exhibit 99.3

Execution Version

EQUINOX GOLD CORP., SOLIUS ACQUIRECO INC.and LEAGOLD MINING CORPORATIONas Borrowers

and

THE BANK OF NOVA SCOTIAas Administrative Agent

and

SOCIETE GENERALEas Syndication Agent

and

BMO CAPITAL MARKETS and ING CAPITALLLCas Co-Documentation Agents

and

THE BANK OF NOVA SCOTIA, BMO CAPITALMARKETS,ING CAPITAL LLC and SOCIETE GENERALEas Mandated Lead Arrangers and Joint Bookrunners

and

THE BANK OF NOVA SCOTIA, BANK OF MONTREAL,ING CAPITAL LLC, SOCIETE GENERALE AND THE SEVERAL LENDERSFROM TIME TO TIME PARTIES HERETO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 10, 2020

Fasken Martineau DuMoulin LLP

Toronto, Ontario

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Table of Contents

Page

Article 1 INTERPRETATION		1
1.1	Defined Terms	1
1.2	Other Usages	44
1.3	Plural and Singular	44
1.4	Headings	44
1.5	Currency	45
1.6	Applicable Law	45
1.7	Time of the Essence	45
1.8	Non-Banking Days	45
1.9	Consents and Approvals	45
1.10	Amount of Credit	45
1.11	Schedules	46
1.12	Extension of Credit	46
1.13	Accounting Terms – GAAP	46
1.14	Rule of Construction	46
1.15	Calculations, Computations, Changes in Accounting Policies	46
1.16	Paramountcy	46
1.17	Permitted Liens	47
1.18	Divisions of Limited Liability Companies	47
1.19	Dutch terms	47
Article 2 CREDIT FACILITIES		47
2.1	Establishment of Credit Facilities	47
2.2	Lenders’ Commitments	47
2.3	Reduction of Credit Limits	48
2.4	Termination of Credit Facilities	48
2.5	Credit Restrictions	49
Article 3 GENERAL PROVISIONS RELATING TO CREDITS		49
3.1	Types of Credit Availments	49
3.2	Funding of Loans	49
3.3	Failure of Lender to Fund Loan	50
3.4	Timing of Credit Availments	50

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| --- | | 3.5 | Market Disruption | 50 | | --- | --- | --- | | 3.6 | Time and Place of Payments | 51 | | 3.7 | Remittance of Payments | 52 | | 3.8 | Evidence of Indebtedness | 52 | | 3.9 | General Provisions Relating to All Letters | 52 | | 3.10 | Notice Periods | 55 | | 3.11 | Administrative Agent’s Discretion to Allocate | 55 | | 3.12 | Effect of Benchmark Discontinuance Event | 56 | | Article 4 DRAWDOWNS | | 57 | | 4.1 | Drawdown Notice | 57 | | 4.2 | Subsidiary Reimbursement Covenant | 57 | | Article 5 ROLLOVERS | | 58 | | 5.1 | LIBOR Loans | 58 | | 5.2 | Rollover Notice | 58 | | 5.3 | Rollover by Lenders | 58 | | Article 6 CONVERSIONS | | 58 | | 6.1 | Converting Loan to Other Type of Loan | 58 | | 6.2 | Conversion Notice | 59 | | 6.3 | Absence of Notice | 59 | | 6.4 | Conversion by Lenders | 59 | | Article 7 INTEREST AND FEES | | 59 | | 7.1 | Interest Rates | 59 | | 7.2 | Calculation and Payment of Interest | 60 | | 7.3 | General Interest Rules | 60 | | 7.4 | Selection of Interest Periods | 61 | | 7.5 | Standby Fees | 61 | | 7.6 | Letter Fees | 61 | | 7.7 | Applicable Rate Adjustment | 61 | | 7.8 | Interest Act Compliance | 62 | | Article 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS | | 62 | | 8.1 | Conditions of Credit | 62 | | 8.2 | Increased Costs | 62 | | 8.3 | Failure to Fund as a Result of Change of Circumstances | 64 | | 8.4 | Indemnity Relating to Credits | 65 | | 8.5 | Indemnity for Transactional and Environmental Liability | 65 |

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| --- | | 8.6 | Gross-Up for Taxes | 66 | | --- | --- | --- | | Article 9 REPAYMENTS AND PREPAYMENTS | | 69 | | 9.1 | Repayment of NRT Facility | 69 | | 9.2 | Repayment of RT Facility | 70 | | 9.3 | Repayment of Credit Excess | 70 | | 9.4 | Voluntary Prepayments | 70 | | 9.5 | Mandatory Prepayments | 71 | | 9.6 | Prepayment Notice | 71 | | 9.7 | Reimbursement or Conversion on Presentation of Letters | 71 | | 9.8 | Letters Subject to an Order | 72 | | 9.9 | Currency of Repayment | 73 | | Article 10 REPRESENTATIONS AND WARRANTIES | | 73 | | 10.1 | Representations and Warranties | 73 | | 10.2 | Survival of Representations and Warranties | 81 | | Article 11 COVENANTS | | 81 | | 11.1 | Affirmative Covenants | 81 | | 11.2 | Restrictive Covenants | 94 | | 11.3 | Performance of Covenants by Administrative Agent | 98 | | Article 12 CONDITIONS PRECEDENT TO OBTAINING CREDIT | | 98 | | 12.1 | Conditions Precedent to All Credit | 98 | | 12.2 | Conditions Precedent to the Restatement Date. | 98 | | 12.3 | Waiver | 102 | | 12.4 | Entry into Effect of this Amendment and Restatement | 102 | | Article 13 DEFAULT AND REMEDIES | | 103 | | 13.1 | Events of Default | 103 | | 13.2 | Refund of Overpayments | 106 | | 13.3 | Remedies Cumulative | 106 | | 13.4 | Set-Off | 107 | | Article 14 THE ADMINISTRATIVE AGENT | | 107 | | 14.1 | Appointment and Authorization of Administrative Agent | 107 | | 14.2 | Interest Holders | 108 | | 14.3 | Consultation with Counsel | 108 | | 14.4 | Documents | 108 | | 14.5 | Administrative Agent as Finance Party | 108 | | 14.6 | Responsibility of Administrative Agent | 108 |

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| --- | | 14.7 | Action by Administrative Agent | 109 | | --- | --- | --- | | 14.8 | Notice of Events of Default | 109 | | 14.9 | Responsibility Disclaimed | 109 | | 14.10 | Indemnification | 110 | | 14.11 | Credit Decision | 110 | | 14.12 | Successor Administrative Agent | 110 | | 14.13 | Delegation by Administrative Agent | 111 | | 14.14 | Waivers and Amendments | 111 | | 14.15 | Determination by Administrative Agent Conclusive and Binding | 112 | | 14.16 | Adjustments among Lenders after Acceleration | 113 | | 14.17 | Redistribution of Payment | 113 | | 14.18 | Distribution of Notices | 114 | | 14.19 | Discharge of Security | 114 | | 14.20 | Determination of Exposures | 114 | | 14.21 | Decision to Enforce Security | 115 | | 14.22 | Enforcement | 116 | | 14.23 | Application of Cash Proceeds of Realization | 116 | | 14.24 | Survival | 117 | | 14.25 | Intercreditor Agreements | 117 | | 14.26 | Parallel Debt (Covenant to pay the Administrative Agent) | 117 | | Article 15 GUARANTEE | | 118 | | 15.1 | Guarantee | 118 | | 15.2 | Nature of Guarantee | 118 | | 15.3 | Finance Parties not Bound to Exhaust Recourse | 119 | | 15.4 | Evidence of Secured Obligations | 119 | | 15.5 | Guarantee in Addition to Other Security | 119 | | 15.6 | Reinstatement | 120 | | 15.7 | Waiver of Notice, Etc. | 120 | | 15.8 | Subrogation Rights, Assignment and Postponement of Claim | 120 | | 15.9 | Advance After Certain Events | 120 | | Article 16 MISCELLANEOUS | | 121 | | 16.1 | Notices | 121 | | 16.2 | Severability | 121 | | 16.3 | Counterparts | 121 | | 16.4 | Successors and Assigns | 121 |

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| --- | | 16.5 | Assignment | 121 | | --- | --- | --- | | 16.6 | Replacement of a Lender | 123 | | 16.7 | Entire Agreement | 125 | | 16.8 | Further Assurances | 125 | | 16.9 | Judgment Currency | 125 | | 16.10 | Contractual Recognition of Bail-In | 126 | | 16.11 | Anti-Money Laundering Legislation | 126 | | 16.12 | Disclosure | 127 | | 16.13 | USA PATRIOT Act Notice | 128 | | 16.14 | Joint and Several Liability of Borrowers | 128 | | Schedule A LENDERS AND INDIVIDUAL COMMITMENTS | | 1 | | Schedule B COMPLIANCE CERTIFICATE | | 1 | | Schedule C FORM OF ASSIGNMENT | | 1 | | Schedule D FORM OF DRAWDOWN NOTICE | | 1 | | Schedule E FORM OF ROLLOVER NOTICE | | 1 | | Schedule F Form of Conversion Notice | | 1 | | Schedule G CORPORATE STRUCTURE | | 1 | | Schedule H APPLICABLE RATES | | 1 | | Schedule I GUARANTEE, SECURITY DOCUMENTS | | 1 | | Schedule J QUALIFIED AFFILIATE INSTRUMENT OF ADHESION | | 1 | | Schedule K MATERIAL AGREEMENTS | | 1 | | Schedule L ROYALTIES | | 1 | | Schedule M SUBSIDIARIES OF EQUINOX | | 1 | | Schedule N PENSION PLAN | | 1 | | Schedule O ENVIRONMENTAL COMPLIANCE | | 1 | | Schedule P Reimbursement Instrument | | 1 | | Schedule Q CORRECTIVE ACTION PLAN | | 1 | | Schedule R EXISTING LETTERS | | 1 | | Schedule S 2019 EBITDA | | 1 |

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SECOND AMENDEDAND RESTATED CREDIT AGREEMENT dated as of March 10, 2020 between Equinox Gold Corp., a corporation existing under the laws of the Province of British Columbia (“Equinox”), Solius AcquireCo Inc., a corporation existing under the laws of the State of Delaware (“Solius”) and Leagold Mining Corporation, a corporation existing under the laws of the Province of British Columbia (“Leagold” and, together with Equinox and Solius, the “Borrowers” and each individually, a “Borrower”) and The Bank of Nova Scotia and the other lending institutions from time to time parties hereto as Lenders and The Bank of Nova Scotia, as Administrative Agent.

WHEREAS Equinox and Solius, as borrowers, certain lenders party thereto and The Bank of Nova Scotia, as administrative agent, entered into an amended and restated credit agreement dated April 11, 2019 (as amended to the date hereof, the “Existing Credit Agreement”);

AND WHEREAS the parties hereto wish to amend and restate the Existing Credit Agreement on the terms and conditions contained herein.

NOW THEREFORE THISAGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

Article 1

INTERPRETATION

1.1	Defined Terms

The following defined terms shall for all purposes of this agreement, or any amendment, substitution, supplement, replacement, restatement or addition hereto, have the following respective meanings unless the context otherwise specifies or requires or unless otherwise defined herein:

“$” denotes U.S. Dollars.

“Accommodation” means any extension of credit made by a Finance Party to a Borrower under this agreement including, for greater certainty, an extension of credit by way of a Loan or Letter.

“Acquisition” means:

(a)	if the acquisition is a share purchase of a Person, Equinox shall own, directly or indirectly,<br>all of the Shares of such Person following the completion of such acquisition (but not before); or
(b)	if the acquisition is an asset purchase, all or substantially all of the assets of the vendor (or<br>of a division or unit of the vendor) are being acquired.
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“AdministrativeAgent” means The Bank of Nova Scotia, in its capacity as administrative agent of the Finance Parties, and any successor thereto pursuant to Section 14.12.

“Affiliate” means an affiliated body corporate and, for the purposes of this agreement, (i) one body corporate is affiliated with another body corporate if one such body corporate is the Subsidiary of the other or both are Subsidiaries of the same body corporate or each of them is Controlled by the same Person, (ii) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other; for greater certainty for the purposes of this definition, “body corporate” shall include a chartered bank and (iii) in relation to Investec Bank plc, includes Investec Limited and each of its Subsidiaries.

“AgencyFee Letter” means the administrative agency fee letter dated the date hereof entered into by the Borrowers and The Bank of Nova Scotia.

“Anti-CorruptionLaws” means all laws, rules, and regulations having force of law of any jurisdiction applicable to the Obligors from time to time concerning or relating to bribery or corruption, including without limitation the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977, the Ley General de Responsabilidades Administrativas (Mexico), Prevention of Corruption 2011 (Barbados), Bribery Act 2010 (United Kingdom), Clean Company Act or Anti-Corruption Law (Federal Law No. 12.846, Decree No. 8.420 of March 18, 2015), the Administrative Improbity Law (Federal Law No. 8.429 of June 2, 1992) and the Public Bidding Law (Federal Law No. 8.666 of June 21, 1993), the relevant provisions of the Dutch Criminal Code (Wetboek van strafrecht) (the Netherlands).

“Anti-MoneyLaundering and Terrorism Legislation” means the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the laws comprising or implementing the “Bank Secrecy Act”, 31 U.S.C. §§ 5311 et seq., the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita (Mexico), the Money Laundering and Financing of Terrorism (Prevention and Control) (Barbados), the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 (SI 2017 No. 692) (United Kingdom), the Proceeds of Crime Act 2002, as amended (United Kingdom), the Money Laundering Regulations 2007 (SI 2007 No. 2157) (United Kingdom), the Terrorism Act 2000, as amended (United Kingdom), Federal Law No. 9.613 of March 3, 1998, as amended by Law No. 12.683 of July 9, 2012 (Anti-Money Laundering Act) (Brazil); the Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme) (the Netherlands) and any other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws, including any guidelines or orders thereunder.

“ApplicableLaw” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, request, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Official Body, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person.

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“ApplicableMaturity Date” means the RT Maturity Date or the NRT Maturity Date, as the context so requires.

“ApplicablePrepayment Amount” means, in respect of any Prepayment Trigger Event, an amount equal to the gross cash proceeds received by or on behalf of an Obligor in respect of such Prepayment Trigger Event, less, the sum of:

(a)	the amount, if any of all Taxes paid or estimated to be payable by or on behalf of the relevant<br>Obligor in connection with such Prepayment Trigger Event; and
(b)	reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs<br>paid by or on behalf of the relevant Obligor in connection with such Prepayment Trigger Event.
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“ApplicableRate” means, for a particular Fiscal Quarter, the rate per annum used to determine the interest rate on various types of Loans, the rate used to calculate Letter issuance fees or the rate per annum used to calculate standby fees as set forth in Schedule H hereto, provided that (i) changes in the Applicable Rate shall be effective as set forth in Section 7.7 and (ii) changes in the Applicable Rate shall apply, as at the effective dates of such changes, to Loans outstanding on such dates, but only for those portions of applicable Interest Periods falling within those times during which the changes in the Applicable Rate are effective, as provided above. At any time that an Event of Default occurs and is continuing, the Applicable Rate shall, if the Administrative Agent so notifies the Borrowers, be increased by an additional 2.00% per annum. Notwithstanding the foregoing but subject always to Section 7.7, (i) until conclusion of the Fiscal Quarter ending September 30, 2020, the Applicable Rate shall be based on Level III in Schedule H hereto and, thereafter, (ii) if Equinox fails to deliver a compliance certificate to the Administrative Agent by the date required to do so under Section 11.1(b)(iii), the Leverage Ratio shall be deemed as from such date to be at Level IV until such failure is cured, at which time the Applicable Rate shall be determined in accordance with the table set forth in the definition of Applicable Rate, but without any adjustments having retroactive effect.

“ArrangementAgreement” means the Arrangement Agreement dated as of December 15, 2019 between Equinox and Leagold Mining Corporation.

“Aurizona” means Aurizona Goldfields Corporation.

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“AurizonaEntities” means, collectively, Equinox, Luna Gold Corp., Aurizona, Luna Gold Pesquisa Mineral LTDA, and Mineracão Aurizona S.A.

“AurizonaMine” means the gold underground and open pit mine known as the Aurizona Mine located in Maranhão State, Brazil near the confluence of the Duas Antas River and the Maracucume River.

“AurizonaRoyalty Agreement” means the Aurizona royalty agreement dated as of May 7, 2015 among Luna Gold Corp., Mineracão Aurizona S.A. and Sandstorm (as successor in interest to Sandstorm Canada pursuant to an assignment and assumption agreement).

“AurizonaRoyalty Documents” means the Aurizona Royalty Agreement and each of the other “Aurizona Royalty Documents” as defined in the Mubadala/Sandstorm Intercreditor Agreement.

“AurizonaRoyalty Obligations” means all indebtedness, liabilities and other obligations of the Aurizona Entities pursuant to and under the Aurizona Royalty Documents to which such Aurizona Entities are party.

“AvailableCredit” means, at any particular time with respect to the RT Facility, the amount, if any, by which the RT Credit Limit at such time exceeds the amount of credit outstanding under the RT Facility at such time.

“Bail-InAction” means the exercise of any Write-down and Conversion Powers.

“Bail-InLegislation” means:

(a)	in relation to an EEA Member Country which<br>has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery<br>and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU<br>Bail-In Legislation Schedule from time to time; and
(b)	in relation to any other state, any analogous<br>law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in<br>that law or regulation.
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“BankingDay” means (x) any day, other than Saturday and Sunday, on which banks generally are open for business in Vancouver, British Columbia, London, England and Toronto, Ontario and (y) when used in respect of LIBOR Loans, means any such day which is also a day on which banks generally are open for business in New York, New York and on which transactions can be carried on in the London interbank market.

“BaseRate” means, at any particular time, the variable rate of interest per annum, calculated on the basis of a year of 365 or 366 days, as the case may be, which is equal to the greater of (a) the aggregate of (i) the Federal Funds Effective Rate at such time and (ii) ½ of 1% per annum and (b) the Base Rate Canada at such time.

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“BaseRate Canada” means the variable rate of interest per annum determined by the Administrative Agent from time to time as its base rate for United States dollar loans made by the Administrative Agent in Canada from time to time, being a variable per annum reference rate of interest adjusted automatically upon change by the Administrative Agent, calculated on the basis of a year of 365 days (or 366 days in the case of a leap year). If at any time Base Rate Canada is less than zero, the Base Rate Canada shall be deemed to be equal to zero.

“BaseRate Loan” means monies lent by the Lenders to a Borrower hereunder and upon which interest accrues at a rate referable to the Base Rate.

“BeatySubscription Agreement” means the subscription agreement dated on or about the date hereof between Ross J. Beaty and Equinox.

“BenchmarkReplacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Official Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. Dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“BenchmarkReplacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the relevant Official Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated syndicated credit facilities at such time.

“BenchmarkReplacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

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“BenchmarkReplacement Date” means the earlier to occur of the following events with respect to LIBOR:

(a)	in the case of (a) or (b) of the definition of “Benchmark Transition Event,” the later<br>of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator<br>of LIBOR permanently or indefinitely ceases to provide LIBOR; or
(b)	in the case of clause (c) of the definition of “Benchmark Transition Event,” the date<br>of the public statement or publication of information referenced therein.
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“BenchmarkTransition Event” means the occurrence of one or more of the following events with respect to LIBOR:

(a)	a public statement or publication of information by or on behalf of the administrator of LIBOR<br>announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the<br>time of such statement or publication, there is no successor administrator that will continue to provide LIBOR;
(b)	a public statement or publication of information by the regulatory supervisor for the administrator<br>of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution<br>authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority<br>over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently<br>or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue<br>to provide LIBOR; or
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(c)	a public statement or publication of information by the regulatory supervisor for the administrator<br>of LIBOR announcing that LIBOR is no longer representative.
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“BenchmarkTransition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90^th^ day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Majority Lenders, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Majority Lenders) and the Lenders.

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“BenchmarkUnavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with Section 3.12 and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to Section 3.12.

“BlockingLaw” means Council of the European Union regulation (EC) No 2271/1996 of 22 November 1996 or any law or regulation implementing such regulation in any member state of the European Union or the United Kingdom of Great Britain and Northern Ireland.

“Branchof Account” means the Wholesale Banking Operations of the Administrative Agent located at 720 King Street West, Toronto, Ontario, or such other branch of the Administrative Agent located in Canada as the Borrowers and the Administrative Agent may agree upon.

“CapitalLease” means a lease that would, in accordance with GAAP, be treated as a balance sheet liability (other than a lease that would, in accordance with GAAP in force prior to January 1, 2019 be treated as an operating lease). All leases of any Person that are or would be characterized as operating leases in accordance with GAAP prior to January 1, 2019 (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as Capital Leases) for all purposes of this Agreement (except that financial statements delivered pursuant to Section 11.1(b) shall reflect such operating leases in accordance with GAAP as in effect at the time of such delivery) regardless of any change in GAAP following the date that would otherwise require such leases to be recharacterized as Capital Leases.

“CapitalReorganization” means any change in the issued and outstanding Shares of an Obligor.

“Cash” means cash and Cash Equivalents of Equinox determined on a consolidated basis.

“CashEquivalents” means (i) securities issued or directly and fully guaranteed or insured by the United States (or any state thereof) or Canadian (or any province thereof) governments or any agency or instrumentality thereof with maturities of 12 months or less from the date of acquisition, (ii) certificates of deposit or time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank incorporated in the United States or Canada having capital and surplus in excess of $500,000,000 (or the Exchange Equivalent thereof), (iii) repurchase obligations for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above, (iv) commercial paper rated A1 or the equivalent thereof by Moody’s or S&P and in each case maturing within one year after the date of acquisition, (v) investment funds investing at least 95% of their assets in securities of the types described in clauses (i) to (iv) above and (vi) readily marketable direct obligations issued by any state of the United States or province of Canada or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition.

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“CashManagement Agreements” means any cash management agreement (including any mirror netting agreement) which an Obligor enters into in the ordinary course of business with a Lender.

“CashProceeds of Realization” means the aggregate of (i) all Proceeds of Realization in the form of cash and (ii) all cash proceeds of the sale or disposition of non-cash Proceeds of Realization, in each case expressed in United States dollars.

“CastleMountain” means Castle Mountain Venture, a general partnership existing under the laws of California.

“CastleMountain Collateral” means all right, title and interest of any of the Castle Mountain Entities to the “Property”, as defined in the Franco-Nevada Royalty Agreement.

“CastleMountain Entities” means, collectively, NewCastle Gold Ltd., Telegraph Gold Inc., Solius Holdco, Viceroy Gold Corporation and Castle Mountain.

“CastleMountain Mine” means the Castle Mountain gold mine located in San Bernardino County, California.

“Changein Law” means the occurrence, after the date of this agreement, of any of the following: (a) the adoption or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation or application thereof by any Official Body or (c) the making or issuance of any Applicable Law by any Official Body. For certainty, the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith and promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

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“Changeof Control” means and shall be deemed to have occurred if any Person or group of Persons acting “in concert” (as contemplated by the Securities Act (British Columbia)), shall at any time have acquired (i) direct or indirect beneficial ownership of Voting Shares of Equinox having attributed to it a majority of the outstanding votes attached to all of the issued and outstanding Voting Shares of Equinox or (ii) the right or the ability by voting power, contract or otherwise to elect or designate for election a majority of the directors of the Equinox.

“Confirmation” means the confirmation dated the date hereof, entered into by each Obligor (other than the Restatement Date Obligors) party thereto in favour of the Administrative Agent and each other Finance Party.

“Control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting equity, by contract or otherwise and “Controlled” shall have a similar meaning.

“ConversionNotice” shall have the meaning ascribed thereto in Section 6.2.

“ConvertibleDebentureholders” means Mubadala and Pac Road.

“ConvertibleDebentures” means the First Mubadala Convertible Debenture, the Second Mubadala Convertible Debenture and the Pac Road Convertible Debentures and “Convertible Debenture” means any one of the Convertible Debentures, as the context may require.

“ConvertibleDebentures Agency Agreement” means the administrative agency agreement to be entered between the Convertible Debentures Agent and the Convertible Debentureholders.

“ConvertibleDebentures Agent” means MDC Industry Holding Company LLC as administrative agent for and on behalf of itself and the other Convertible Debentureholders and any successor thereto pursuant to the terms of the Convertible Debentures Agency Agreement.

“ConvertibleDebentures Documents” means the Convertible Debentures and any other documents evidencing the indebtedness, liabilities and obligations owed by the Obligors to the Convertible Debentureholders in connection with the issuance of the Convertible Debentures, the Convertible Debentures Guarantees and the Convertible Debentures Security Documents.

“ConvertibleDebentures Guarantees” means the guarantees entered into by the Obligors to guarantee the Convertible Debentures Obligations.

“ConvertibleDebentures Obligations” means all indebtedness, liabilities and other obligations of the Obligors pursuant to and under the Convertible Debentures Documents to which such Obligors are party.

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“ConvertibleDebentures Security” means, subject to the Omnibus Intercreditor Agreement, the 2^nd^ priority Liens in the Secured Assets securing the Convertible Debentures Obligations.

“ConvertibleDebentures Security Documents” means the security documents evidencing the Convertible Debentures Security.

“CorporateReorganization” means any change in the legal existence of any Obligor (other than a Capital Reorganization) including by way of amalgamation, merger, division, plan of division, winding up, dissolution, continuance or plan of arrangement.

“CorrectiveAction Plan” means a plan to correct and remedy all material non-compliance at the Leagold Mines with Environmental and Social Laws and the HSEC Policy and any adverse effects resulting from same. As at the Restatement Date the Corrective Action Plan is set out in Schedule Q.

“CreditDocuments” means this agreement, the Guarantees, the Fee Letters, the Security Documents, the Perfection Certificates, the Franco-Nevada/Mubadala Intercreditor Agreement, the Mubadala/Sandstorm Intercreditor Agreement, the Omnibus Intercreditor Agreement, the Confirmation and all instruments and agreements executed and delivered by the Obligors in favour of the Finance Parties from time to time in connection with this agreement or any other Credit Document, but specifically excluding the Secured Risk Management Agreements and the Cash Management Agreements.

“CreditExcess” means, as at a particular date and with respect to a particular Credit Facility, the amount, if any, by which the aggregate amount of credit outstanding under such Credit Facility as at the close of business on such date exceeds the Total Commitment Amount in respect of such Credit Facility as at the close of business on such date.

“CreditFacilities” means the NRT Facility and the RT Facility and “Credit Facility” means either of the Credit Facilities, as the context so requires.

“CreditFacilities Termination Date” means the date on which all Secured Obligations of the Borrowers under or in connection with each Credit Facility have been permanently paid in full and the Lenders have no commitment to provide credit to either Borrower under or in connection with either Credit Facility.

“CreditLimits” means the NRT Credit Limit and RT Credit Limit and “Credit Limit” means either of the Credit Limits, as the context so requires.

“Default” means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

“DefaultingLender” means any Lender that (a) has failed to fund any portion of any extension of credit required to be funded by it hereunder within three Banking Days of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Banking Days of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (c) has been determined by a court of competent jurisdiction or regulator to be insolvent or is unable to meet its obligations or admits in writing it is unable to pay its debts as they generally become due, (d) is the subject of a bankruptcy or insolvency proceeding, (e) is subject to or is seeking the appointment of an administrator, regulator, conservator, liquidator, receiver, trustee, custodian or other similar official over any portion of its assets or business, with respect to (d) and (e), or (f) is subject to any Bail-In Action.

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“DerivativeExposure” in relation to any Person (the “relevant party”) and any counterparty of the relevant party at any time means the amount which would be payable by the relevant party to that counterparty, or by that counterparty to the relevant party, as the case may be, pursuant to all Risk Management Agreements entered into between them and in effect at that time if the transactions governed thereby were to be terminated as the result of the early termination thereof. If the Derivative Exposure would be payable by the relevant party to the counterparty of the relevant party at the relevant time of determination, it is referred to herein as “Out-of-the-Money Derivative Exposure”.

“DesignatedAccount” means, with respect to transactions in United States dollars under the Credit Facilities, the account of the relevant Borrower maintained by the Administrative Agent at the Branch of Account for the purposes of transactions in such currency under this agreement.

“Disposition” shall mean any sale, Sale Leaseback, assignment, transfer, conveyance, lease, license or other disposition of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, and the verb “Dispose” shall have a correlative meaning.

“Distribution” means:

(a)	the declaration, payment or setting aside for payment of any dividend or other distribution on<br>or in respect of any shares in the capital of Equinox, other than a dividend declared, paid or set aside for payment by Equinox<br>which is payable in shares of Equinox;
(b)	the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of<br>any shares in the capital of Equinox or any securities, instruments or contractual rights capable of being converted into, exchanged<br>or exercised for shares in the capital of Equinox, including, without limitation, options, warrants, conversion or exchange privileges<br>and similar rights; and
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(c)	the payment of interest or the repayment of principal with respect to any consolidated Indebtedness<br>of Equinox which is subordinated to the Indebtedness of the Borrowers under the Credit Documents (which for greater certainty does<br>not include Indebtedness under the Convertible Debentures or the Sandstorm Debenture).
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“Draft” means any draft, bill of exchange, receipt, acceptance, demand or other request for payment drawn or issued under or in respect of a Letter.

“DrawdownNotice” shall have the meaning ascribed thereto in Section 4.1.

“EarlyOpt-in Election” means the occurrence of:

(a)

(i) a determination by the Administrative Agent or (ii) a notification by the Majority Lenders to the Administrative Agent (with a copy to the Borrowers) that the Majority Lenders have determined that U.S. Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 3.12, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and

(b)

(i) the election by the Administrative Agent or (ii) the election by the Majority Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Lenders or by the Majority Lenders of written notice of such election to the Administrative Agent (with a copy to the Borrowers).

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“EBITDA” means, for any particular Fiscal Quarter, Net Income for such Fiscal Quarter:

(a)	plus Interest Expenses for such Fiscal Quarter;
(b)	minus Interest Income for such Fiscal Quarter;
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(c)	plus consolidated income tax expenses of Equinox for such Fiscal Quarter;
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(d)	plus (to the extent otherwise deducted) consolidated depreciation and amortization expenses and<br>other non-cash expenses of Equinox (which shall include, for certainty, Equinox’s non-cash stock options and non-cash share<br>based payment expenses) for such Fiscal Quarter;
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(e)	plus (to the extent otherwise deducted) unrealized losses incurred in connection with any Risk<br>Management Agreements during such Fiscal Quarter;
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(f)	plus (to the extent otherwise deducted) extraordinary, unusual and non-recurring charges, expenses<br>or losses, including, without limitation, reasonable integration, restructuring and one-time business optimization expenses;
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| --- | | (g) | plus (to the extent otherwise deducted) non-recurring transaction costs and expenses (including, without limitation, reasonable professional fees) relating to the Existing Credit Agreement, the Transaction and other amendments or amendments and restatements of this Agreement from time to time; and | | --- | --- | | (h) | minus (to the extent otherwise included) unrealized gains incurred in connection with any Risk Management Agreements during such Fiscal Quarter. | | --- | --- |

The calculation of EBITDA shall be adjusted, without duplication, for non-cash revenues and expenses of Equinox on a consolidated basis including, without limitation, deferred revenue and the difference between accrued and cash reclamation costs. For greater certainty, EBITDA shall not be adjusted for any change in any non-cash operating working capital. The determination of EBITDA for all purposes hereunder shall be determined exclusive of any extraordinary, unusual or non-recurring gains or losses (including, for certainty and without limitation, any gains or losses from the sale of any mining property or any part hereof or any insurance proceeds).

“EEAMember Country” means any member state of the European Union (including for greater certainty, the United Kingdom), Iceland, Liechtenstein and Norway.

“EffectiveTime” shall have the meaning ascribed thereto in Section 12.2.

“EmployeeBenefit Plan” means any employee benefit plan maintained or contributed to by any Obligor that are not Pension Plans, including any profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, supplementary unemployment benefit plan or arrangement and any life, health, dental and disability plan or arrangements in which the employees or former employees of any Obligor participate or are eligible to participate, in each case whether written or oral, funded or unfunded, insured or self-insured, reported or unreported, but excluding all stock option or stock purchase plans.

“EnforcementDate” means:

(a)

at all times prior to the Credit Facilities Termination Date, the date on which the Administrative Agent notifies the Borrowers, pursuant to Section 13.1, that all Indebtedness of the Borrowers to the Lenders hereunder has become immediately due and payable or on which such indebtedness automatically becomes due and payable pursuant to Section 13.1, whichever occurs first; or

(b)

on and at all times after the Credit Facilities Termination Date, the date on which a Qualified Risk Management Lender notifies an Obligor that all Indebtedness of such Obligor to such Qualified Risk Management Lender under the relevant Secured Risk Management Agreement has become immediately due and payable or on which such Indebtedness automatically becomes due and payable, whichever occurs first.

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“Environment” means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

“Environmentaland Social Laws” means (i) the IFC Performance Standards and the World Bank Environmental, Health, and Safety Guidelines, in each case, published from time to time by the IFC and World Bank Group respectively and (ii) any Applicable Law which relates to (A) the pollution or protection of the Environment, (B) the conditions of the workplace, (C) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment including any Hazardous Materials, (D) indigenous peoples, (E) cultural heritage or (F) resettlement or economic displacement of persons.

“Equity” means, at any particular time, the amount which would, in accordance with GAAP, be classified on the consolidated balance sheet of Equinox at such time as shareholders’ equity of Equinox.

“EU Bail-InLegislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Eventof Default” means any one of the events set forth in Section 13.1.

“ExchangeEquivalent” means as of any particular date, with reference to any amount (the “original amount”) expressed in a particular currency (the “original currency”), the amount expressed in the other currency which would be required to buy the original amount of the original currency using the Bank of Canada daily rate of exchange published on the Bank of Canada website (or for the preceding Banking Day if such rate is not available at the relevant time).

“ExcludedCollateral” means:

(a)	With respect to the Obligors, any of the following:
(i)	any payroll, payroll tax, 401(k), pension plan or workers’ compensation account maintained<br>by any Obligor, provided that such accounts are only to be used for payroll, payroll tax, 401(k), pension plan or workers’<br>compensation account deposit purposes, as applicable, and not as a deposit account for general corporate purposes or for any other<br>purpose;
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| --- | | (ii) | any bank account or deposit account (each a “CCEE Account”) maintained by any Obligor for the exclusive purpose of financial settlements of electric energy purchase and sale transactions carried out under the Brazilian Electric Energy Trade Chamber (Câmara de Comercializacão de Energia Eletrica - CCEE), provided that any such CCEE Account is only to be used for the purpose of settling electric energy purchase and sale transactions, and not as a deposit account for general corporate purposes or for any other purpose; | | --- | --- | | (iii) | mineral concessions, mining claims and mining leases that are not Mining Licenses and any other real property that is not material to the conduct of or access to mining activities contemplated from time to time by the Mine Plan (collectively, the “Immaterial Real Property”); | | --- | --- | | (iv) | any assets (other than Material Agreements, Mining Licenses and any Shares of the Obligors) subject to third party arrangements which prevent a Lien from being granted in such assets; provided that the relevant Obligor has made commercially reasonable efforts to obtain a consent from the relevant third party to the granting of such Lien and, notwithstanding such efforts, such third party has refrained from giving such consent; and | | --- | --- | | (v) | any assets (other than the Mining Licenses and any Shares of the Obligors) as to which the cost, burden, difficulty or consequences of obtaining or perfecting a Lien therein in favour of the Administrative Agent (including any mortgage stamp, filing or registration costs or other taxes or expenses relating to such Lien) outweighs the benefit of the security afforded thereby as determined by the Borrowers and the Majority Lenders, each acting reasonably; and | | --- | --- | | (b) | solely with respect to the Restatement Date Obligors formed under the laws of Brazil, all equipment and parts inventory. | | --- | --- |

“ExcludedSwap Obligation” means, with respect to any Obligor in its capacity as a guarantor of the Secured Obligations of the other Obligors under or in respect of any Guarantee, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Obligor of, or the grant by such Obligor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute (“Commodity Exchange Act”) or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Obligor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

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“ExcludedTaxes” means, with respect to any Finance Party or any other recipient of any payment to be made by or on account of any obligation of a Borrower under any Finance Document, (a) taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Finance Party, in which its applicable lending office is located, or as a result of a present or former connection between the recipient and the jurisdiction of the taxing authority, imposing such tax (other than such connection arising solely from the recipient having executed, delivered or performed its obligations or received a payment under, or enforced, any Finance Document, or sold or assigned an interest in any Finance Document), (b) any capital taxes and branch profits taxes or any similar tax imposed by any jurisdiction described in (a) above, (c) any U.S. federal withholding taxes imposed under FATCA, and (d) taxes attributable to the recipient’s or Finance Party’s failure to comply with Section 8.6(f).

“ExistingBrazilian Collateral” means all present and future assets of each of the Aurizona Entities (other than Equinox), all present and future shares of Luna Gold Corp. owned by Equinox and all intercompany debt owing to Equinox by Luna Gold Corp., Aurizona Goldfields, Mineracão Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda.

“ExistingCredit Agreement” shall have the meaning ascribed thereto in the recitals hereto.

“ExistingStream Agreements” means, collectively:

(a)

(b)

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“Exposure” means, with respect to a particular Finance Party at a particular time, the amount of the Secured Obligations owing to such Finance Party at such time, determined by such Finance Party in good faith in accordance with Section 14.20.

“FATCA” shall mean (i) Sections 1471 through 1474 of the US Internal Revenue Code, (ii) any regulations promulgated thereunder, official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the US Internal Revenue Code, and (iii) any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing, in each case, in existence as of the date of this Agreement, or any amended or successor version that is substantively comparable and not materially more onerous to comply with.

“FederalFunds Effective Rate” means, for any particular day, the variable rate of interest per annum, calculated on the basis of a year of 360 days and for the actual number of days elapsed, equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York or, for any Banking Day on which such rate is not so published by the Federal Reserve Bank of New York, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.

“FeeLetters” means the Agency Fee Letter and the Lead Arranger Fee Letter.

“FinanceDocuments” means, collectively, the Credit Documents, the Secured Risk Management Agreements and the Cash Management Agreements.

“FinanceParties” means, collectively, the Administrative Agent, the Lenders and the Qualified Risk Management Lenders.

“FirstMubadala Convertible Debenture” means the convertible debenture in the amount of $130,000,000 and with a maturity date of April 12, 2024 issued by Equinox to Mubadala pursuant to the terms of the subscription agreement dated February 25, 2019 between Equinox and Mubadala.

“FiscalQuarter” means any of the three-month periods ending on the last day of March, June, September and December in each Fiscal Year.

“FiscalYear” means the twelve-month period ending on the last day of December in each year.

“Franco-Nevada” means Franco-Nevada U.S. Corporation.

“Franco-NevadaDocuments” means, collectively, the Franco-Nevada Royalty Agreement, the Franco-Nevada Guarantees, the Franco-Nevada Security Documents and the “Documents” and “Existing Royalty Agreements”, as such terms are defined in the Franco-Nevada Royalty Agreement or the Franco-Nevada Intercreditor Agreement.

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“Franco-NevadaGuarantees” means the guarantees entered into by the Castle Mountain Entities to guarantee the Franco-Nevada Obligations.

“Franco-Nevada/MubadalaIntercreditor Agreement” means the intercreditor agreement dated June 21, 2019 entered into among the Administrative Agent, for and on behalf of the Finance Parties, the Convertible Debentures Agent, for and on behalf of the Convertible Debentureholders, and Franco-Nevada as amended and restated as of the date hereof to address the Second Mubadala Convertible Debenture and the amendment and restatement of the Existing Credit Agreement.

“Franco-NevadaObligations” means all liabilities and other obligations of the Castle Mountain Entities owed to Franco-Nevada pursuant to and under the Franco-Nevada Documents to which such Castle Mountain Entities are party.

“Franco-NevadaRoyalty Agreement” means the royalty agreement dated as of April 11, 2016 among each of the Castle Mountain Entities and Franco-Nevada.

“Franco-NevadaSecurity” means the Liens in the Castle Mountain Collateral securing the Franco-Nevada Obligations.

“Franco-NevadaSecurity Documents” means the security documents evidencing the Franco-Nevada Security.

“generallyaccepted accounting principles” or “GAAP” means generally accepted accounting principles in effect in Canada from time to time consistently applied, as recommended by the CPA Canada Handbook - Accounting, published by the Chartered Professional Accountants of Canada, which, for purposes of this agreement, is determined to be IFRS.

“GreenfieldsRoyalty Agreement” means the Greenfields royalty agreement dated as of May 7, 2015 among Luna Gold Corp., Mineracão Aurizona S.A. and Sandstorm (as successor in interest to Sandstorm Canada pursuant to an assignment and assumption agreement).

“GreenfieldsRoyalty Documents” means the Greenfields Royalty Agreement and each of the other “Greenfields Royalty Documents” as defined in the Mubadala/Sandstorm Intercreditor Agreement.

“GreenfieldsRoyalty Obligations” means all indebtedness, liabilities and other obligations of the Aurizona Entities pursuant to and under the Greenfields Royalty Documents to which such Aurizona Entities are party.

“Guarantees” means, collectively, (x) the guarantee by Borrowers in Article 15 hereof and (y) the guarantee to be entered into by each Guarantor in favour of the Administrative Agent for the benefit of the Finance Parties, each in form and substance satisfactory to the Lenders, and pursuant to which such Guarantor shall guarantee all of the Secured Obligations of each other Obligor and “Guarantee” means any one of the Guarantees.

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“Guarantors” means at any time, collectively, all present and future Subsidiaries of Equinox, other than the Immaterial Subsidiaries. As of the Restatement Date, the Guarantors shall be Castle Mountain, NewCastle Gold Ltd., Telegraph Gold Inc., Solius Holdco, Viceroy Gold Corporation, New Gold Mesquite, Western Goldfields (USA) Inc., Western Mesquite Mines, Inc., Luna Gold Corp., Aurizona, Luna Gold Pesquisas Minerais LTDA, Mineracão Aurizona S.A. and the Restatement Date Obligors.

“HazardousMaterials” means any waste or other substance that is hazardous, radioactive, toxic, a pollutant or a contaminant, or that is regulated, listed, defined, designated, or classified, or otherwise determined to be, as such under or pursuant to any Environmental and Social Laws, including any mixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes thereof and asbestos or asbestos-containing materials.

“HSECPolicy” means the integrated health, safety, environmental and community policies and operating guidelines for the Los Filos Mine which were adopted on or prior to April 6, 2017, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms hereof.

“IFRS” means, at any given date, International Financial Reporting Standards, which include standards and interpretations adopted by the International Accounting Standards Board, applied on a consistent basis.

“ImmaterialBrazilian Real Property” has the meaning given to such term in clause (a)(iii) of the definition of “Excluded Collateral”.

“ImmaterialSubsidiaries” means Anfield Gold Corp., Magellan Minerals Ltd., Lanfair Land Holdings LLC, Luna Gold Participacões LTDA and Luna Gold Investimentos Minerais LTDA and “Immaterial Subsidiary” means any of the Immaterial Subsidiaries or any such other Subsidiary of the Borrower designated in writing as an Immaterial Subsidiary by the Borrower and the Administrative Agent that otherwise complies with Section 10.1(gg) and 11.2(n).

“Indebtedness” of any Person means, without duplication, (i) indebtedness of such Person for borrowed money or for the deferred purchase price of property and services, other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices, (ii) other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iii) obligations of such Person under any Capital Lease, (iv) contingent reimbursement or payment obligations of such Person in respect of any letter of credit, bank guarantee or surety bond, (v) the Out-of-the-Money Derivative Exposure of such Person that is due and payable, (vi) to the extent recorded as indebtedness on the balance sheet of such Person in accordance with GAAP, repayment obligations, liquidated damages or other financial compensation due and owing under the Convertible Debentures and/or Sandstorm Debenture upon an event of default thereunder, as applicable and (vii) the contingent obligations of such Person under any guarantee or other agreement assuring payment of any obligations of any Person of the type described in the foregoing clauses (i) to (vi). Indebtedness for purposes of calculating the ratios in Sections 11.1(m) and (n), shall not include any Indebtedness under clause (iv) above (other than any Secured Obligations) that is cash collateralized.

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“IndemnifiedLiabilities” has the meaning ascribed to such term in Section 8.5(a) or Section 8.5(b), as applicable.

“IndemnifiedTaxes” means, Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of an Obligor under any of the Finance Documents, as applicable.

“IndigenousClaim” means any action, cause of action, suit, litigation, proceeding, demand, or claim, made by any Indigenous Group which is adverse to an Obligor or, to the Knowledge of Equinox, to an Official Body in respect of indigenous rights, title, treaty rights or any other indigenous interest in or to all or related to any portion of a mine owned by an Obligor, including any cause of action, suit, litigation, proceeding, demand or claim, by any Indigenous Group related to a mine owned by an Obligor.

“IndigenousGroup” means any indigenous or aboriginal Persons, tribes or bands or similar groups near which a mine owned by an Obligor is located.

“IndividualCommitment” means, with respect to a particular Lender and a particular Credit Facility, the principal amount set forth in Schedule A attached hereto, as reduced or amended from time to time pursuant to, as applicable, Sections 2.3, 8.3 and 16.5 as the individual commitment of such Lender with respect to such Credit Facility, provided that, upon the termination of such Credit Facility pursuant to Section 2.4, the Individual Commitment of each Lender with respect to such Credit Facility shall thereafter be equal to the Individual Commitment of such Lender immediately prior to the termination of the relevant Credit Facility.

“IntellectualProperty” shall mean all issued patents and patent applications, industrial design registrations, trade-marks, registrations and applications therefor, trade-names and styles, logos, copyright registrations and applications therefor, all of the foregoing owned by or licensed to any Obligor and used in or necessary to the operation of its business.

“InterestExpenses” means, for any particular period, the cash interest expense of Equinox for such period related to Indebtedness, determined on a consolidated basis. Interest Expense includes stand-by fees, letter of credit fees and net cash payments associated with contracts related to interest rate hedging.

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“InterestIncome” means, for any particular period, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated income statement of Equinox for such period as interest accrued due to Equinox during such period whether or not paid.

“InterestPeriod” means, in the case of any LIBOR Loan under the RT Facility, the applicable 30, 60, 90 or 180 day period and, in the case of any LIBOR Loan under the NRT Facility, the applicable 90 or 180 day period, in each case for which interest on such LIBOR Loan shall be calculated pursuant to Article 7, with reference to Schedule H.

“InterestService Coverage Ratio” means, for any Fiscal Quarter, the ratio of (i) Rolling EBITDA for such Fiscal Quarter to (ii) Rolling Interest Service for such Fiscal Quarter.

“Investment” shall mean any advance, loan, extension of credit or capital contribution to, purchase of Shares, bonds, notes, debentures or other securities of, or any other investment made in, any Person but shall exclude any Acquisition, any acquisition of tangible personal property and any capital or exploration expenditures.

“IssuingLender” means The Bank of Nova Scotia or any other Lender selected by the Administrative Agent and acceptable to the Borrowers who assumes in writing the obligation of issuing a Letter or Letters on behalf of the Lenders.

“Knowledgeof Equinox” means, at any particular time, the conscious knowledge of the senior management of Equinox which shall include, without limitation, Equinox’s President and Chief Executive Officer, Executive Vice President – Corporate, Chief Financial Officer, Chief Operating Officer and Corporate Secretary.

“LeadArranger Fee Letter” means the fee letter dated December 13, 2019 entered into by Equinox Gold Corp. and Leagold Mining Corporation (as corporate predecessors to Equinox), The Bank of Nova Scotia, Bank of Montreal, ING Capital LLC and Societe Generale.

**“Leagold”**means Leagold Mining Corporation, a company which, prior to the Transaction, was incorporated under the laws of the Province of British Columbia.

“LeagoldCredit Agreement” means the credit agreement dated as of June 18, 2019 entered into among Leagold Mining Corporation (as corporate predecessor to Equinox), as borrower, Societe Generale, as administrative agent, Societe Generale, Investec Bank PLC and ING Capital LLC, as joint lead arrangers, Investec Bank plc, as technical agent and the lenders from time to time party thereto.

“LeagoldMines” means each of the following mining projects owned and operated by an Obligor including all assets, property and undertaking used, intended for use in, or forming part of, each such project, each as may from time to time be expanded, developed or enhanced:

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(a)	the Los Filos Mine;
(b)	the conventional open pit gold mine known as the “RDM Mine” owned and operated by Mineracão<br>Riacho dos Machados Ltda. covering approximately 22,600 hectares located 560 kilometres north of Belo Horizonte, Minas Gerais State,<br>Brazil;
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(c)	the underground gold mine known as the “Fazenda Mine” owned and operated by Fazenda<br>Brasileiro Desenvolvimento Mineral Ltda covering approximately 63,400 hectares located 180 kilometres northwest of Salvador within<br>the Maria Preta mining district in Bahia State, Brazil;
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(d)	the complex of underground gold mines known as the “Pilar Mine” owned and operated<br>by Pilar de Goias Desenvolvimento Mineral, S.A. covering approximately 17,800 hectares located 320 km from Brasilia in Goias State,<br>Brazil; and
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(e)	the open pit gold mine known as the “Santa Luz Mine” owned and operated by Santa Luz<br>Desenvolvimento Mineral Ltda. located 28 kilometers north of Santaluz in Bahia State, Brazil.
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“Lenders” means the individual lending institutions set out and described in Schedule A, as amended from time to time and “Lender” means any of the Lenders.

“Letters” means standby letters of credit or guarantee issued by the Issuing Lender under the RT Facility at the written request, and on the credit, of a Borrower, each being denominated in United States dollars, having a term of not more than one year, being renewable in the sole discretion of the Issuing Lender, being issued to a named third party beneficiary acceptable to the Issuing Lender and being otherwise in a form satisfactory to the Issuing Lender.

“Level” means a level set out in the first column of the table contained in Schedule H corresponding to the range within which the Leverage Ratio as of any Fiscal Quarter end falls.

“LeverageRatio” means, for any Fiscal Quarter, the ratio of (i) Net Indebtedness at the last day of such Fiscal Quarter to (ii) Rolling EBITDA for such Fiscal Quarter.

“LIBOR” means (i) the rate of interest per annum, calculated on the basis of a year of 360 days, determined by the Administrative Agent for a particular Interest Period to be the rate of interest per annum as determined by reference to the London interbank offered rate administered by ICE Benchmark Administration Limited for deposits in U.S. Dollars (as set forth by any service which has been nominated by ICE Benchmark Administration Limited as an authorized information vendor for the purpose of displaying such rates) at approximately 11:00 a.m. (London time) on the second Banking Day prior to the commencement of such Interest Period, (ii) if, for any reason at any time prior to a Benchmark Transition Start Date, such rate cannot be determined through such service the rate of interest per annum, calculated on the basis of a year of 360 days, determined by the Administrative Agent for a particular Interest Period to be the rate of interest per annum that appears as such on the Reuters Page LIBOR01 at approximately 11:00 a.m. (Toronto time) on the second Banking Day prior to the commencement of such Interest Period, or (iii) if, for any reason, such rate cannot be determined through such service or Reuters Pages, LIBOR shall mean the rate of interest per annum, calculated on the basis of a year of 360 days and rounded upwards if necessary to the nearest whole multiple of 1/16% determined by the Administrative Agent as being the rate of interest at which the Administrative Agent (in its capacity as a Lender) in accordance with its normal practices would be prepared to offer to leading banks in the London Interbank Market for delivery on the first day of each relevant Interest Period for a period equal to the relevant Interest Period based on the number of days comprised therein, deposits in U.S. Dollars of comparable amounts to the amount of the relevant LIBOR Loan, to be outstanding during the Interest Period, at approximately 11:00 am (London time) on the second Banking Day prior to the commencement of such Interest Period. For the avoidance of doubt, if LIBOR is ever below zero, LIBOR for the purposes hereof shall be deemed to be zero.

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“LIBORLoan” means monies lent by the Lenders to a Borrower in U.S. Dollars and upon which interest accrues at a rate referable to LIBOR.

“Lien” means any deed of trust, mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege, vendor’s right of reclamation or other security interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise), that secures the payment of any indebtedness or liability or the observance or performance of any obligation (including any agreement to give any of the foregoing and any filing of or agreement to give any financing statement under the Uniform Commercial Code, PPSA or any similar action under any similar law of any other jurisdiction other than in respect of operating leases of personal property entered into in the ordinary course of business and having a term of greater than one year that are deemed to be Liens under Applicable Law) as well as any royalty.

“Lifeof Mine” means, in respect of each mine of an Obligor, the period during which all reserves and resources at such mine as reported in Equinox’s most recent reserve statement in respect of such mine is projected to be extracted through planned mining activities at or in connection with such mine.

“Liquidity” means, at any particular time, the aggregate of (i) all Unrestricted Cash of the Obligors at such time and (ii) the amount, if any, by which the amount of the Available Credit at such time exceeds the amount of credit outstanding under the RT Facility at such time.

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“Loans” means Base Rate Loans and LIBOR Loans.

“LosFilos Mine” means the open-pit and underground gold mine complex known as the “Los Filos Mine” owned and operated by Desarrollos Mineros San Luis, S.A. de C.V. in respect of 40 concessions covering 148,908 hectares located 180 km south of Mexico City in the municipality of Eduardo Neri, Guerrero State, Mexico.

“MajorityLenders” means:

(a)	at any particular time up to the Credit Facilities Termination Date, such group of Lenders (and,<br>if there is more than one Lender, at least two Lenders) whose Individual Commitments under both Credit Facilities aggregate at<br>least two thirds of the Total Commitment Amount of the Credit Facilities at such time; and
(b)	at any particular time after the Credit Facilities Termination Date, such group of Finance Parties<br>which have aggregate Exposure in an amount at least two thirds of the aggregate Exposure of all of the Finance Parties at such<br>time.
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Notwithstanding the foregoing, the unfunded Individual Commitments of, and the outstanding extensions of credit held or deemed to be held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“MaterialAdverse Change” means any change of circumstances or event (or any Lender becoming aware of any facts not previously disclosed or known) which the Majority Lenders determine is reasonably likely to have a Material Adverse Effect.

“MaterialAdverse Effect” means, in the opinion of the Majority Lenders, acting reasonably, a material adverse effect (or a series of adverse effects, none of which is material in and of itself but which, cumulatively, result in a material adverse effect) on:

(a)	the business, operations, property, assets or financial condition of the Obligors considered as<br>a whole;
(b)	the ability of any Obligor to perform any of its material obligations under any Finance Document<br>to which it is a party;
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(c)	the ability of any Finance Party to enforce its rights under any Finance Document; or
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(d)	the perfection or priority of the Security.
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Notwithstanding the foregoing, normal course adverse price fluctuations in the commodity markets shall not, in and of themselves, be deemed to constitute a Material Adverse Effect.

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“MaterialAgreements” means (i) those contracts set forth in Schedule K, (ii) any contract to which an Obligor is a party and which the Administrative Agent, on the instructions of the Majority Lenders, acting reasonably, has designated in writing to the Borrowers as a Material Agreement and (iii) otherwise any contract to which an Obligor is a party, the breach or termination of which could reasonably be expected to result in a Material Adverse Change and “Material Agreement” means any of the Material Agreements.

“MaterialBrazilian Real Property” means all mineral concessions, mining claims and mining leases and any other real property situated in Brazil, other than Immaterial Real Property.

“MesquiteMine” means the Mesquite gold mine located near Glamis, Imperial County, California operated by Western Mesquite Mines, Inc.

“MinePlan” means the consolidated financial model of Equinox (in Excel format) which shall include without duplication (i) the individual mine plan over the Life of Mine and (ii) all other corporate expenses (including, without limitation, sales, general and administrative expenses and payments to community land owners) and, only with respect to each Mine Plan delivered after the Restatement Date, budgeted exploration expenses for the then current year, delivered by or on behalf of the Borrowers to the Lenders.

“MiningLicenses” means, collectively, the mineral concessions, mining claims and mining leases which are material to the conduct of mining activities contemplated from time to time by the Mine Plan, a complete and accurate inventory of which is set forth in the Perfection Certificates as updated from time to time pursuant to Section 11.1(b).

“MiningOperations” means, at any particular time, the exploration, development, mining, construction and milling operations carried out at the mines of any Obligor at such time.

“Moody’s” means Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

“Mubadala” means MDC Industry Holding Company LLC and its successors and permitted assigns.

“MubadalaConvertible Debentures” means, collectively, the First Mubadala Convertible Debenture and the Second Mubadala Convertible Debenture.

“Mubadala/SandstormIntercreditor Agreement” means the intercreditor agreement dated April 11, 2019 among the Administrative Agent, for and on behalf of the Finance Parties, the Convertible Debentures Agent, for and on behalf of the Convertible Debentureholders, and Sandstorm, as amended and restated as of the date hereof in order to address the Second Mubadala Convertible Debenture and the amendment and restatement of the Existing Credit Agreement.

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“MubadalaSubscription Agreement” means the subscription agreement dated on or about the date hereof between Mubadala and Equinox pursuant to which Mubadala subscribed for $130,000,000 of convertible debentures pursuant to the Second Mubadala Convertible Debenture.

“NetDisposition Proceeds” means, with respect to any Disposition, the gross proceeds received by or on behalf of an Obligor in respect of such Disposition less the sum of (i) the amount, if any, of all Taxes paid or estimated to be payable by or on behalf of the Obligor in connection with such Disposition and (ii) reasonable and customary fees, commissions, expenses, issuance costs, deductibles, discounts and other costs paid by or on behalf of the Obligor in connection with such Disposition.

“NetIncome” means, for any particular period, the amount which would, in accordance with generally accepted accounting principles, be classified on the consolidated income statement of Equinox for such period as the net income of Equinox excluding any extraordinary items.

“NetIndebtedness” means, at any particular time, Total Indebtedness at such time less an amount equal to all Unrestricted Cash at such time.

“NewGold Mesquite” means Mesquite Gold Mine Inc., a corporation existing under the laws of the State of Nevada.

“Non-FATCACompliant Lender” means any Lender hereunder who is in breach of its obligations under FATCA.

“NRTCredit Limit” means $100,000,000, as such amount may be reduced from time to time pursuant to Section 2.3.

“NRTFacility” has the meaning ascribed thereto in Section 2.1(a).

“NRTMaturity Date” means March 10, 2025.

“Obligors” means the Borrowers and the Guarantors and “Obligor” means any one of the Obligors.

“OfficialBody” means any supra-national (such as the European Union and the European Central Bank), national, state, provincial or municipal government or government of any political subdivision thereof, or any agency, authority, board, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, grand jury, mediator, arbitrator or referee, whether foreign or domestic.

“OfftakeAgreements” means, collectively:

(a)	the amended and restated offtake agreement dated as of May 2, 2018 between, among others, OMF Fund<br>II SO Ltd., as purchaser, and Leagold (as successor by amalgamation to Leagold Acquisition Corporation), as seller, providing for,<br>among other things, the purchase and sale of up to 1,100,000 ounces of gold; and

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| --- | | (b) | the amended and restated offtake agreement dated as of December 14, 2018 between, among others, OMF Fund II SO Ltd., as purchaser and Leagold (as successor by amalgamation to Leagold Acquisition Corp. II), as seller, providing for, among other things, the purchase and sale of 733,333 ounces of refined gold. | | --- | --- |

“OmnibusIntercreditor Agreement” means the intercreditor agreement dated April 11, 2019 among the Administrative Agent, for and on behalf of the Finance Parties, and the Convertible Debentures Agent, for and on behalf of the Convertible Debentureholders, as amended and restated as of the date hereof in order to address the Second Mubadala Convertible Debenture and the amendment and restatement of the Existing Credit Agreement.

“Order” means an order, judgment, injunction or other determination restricting payment by the Issuing Lender under or in accordance with a Letter or extending the Issuing Lender’s liability beyond the expiration date stated therein.

“OtherTaxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Finance Document or from the execution, delivery or enforcement of, or otherwise with respect to, this agreement or any other Finance Document and the transactions contemplated thereby.

“Out-of-the-MoneyDerivative Exposure” has the meaning given to it in the definition of “Derivative Exposure”.

“PacRoad” means, collectively, (i) Pacific Road Resources Fund II LP and its successors and permitted assigns and (ii) Pacific Road Resources Fund II.

“PacRoad Convertible Debentures” means, collectively, (i) the convertible debenture dated May 7, 2019 in the amount of $1,186,328.56 issued by Equinox to Pacific Road Resources Fund II, (ii) the convertible debenture dated May 7, 2019 in the amount of $8,474,327.44 issued by Equinox to Pacific Road Resources Fund II LP, and (iii) if applicable, the convertible debenture issued after the Restatement Date by Equinox to Pacific Road Resources Fund II and Pacific Road Resources Fund II L.P. and/or to another Pacific Road Entity in the aggregate amount of up to $10,268,340.32.

“PacificRoad Entity” means (a) PRCM; (b) any Affiliate of PRCM; (c) any investment fund (whether corporation, partnership, limited liability corporation or partnership, trust or other form of business entity which is an investment fund) to which PRCM or an Affiliate of PRCM provides management or advisory services; and (d) any trustee, partner or shareholder of any investment fund referred to in (c), and includes Fund II Trust and Fund II LP.

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“ParallelDebt” shall have the meaning ascribed thereto pursuant to Section 14.26.

“Participant” shall have the meaning ascribed thereto pursuant to Section 16.5.

“Party” means a party to this agreement.

“PensionPlan” means any plan, program or arrangement which is considered to be a pension plan for the purposes of any applicable pension benefits standards, or any applicable tax, statute and/or regulation thereof established, maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Obligor, its employees or former employees, in each case whether written or oral, funded or unfunded, insured or self-insured, reported or unreported.

“PerfectionCertificate” means, in respect of each Obligor, a certificate of a senior officer of such Obligor, addressed to the Administrative Agent, in form and substance satisfactory to the Lenders and pursuant to which certain factual matters relating to such Obligor and the Secured Assets of such Obligor are certified true and correct, together with all schedules and exhibits attached thereto or referred to therein, as the same may be updated from time to time pursuant to Section 11.1(b).

“PermittedAcquisition” means any acquisition with respect to which:

(a)	the acquired assets or entity is in the same industry as the Obligors and is in a Permitted Jurisdiction;
(b)	no Default or Event of Default exists at the time of, or immediately after, such proposed acquisition;
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(c)	the financial covenants set out in Sections 11.1(m), (n), (o) and (p) would be met, on a proforma basis, immediately after giving effect to the implementation of any such Acquisition; and
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(d)	the Acquisition does not constitute a hostile takeover.
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“PermittedCapital Reorganization” means (a) any change in the issued and outstanding Shares of Equinox (other than a change in connection with an Acquisition that is not a Permitted Acquisition or a change that would result in an Event of Default) and (b) any Capital Reorganization (i) that does not result in any change in the combined direct and indirect percentage ownership interest of Equinox in any of its Subsidiaries; (ii) notice of which (and reasonable details thereof) has been provided by the Borrowers to the Administrative Agent in writing fifteen Banking Days before its proposed completion date, (iii) where at the time of the delivery of the aforesaid notice by the Borrowers to the Administrative Agent, the Borrowers each deliver to the Administrative Agent a certificate (A) certifying that the completion of the Capital Reorganization will not have a Material Adverse Effect, (B) in which the Borrowers shall covenant to deliver or cause to be delivered to the Administrative Agent contemporaneously with the completion of such Capital Reorganization, any Guarantees, Security Documents and/or amendments to any of the foregoing, certificates, opinions and other things as the Administrative Agent may request to ensure the completion of such Capital Reorganization shall not adversely affect any rights of any Finance Party under any Finance Document and (C) certifying that no Default or Event of Default has occurred and is outstanding at the time of the completion of the Capital Reorganization or would arise immediately thereafter. Notwithstanding any of the foregoing, in no circumstances shall a “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) constitute a Permitted Capital Reorganization.

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“PermittedCorporate Reorganization” means any Corporate Reorganization solely among Equinox and its Subsidiaries (i) notice of which (and reasonable details thereof) has been provided by the Borrowers to the Administrative Agent in writing fifteen Banking Days before its proposed completion date, (ii) where at the time of the delivery of the aforesaid notice by the Borrowers to the Administrative Agent, the Borrowers each deliver to the Administrative Agent a certificate (A) certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect, (B) in which the Borrowers shall covenant to deliver or cause to be delivered to the Administrative Agent contemporaneously with the completion of such Corporate Reorganization, any Guarantees, Security Documents and/or amendments to any of the foregoing, certificates, opinions and other things as the Administrative Agent may request to ensure the completion of such Corporate Reorganization shall not adversely affect any rights of any Finance Party under any Finance Document and (C) certifying that no Default or Event of Default has occurred and is outstanding at the time of the completion of the Corporate Reorganization or would arise immediately thereafter.

“PermittedDisposition” has the meaning ascribed to such term in Section 11.2(c).

“PermittedIndebtedness” means any one or more of the following:

(a)	the Secured Obligations;
(b)	Indebtedness of the Obligors arising under Capital Leases and Purchase Money Indebtedness; provided<br>that, at any particular time, the aggregate principal amount of such Indebtedness does not exceed $30,000,000 or the Exchange Equivalent<br>thereof;
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(c)	Indebtedness owed by an Obligor to another Obligor;
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(d)	trade payables and other accrued liabilities incurred in the ordinary course of business and payable<br>in accordance with customary practices or which are not overdue for more than sixty (60) days or are being contested in good faith<br>by appropriate proceedings and diligently conducted and as to which reserves are being maintained in accordance with generally<br>accepted accounting principles;
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(e)	Indebtedness of up to a maximum aggregate principal amount at any particular time of $85,000,000<br>or the Exchange Equivalent thereof in respect of surety or performance bonds, letters of credit or bank guarantees in favour of<br>a public utility or any other Official Body when required by such utility or other Official Body in connection with the operations<br>of any Obligor (including for the reclamation or remediation of mining properties, government administered tax requirements and<br>commodities such as power, fuel and chemicals), all in the ordinary course of business;
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| --- | | (f) | to the extent constituting Indebtedness, Taxes, assessments or governmental charges or levies which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles; and | | --- | --- | | (g) | Indebtedness under the Sandstorm Debenture in the maximum aggregate principal amount of $9,900,000, provided that the Sandstorm Debenture shall be subordinated to the Credit Facilities on terms satisfactory to the Lenders; | | --- | --- | | (h) | Indebtedness of Equinox under the amended and restated standby promissory note dated as of December 23, 2019 issued by Equinox in favour of Ross J. Beaty in the maximum aggregate principal amount of $12,000,000; | | --- | --- | | (i) | Indebtedness under the Mubadala Convertible Debentures and the Pac Road Convertible Debentures in the maximum aggregate principal amount of $260,000,000 and $19,928,996.32, respectively, provided that each such Convertible Debenture shall be subordinated to the Credit Facilities on terms satisfactory to the Lenders; | | --- | --- | | (j) | one or more refinancings of the Indebtedness referenced in paragraph (i), above, provided (A) at the time the indenture, debenture or other agreement governing such Indebtedness is entered into, the stated maturity date of such Indebtedness is no earlier than the later of the NRT Maturity Date and the RT Maturity Date at such time and no cash principal payments may be made thereon prior to such stated maturity date, (B) the indenture, debenture or other agreement governing such Indebtedness is subject to an intercreditor agreement on substantially the same terms as the Omnibus Intercreditor Agreement, the Franco-Nevada/Mubadala Intercreditor Agreement and the Sandstorm/Mubadala Intercreditor Agreement and (C) the terms governing the indenture, debenture or other agreement governing such new Indebtedness is on terms no more onerous to the relevant Obligor than the terms of the indenture, debenture or other agreement governing the refinanced Indebtedness; | | --- | --- | | (k) | Indebtedness of Equinox under the unsecured revolving credit facility between Equinox and Ross J. Beaty in the maximum aggregate amount of $20,000,000 and, provided that the tenor of such facility shall not exceed twelve months; | | --- | --- |

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| --- | | (l) | Indebtedness pursuant to Permitted Risk Management Agreements; | | --- | --- | | (m) | other Indebtedness of the Obligors which is subordinated and postponed to the Secured Obligations on terms and conditions satisfactory to the Lenders in their sole and absolute discretion; | | --- | --- | | (n) | Indebtedness of any relevant Obligor under a VAT Facility and unsecured guarantees by Equinox in an aggregate principal amount not exceeding $10,000,000 (or the Exchange Equivalent thereof) at any time outstanding for all such VAT Facilities; | | --- | --- | | (o) | obligations owing under Existing Stream Agreements; and | | --- | --- | | (p) | other Indebtedness of the Obligors otherwise consented to by the Majority Lenders. | | --- | --- |

“PermittedInvestments” means any one or more of the following:

(a)	Investments in Cash;
(b)	Investments in Obligors;
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(c)	Investments in Immaterial Subsidiaries up to an aggregate amount of $1,000,000 in any given Fiscal<br>Year; and
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(d)	any other Investment made since the Restatement Date up to an aggregate amount of $50,000,000;
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provided, in each case, no Default or Event of Default exists at the time of making any such Investment or would arise as a result thereof.

“PermittedJurisdiction” means the Netherlands and any country within South America or North America (or any state or province thereof and including, for certainty, Central America and the Caribbean) other than [Redacted].

“PermittedLiens” means any one or more of the following with respect to the property and assets of the Obligors:

(a)	the Security;
(b)	Liens for Taxes, assessments or governmental charges or levies not at the time due or delinquent<br>or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained<br>in accordance with generally accepted accounting principles;
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(c)	the Lien of any judgment rendered or the Lien of any claim filed which is being contested in good<br>faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting<br>principles;
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| --- | | (d) | Liens and charges incidental to construction or current operations which have not at such time been filed pursuant to law or which relate to obligations not due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles; | | --- | --- | | (e) | restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other persons which in the aggregate do not materially impair the usefulness, in the operation of the business of any Obligor, of the property subject to such restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other persons; | | --- | --- | | (f) | the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit acquired by any Obligor or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof; | | --- | --- | | (g) | the Lien resulting from the deposit of cash or securities (i) in connection with performance of bids, contracts, leases, tenders or expropriation proceedings, or (ii) to secure workers’ compensation, surety or appeal bonds, performance bonds, letters of credit, costs of litigation when required by law and public and statutory obligations, or (iii) in connection with the discharge of Liens or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens or construction and mechanics’ and other similar Liens arising in the ordinary course of business; | | --- | --- | | (h) | security given to a public utility or any municipality or governmental or other public authority when required by such utility or other Official Body in connection with the operations of any Obligor, all in the ordinary course of business; | | --- | --- | | (i) | the reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Official Body; | | --- | --- | | (j) | title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the property for the purpose for which it is held; | | --- | --- | | (k) | applicable municipal and other governmental restrictions affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with and will not materially impair the use of the property for the purpose for which it is held; | | --- | --- |

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| --- | | (l) | Liens securing Indebtedness arising under clauses (b) (for the avoidance of doubt such Liens shall only be permitted on the assets financed pursuant to such Capital Leases and/or Purchase Money Indebtedness) and (e) (provided such Liens shall only be permitted on any cash collateral to be applied against such Indebtedness and up to a maximum aggregate amount of $30,000,000) of the definition of Permitted Indebtedness; | | --- | --- | | (m) | royalties granted, as at the date hereof, in connection with the operation of any mine of an Obligor and which are disclosed in the Perfection Certificate; | | --- | --- | | (n) | Liens granted to the Convertible Debentures Agent, for and on behalf of the Convertible Debentureholders, in connection with the Convertible Debentures provided that such Liens are subject to an intercreditor agreement satisfactory to the Lenders, in their sole discretion; | | --- | --- | | (o) | Liens granted to Sandstorm in connection with the Sandstorm Documents provided that such Liens are subject to an intercreditor agreement satisfactory to the Lenders, in their sole discretion; | | --- | --- | | (p) | Liens granted to Franco-Nevada in connection with the Franco-Nevada Royalty Documents provided that such Liens are subject to an intercreditor agreement satisfactory to the Lenders, in their sole discretion; | | --- | --- | | (q) | the extension, renewal or refinancing of any Permitted Lien, provided that the amount so secured does not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Lien is not extended to any additional property; | | --- | --- | | (r) | Liens on minerals or the proceeds of sale of such minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing the payment of any Obligor’s portion of the fees, costs and expenses attributable to the processing or refining of such minerals under any such processing arrangement, but only insofar as such Liens relate to obligations which are at such time not past due; | | --- | --- | | (s) | customary rights of set-off or combination of accounts and bankers’ Liens in favour of a financial institution with respect to deposits and deposit accounts maintained by it (including any right of set-off, retention or pledge that any bank may have in respect of bank accounts now or in the future held by an Obligor with a bank in the Netherlands which is either created by operation of law or pursuant to the standard terms and conditions of any such bank (Algemene bankvoorwaarden)); | | --- | --- | | (t) | [Intentionally deleted.]; | | --- | --- |

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| --- | | (u) | the Royalties including royalties on the production or profits from mining which are described in Schedule L hereto; | | --- | --- | | (v) | undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions 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, including without limitation statutory Liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation; | | --- | --- | | (w) | contractual rights of setoff granted in the ordinary course of business; | | --- | --- | | (x) | Liens over any VAT Proceeds Account and any monies on deposit therein securing amounts owing under a VAT Facility; and | | --- | --- | | (y) | Liens otherwise consented to by the Majority Lenders. | | --- | --- |

“PermittedReorganizations” means Permitted Corporate Reorganizations and Permitted Capital Reorganizations.

“PermittedRisk Management Agreement” means (a) a Secured Risk Management Agreement or (b) an unsecured Risk Management Agreement entered into by an Obligor with any Person, in each case (i) that has not been entered into for speculative purposes nor on a margined basis, (ii) that would not result, at the time of the transaction effected pursuant thereto, in more than 50% of the most recent Mine Plan’s consolidated projected gold production being hedged during the term of the relevant Risk Management Agreement (such 50% excluding, however, the hedging of quotational period pricing choices by customers of the Obligors), (iii) which does not constitute a Restricted Forward Sale Transaction and (iv) which requires settlement at the original maturity date thereof.

“Person” means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Post-ClosingDeliverables” has the meaning ascribed thereto in Section 11.1(w).

“PPSA” means the Personal Property Security Act (British Columbia), as amended.

“PRCM” means Pacific Road Capital Management Pty Ltd.

“PrepaymentNotice” shall have the meaning ascribed thereto in Section 9.6.

“PrepaymentTrigger Events” means, subject to Section 11.1(d), the receipt by any Obligor of any insurance proceeds (other than in respect of an insurance claim for a lost or stolen shipment of Saleable Product, provided that an Event of Default has not occurred and is not continuing) in excess of $10,000,000 where such proceeds or any portion thereof have not been used or committed by such Obligor to repair or replace the subject assets within 180 days of such Obligor’s receipt thereof providing that such repairs or replacement will generate materially the same performance as prior to such insurance claim.

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“PrincipalObligations” means all Secured Obligations owed to the Finance Parties, excluding the Parallel Debt and to the extent these are for the payment of money (tot voldoening van een geldsom).

“ProRata Share” means at any particular time, the ratio of the aggregated Individual Commitments of a particular Lender at such time to the aggregate of the Total Commitment Amount under the Credit Facilities at such time.

“Proceedsof Realization” means all cash and non-cash proceeds derived from any sale, disposition or other realization of the Secured Assets or received from any Obligor pursuant to the Credit Documents or from the Administrative Agent, Franco-Nevada, the Convertible Debentures Agent or Sandstorm pursuant to the Franco-Nevada/Mubadala Intercreditor Agreement, the Mubadala/Sandstorm Intercreditor Agreement and/or the Omnibus Intercreditor Agreement, (i) after any notice being sent by the Administrative Agent to the Borrowers pursuant to Section 13.1 declaring all Indebtedness of the Borrowers hereunder to be immediately due and payable, (ii) upon any dissolution, liquidation, winding-up, reorganization, bankruptcy, insolvency or receivership of any Obligor (or any other arrangement or marshalling of the Secured Assets that is similar thereto) or (iii) upon the enforcement of, or any action taken with respect to the Guarantees or the Security Documents. For greater certainty, insurance proceeds derived as a result of the loss or destruction of any of the Secured Assets or cash or non-cash proceeds derived from any expropriation or other condemnation of any of the Secured Assets shall not constitute Proceeds of Realization prior to the Enforcement Date.

“PurchaseMoney Indebtedness” means Indebtedness assumed by any Obligor as part of, or issued or incurred by such Obligor to pay or provide funds to pay, all or a part of the purchase price of any equipment hereafter or previously acquired by such Obligor.

“QualifiedAffiliate” means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

“QualifiedECP Guarantor” means, in respect of any Secured Obligation pursuant to a Risk Management Agreement, each Obligor that has total assets exceeding U.S. $10,000,000 at the time the Guarantee becomes effective with respect to such Secured Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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“QualifiedRisk Management Lender” means (x) any Person that entered into a Risk Management Agreement, whether prior or subsequent to the time such Person became a Lender or (y) any Qualified Affiliate that enters into a Risk Management Agreement, whether prior or subsequent to the time when the Lender with which such Qualified Affiliate became affiliated is a Lender, even if, in each such case, such Person subsequently ceases to be a Lender or a Qualified Affiliate.

“QuarterlyReport” means a written report prepared by or on behalf of Equinox in relation to the immediately preceding calendar quarter, which report shall include all material information pertaining to the development or operations of each mine owned by an Obligor, including the following information for such quarter (broken down by mine):

(a)	a review of the exploration, development and operating activities for that quarter and a report<br>on any material issues, departures from, or contemplated or potential changes to the Mine Plan, as applicable;
(b)	details of any material health or safety violations and/or material violations of any Applicable<br>Laws, or of any material non-compliance with the Environmental and Social Laws, the HSEC Policy (if applicable) or any Corrective<br>Action Plan and a certification that during such quarter (i) the Obligors were, and as of the date of such certification are, in<br>compliance with all applicable anti-bribery and anti-corruption laws, rules and regulations and are not aware of any violations<br>or potential violations of the Anti-Corruption Policy, (ii) all transfers, dispositions and expenditures were initiated and completed<br>pursuant to the Obligors’ internal policies and have been appropriately accounted for, and (iii) the number of incidents,<br>reported or otherwise known, that were analyzed pursuant to the Anti-Corruption Policy during such quarter;
---	---
(c)	the estimated tonnes and grade of ore mined during such quarter;
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(d)	the estimated tonnes and grade of ore stockpiled during such quarter (and the total stockpile at<br>such preceding Quarterly Date);
---	---
(e)	the estimated tonnes and grade of ore processed during such quarter and recoveries for gold, silver,<br>and other types of marketable minerals;
---	---
(f)	the number of ounces of refined gold and silver outturned by a refinery during such quarter;
---	---
(g)	the estimated number of ounces of gold and silver contained in ore processed as of the end of such<br>quarter that have not yet been delivered to or outturned by a refinery during such quarter;
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| --- | | (h) | the aggregate number of ounces of refined gold and silver delivered to the purchasers under the Existing Stream Agreements and the Offtake Agreements up to such preceding Quarterly Date**;** | | --- | --- | | (i) | such other information regarding the performance of the Obligors’ obligations under the Existing Stream Agreements and Offtake Agreements as the Administrative Agent may request. | | --- | --- |

“Receiver” means a receiver, receiver and manager or other Person having similar powers or authority appointed by the Administrative Agent or by a court at the instance of the Administrative Agent in respect of the Secured Assets or any part thereof.

“Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping or other releasing into the Environment, whether intentional or unintentional.

“ResolutionAuthority” means any body which has authority to exercise any Write-down and Conversion Powers.

“RestatementDate” means the date on which the last condition precedent to the effectiveness of this agreement pursuant to Section 12.2 is satisfied or waived.

“RestatementDate Obligors” means Leagold (BC) Holding Corporation, Leagold Netherlands B.V., Administración Los Filos, S.A.P.I de C.V., Leagold Mexico, S.A.P.I de C.V., MXN Silver Corp., Mina Leagold Los Filos, S.A.P.I de C.V., Desarrollos Mineros San Luis, S.A. de C.V., Exploradora de Yacimientos Los Filos, S.A. de C.V., Minera Thesalia, S.A. de C.V., Leagold (Barbados) Holdings Ltd., Leagold Netherlands B.V., Leagold LatAm Holdings B.V., Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Luz Holdings B.V., Leagold Pilar Holdings B.V., Leagold Finance II B.V., Mineracão Riacho dos Machados Ltda, Fazenda Brasileiro Desenvolvimento Mineral Ltda, Santa Luz Desenvolvimento Mineral Ltda and Pilar de Goias Desenvolvimento Mineral S.A.

“RestrictedCountries” means, at any particular time, any country subject to Sanctions at such time.

“RestrictedForward Sale Transaction” means an agreement by a Person to sell forward a quantity of metal or other commodity where payment is made, in whole or in part, prior to the date on which such metal or commodity was mined or extracted by such Person.

“RiskManagement Agreements” means any present or future swap, hedging, foreign exchange or other derivative transaction entered into by any Obligor which constitutes any silver, gold or other commodity hedging transaction (including, without limitation, any Restricted Forward Sale Transaction), spot or forward foreign exchange transaction, interest rate swap transaction, currency swap transaction, forward rate transaction, rate cap transaction, rate floor transaction, rate collar transaction, and any other exchange or rate protection transaction, any combination of such transactions or any option with respect to any such transaction entered into by any Obligor; provided however, that, with respect to any Guarantor and either Borrower in their respective capacities as a guarantor of the Secured Obligations of any other Obligor, Secured Obligations guaranteed by such Obligor, shall exclude all Excluded Swap Obligations.

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“RollingEBITDA” means the EBITDA for the Fiscal Quarter taken together with the three immediately preceding Fiscal Quarters. The EBITDA for the Fiscal Quarters ending December 31, 2019, September 30, 2019 and June 30, 2019 is as set forth in Schedule S hereto.

“RollingInterest Service” means:

(a)	for the Fiscal Quarter ending March 31, 2020, the Interest Expenses for such Fiscal Quarter multiplied<br>by four but, for the avoidance of doubt, excluding any such Interest Expense related to Indebtedness repaid during such Fiscal<br>Quarter;
(b)	for the Fiscal Quarter ending June 30, 2020, the aggregate amount of Interest Expenses for such<br>Fiscal Quarter and for the immediately preceding Fiscal Quarter multiplied by two;
---	---
(c)	for the Fiscal Quarter ending September 30, 2020, the aggregate amount of Interest Expenses for<br>such Fiscal Quarter and for the two immediately preceding Fiscal Quarters multiplied by 4/3; and
---	---
(d)	for each Fiscal Quarter thereafter, the aggregate amount of Interest Expenses for such Fiscal Quarter<br>and for the three immediately preceding Fiscal Quarters.
---	---

“RolloverNotice” shall have the meaning ascribed thereto in Section 5.2.

“Royalties” means royalties on the mines owned by the Obligors which exist as of the Restatement Date and are included in the most recent Mine Plan delivered to, and accepted by, the Administrative Agent (a detailed inventory of which are described in Schedule L hereto) and pre-existing royalties (secured against corresponding lands only) for which an Obligor becomes liable after the Restatement Date by virtue of a Permitted Acquisition (but not, for the avoidance of doubt, as consideration for any Permitted Acquisition).

“RT CreditLimit” means, at any particular time, $400,000,000, as such amount may be reduced pursuant to Section 2.3.

“RT Facility” shall have the meaning ascribed thereto in Section 2.1(b).

“RT MaturityDate” means March 8, 2024.

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“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies Inc. and its successors.

“SaleLeaseback” shall mean any transaction or series of related transactions pursuant to which an Obligor (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“SaleableProduct” means all present and future mineral production (including without limitation, gold bearing material, dore bullion and refined gold) mined, extracted and derived from the Mesquite Mine.

“SanctionedPerson” means any Person who is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being:

(a)	owned or controlled directly or indirectly by any Person which is a designated target of Sanctions;<br>or
(b)	organized under the laws of any country that is subject to general or country-wide Sanctions; or
---	---
(c)	any Person that is a “designated person”, “politically exposed foreign person”<br>or “terrorist group” as described in any Canadian or United Kingdom Sanctions law.
---	---

“Sanctions” means any legislation, regulations, orders, economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the US Department of State, the United Nations Security Council, the Parliament of Canada, the European Union, and/or any present or future member state thereof and/or the United Kingdom’s Her Majesty’s Treasury or other relevant sanctions authority provided that no (i) sanctions or embargoes shall apply to an Obligor to the extent that such application would constitute a breach of any Blocking Law and (ii) any Lender not subject to such Blocking Law may require the repayment of its Loans and the termination of its Individual Commitment if the application of clause (i) would result in a violation of Applicable Law by such Lender.

**“Sandstorm”**means Sandstorm Gold Ltd. and its successors and permitted assigns.

“SandstormCanada” means Sandstorm Gold (Canada) Ltd.

“SandstormDebenture” means the convertible debenture issued in the original amount of $30,000,000 by Luna Gold Corp. to Sandstorm Canada (as assigned by Sandstorm Canada to Sandstorm pursuant to an assignment and assumption agreement dated April 3, 2017 and amended and restated as of December 18, 2017 whereby Equinox (formerly Trek Mining Inc.) assumed the obligations and liabilities of Luna Gold Corp. under such convertible debenture).

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“SandstormDebenture Documents” means the Sandstorm Debenture and each of the other “Credit Documents” as defined in the Sandstorm Debenture.

“SandstormDebenture Obligations” means all indebtedness, liabilities and other obligations of the Aurizona Entities pursuant to and under the Sandstorm Debenture and the other Sandstorm Documents to which such Aurizona Entities are party.

“SandstormDocuments” means, collectively, the Aurizona Royalty Documents, the Greenfields Royalty Documents, the Sandstorm Debenture Documents, the Sandstorm Guarantees and the Sandstorm Security Documents.

“SandstormGuarantees” means the guarantees entered into by the Aurizona Entities to guarantee the Sandstorm Debenture Obligations.

“SandstormObligations” mean, collectively, the Aurizona Royalty Obligations, the Greenfields Royalty Obligations and the Sandstorm Debenture Obligations.

“SandstormSecurity” means the Liens in the Existing Brazilian Collateral securing the Sandstorm Obligations.

“SandstormSecurity Documents” means the security documents evidencing the Sandstorm Security.

“SecondMubadala Convertible Debenture” means the convertible debenture in the amount of $130,000,000 and with a maturity date of March 10, 2025 issued by Equinox to Mubadala pursuant to the terms of the subscription agreement dated the date hereof between Equinox and Mubadala.

“SecuredAssets” means, all of the present and future assets, property and undertaking of each Obligor and all proceeds thereof other than the Excluded Collateral. For certainty, the Secured Assets shall cease to be Secured Assets to the extent such assets are sold or otherwise disposed of in a manner which is permitted, or otherwise not prohibited, by any relevant Credit Document.

“SecuredObligations” shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by any of the Obligors to any of the Finance Parties, or remaining unpaid to any of the Finance Parties, in each case, under or in connection with any of the Finance Documents, and Secured Obligations of a particular Obligor shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by such Obligor to any of the Finance Parties, or remaining unpaid to any of the Finance Parties, in each case, under or in connection with any of the Finance Documents to which such Obligor is a party. For certainty, “Secured Obligations” shall include interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable upon any Default or Event of Default to the extent lawful) specified herein, whether or not such interest is an allowable claim in such bankruptcy proceeding.

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“SecuredObligations Termination Date” means the date on which all Secured Obligations of the Obligors (other than those provisions which by their terms survive the termination of the Finance Documents) have been permanently paid in full and the Finance Parties have no commitments to provide credit to any Obligor under any Finance Document.

“SecuredRisk Management Agreements” means any Risk Management Agreement between an Obligor on the one hand and a Qualified Risk Management Lender on the other hand.

“Security” means the collateral security constituted by the Security Documents.

“SecurityDocuments” means the security documents which, in the reasonable opinion of the Administrative Agent, are required to be entered into from time to time by each Obligor in favour of the Administrative Agent in order to grant to the Administrative Agent a Lien on the Secured Assets as continuing collateral security for the payment and performance of the Secured Obligations of such Obligor, such security documents to be in form and substance reasonably satisfactory to the Administrative Agent and to include, without limitation, the security documents described in Schedule I hereto at the times stated therein.

“Shares”, as applied to the shares of any corporation or other entity, means the shares or other ownership interests of every class whether now or hereafter authorized, regardless of whether such shares or other ownership interests shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of such corporation or other entity.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“SoliusHoldco” means Solius Holdco Inc., a corporation incorporated under the laws of the State of Delaware.

“Subsidiary” means, with respect to any Person, any corporation, company or other similar business entity (including, for greater certainty, a chartered bank) of which more than fifty per cent (50%) of the outstanding Shares or other equity interests (in the case of Persons other than corporations) having ordinary voting power to elect a majority of the board of directors or the equivalent thereof of such corporation, company or similar business entity (irrespective of whether at the time Shares of any other class or classes of the Shares of such corporation, company or similar business entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

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“SwapObligation” means, with respect to any Obligor in its capacity as a guarantor of the Secured Obligations of another Obligor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“TangibleNet Worth” means, at any particular time, the amount of Equity at such time less the aggregate of the amounts, at such time, which would, in accordance with generally accepted accounting principles, be classified upon the consolidated balance sheet of Equinox as goodwill (without taking into account any future income tax assets that may be classified as goodwill), intangible assets and accumulated other comprehensive income.

“TaxAct” means the Income Tax Act (Canada).

“Taxes” means all taxes, assessments, fees, rates, levies, imposts, deductions, dues, duties and other charges of any nature, including any interest, fines, penalties or other liabilities with respect thereto, imposed, levied, collected, withheld or assessed by any Official Body (including a federal, state, provincial, municipal or foreign Official Body), and whether disputed or not.

“TermSOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the relevant Official Body.

“TitleOpinions” means the title opinions with respect to the title of certain Obligors to the various properties comprising the Mesquite Mine, the Castle Mountain Mine, the Aurizona Mine and the Leagold Mines.

“TotalCommitment Amount” means, with respect to a particular Credit Facility or both Credit Facilities, as the context so requires, at any particular time, the aggregate of the Individual Commitments with respect thereto of all of the relevant Lenders at such time.

“TotalIndebtedness” means, at any particular time, the aggregate Indebtedness of Equinox on a consolidated basis at such time.

“Transaction” means the occurrence of each of the following transactions prior to or concurrent with the Effective Time: (i) the satisfaction or waiver of all conditions precedent to the completion of the Arrangement as set forth in the Arrangement Agreement; (ii) Mubadala has irrevocably subscribed for convertible debentures on terms reasonably acceptable to the Lenders in the amount of no less than $130,000,000 pursuant to the Mubadala Subscription Agreement and has paid such amount to Equinox; (iii) Ross J. Beaty and, if applicable, his nominee, and Valuestone Global Resources Fund I LP or its nominee have irrevocably subscribed for common shares of Equinox in the aggregate amount of no less than $40,000,000 and have paid such amount to Equinox pursuant to the Beaty Subscription Agreement and the Valuestone Subscription Agreement, as applicable; and (iv) Equinox has permanently prepaid in full (or has irrevocably covenanted to so permanently prepay pursuant to a payment direction dated as of the Restatement Date, executed by Equinox and delivered to the Administrative Agent) all outstanding Indebtedness under the Leagold Credit Agreement and the credit facility under the Leagold Credit Agreement has been cancelled and all security (and registrations attendant thereto) and guarantees entered into in connection therewith have been released or terminated or otherwise the Administrative Agent and its counsel has been irrevocably authorized to effect all such releases and terminations in form and substance satisfactory to the Administrative Agent, acting reasonably.

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“UnadjustedBenchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“UnrestrictedCash” means, at any particular time, aggregate of all Cash of the Obligors at such time which (A) is not listed on Equinox’s consolidated balance sheet as restricted cash (or other designation of similar effect) and (B) which is subject to a Lien in favour of the Lenders.

“U.S.” and “United States” means the United States of America.

“U.S.Dollar Equivalent” means the relevant Exchange Equivalent in U.S. Dollars of any amount of another currency.

“U.S.Dollars” means the lawful currency of the United States of America.

“ValuestoneSubscription Agreement” means the subscription agreement dated on or about the date hereof between Valuestone Global Resources Fund I LP or its nominee and Equinox.

“VATFacility” means a credit facility established by a commercial bank licensed in Mexico or Brazil in favour of any Obligor organized under laws of Mexico or Brazil (or any political subdivision thereof) which credit facility is used solely to finance cash flow an amount equal to the value-added tax refund the relevant Obligor is owed by the applicable Official Body.

“VATProceeds Account” means any bank account of an Obligor maintained with a Brazilian or Mexican bank for the sole purpose of depositing value-added tax refunds and borrowings under the corresponding VAT Facility.

“VotingShares” means Shares of any class of any corporation carrying voting rights generally under all circumstances.

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“Write-downand Conversion Powers” means:

(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time<br>to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)	in relation to any other applicable Bail-In Legislation:
---	---
(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a Person<br>that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution,<br>to cancel, reduce, modify or change the form of a liability of such a Person or any contract or instrument under which that liability<br>arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to<br>provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation<br>in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those<br>powers; and
---	---
(ii)	any similar or analogous powers under that Bail-In Legislation.
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1.2	Other Usages
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References to “this agreement”, “the agreement”, “hereof”, “herein”, “hereto” and like references refer to this agreement and not to any particular Article, Section or other subdivision of this agreement. Any references herein to any agreements or documents shall mean such agreements or documents as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof. Any references herein to any legislation, statutory instrument or regulation or a section or other provision thereof, unless otherwise specified, is a reference to the legislation, statutory instrument, regulation, section or other provision as amended, restated or re-enacted from time to time. Any references herein to a party to this agreement includes that party’s successors and permitted assigns.

1.3	Plural and Singular

Where the context so requires, words importing the singular number shall include the plural and vice versa.

1.4	Headings

The division of this agreement into Articles and Sections and the insertion of headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement.

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| --- | | 1.5 | Currency | | --- | --- |

Unless otherwise specified herein, all statements of or references to dollar amounts in this agreement shall mean lawful money of the United States.

1.6	Applicable Law

This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any legal action or proceeding with respect to this agreement may be brought in the courts of the Province of British Columbia and, by execution and delivery of this agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party to the address prescribed by Section 16.1, such service to become effective seven Banking Days after such mailing. Nothing herein shall limit the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

1.7	Time of the Essence

Time shall in all respects be of the essence of this agreement.

1.8	Non-Banking Days

Subject to Section 7.4(c), whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Banking Day, such payment shall be made or such action shall be taken on the next succeeding Banking Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon.

1.9	Consents and Approvals

Whenever the consent or approval of a party hereto is required in a particular circumstance, unless otherwise expressly provided for therein, such consent or approval shall not be unreasonably withheld or delayed by such party.

1.10	Amount of Credit

Any reference herein to the amount of credit outstanding shall mean, at any particular time:

(a)	in the case of a Loan, the principal amount thereof; and
(b)	in the case of a Letter, the contingent liability of the Issuing Lender thereunder.
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| --- | | 1.11 | Schedules | | --- | --- |

Each and every one of the schedules which is referred to in this agreement and attached to this agreement shall form a part of this agreement.

1.12	Extension of Credit

For the purposes hereof, each drawdown, rollover and conversion shall be deemed to be an extension of credit to the relevant Borrower hereunder.

1.13	Accounting Terms – GAAP

All accounting terms not specifically defined in this agreement shall be interpreted in accordance with GAAP.

1.14	Rule of Construction

The Finance Documents have been negotiated by each party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of the Finance Documents.

1.15	Calculations, Computations, Changes in Accounting Policies

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Whereas Equinox may adopt new accounting policies from time to time (including with respect to IFRS), whereby such adoption is compelled by accounting or regulatory bodies having jurisdiction or at its own discretion, and whereas these accounting changes may result in a material change in the calculation of the financial covenants or financial covenant thresholds or terms used in this agreement or any other Credit Document, then Equinox, the Administrative Agent and the Lenders agree to enter into good faith negotiations in order to amend such provisions of this agreement or such other Credit Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating Equinox’s or any of its Subsidiary’s financial condition, financial covenants, financial covenant thresholds or terms used in this agreement or any other Credit Document shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If Equinox and the Majority Lenders cannot agree upon the required amendments, then all calculations of financial covenants, financial covenant thresholds or terms used in this agreement or any other Credit Document shall be prepared and delivered without reflecting the accounting policy change.

1.16	Paramountcy

In the event of any conflict or inconsistency between the provisions of this agreement and the provisions of the Franco-Nevada/Mubadala Intercreditor Agreement, Mubadala/Sandstorm Intercreditor Agreement and the Omnibus Intercreditor Agreement, the provisions of the Franco-Nevada/Mubadala Intercreditor Agreement, Mubadala/Sandstorm Intercreditor Agreement or Omnibus Intercreditor Agreement, as applicable, shall prevail and be paramount. If any covenant, representation, warranty or event of default contained in any Security Document or Finance Document (other than the Franco-Nevada/Mubadala Intercreditor Agreement, Mubadala/Sandstorm Intercreditor Agreement and Omnibus Intercreditor Agreement) is in conflict with or is inconsistent with a provision of this agreement relating to the same specific matter, such covenant, representation, warranty or event of default shall be deemed to be amended to the extent necessary to ensure that it is not in conflict with or inconsistent with the provision of this agreement relating to the same specific matter.

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| --- | | 1.17 | Permitted Liens | | --- | --- |

Any reference herein to a Permitted Lien shall not serve to subordinate or postpone any Lien created by any Security Document to such Permitted Lien.

1.18	Divisions of Limited Liability Companies

If, in connection with any division or plan of division of an Obligor which is a limited liability company under Delaware law (or any comparable event under a different jurisdiction’s law) any new person comes into existence, such new person shall be deemed to have been organized on the first date of its existence by the holders of its Shares at such time, and any Borrower or any Subsidiary of Borrower shall be deemed to have made an Investment in the amount of the fair market value of the assets transferred by such Borrower or any such Subsidiary to such resulting person (less the cash consideration received) in each case on the date of such person’s formation.

1.19	Dutch terms

English language words used in this agreement to describe Dutch law concepts intend to describe such concepts only and the consequences of the use of those words in English law are to be disregarded.

Article 2

CREDIT FACILITIES

2.1	Establishment of Credit Facilities

Subject to the terms and conditions hereof, the Lenders hereby establish:

(a)	in favour of Equinox, a non-revolving term credit facility (the “NRT Facility”)<br>in the principal amount of the NRT Credit Limit; and
(b)	in favour of the Borrowers, a revolving term credit facility (the “RT Facility”)<br>in the principal amount of the RT Credit Limit.
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2.2	Lenders’ Commitments
---	---

Subject to the terms and conditions hereof, the Lenders agree to extend credit to the relevant Borrowers under the relevant Credit Facility from time to time provided that the aggregate principal amount of credit extended by each Lender under such Credit Facility shall not at any time exceed the Individual Commitment of such Lender and further provided that the aggregate principal amount of credit outstanding under such Credit Facility shall not at any time exceed the amount of the relevant Credit Limit. All credit requested under a Credit Facility shall be made available to the relevant Borrowers contemporaneously by all of the Lenders. Each Lender shall provide to the relevant Borrowers its Pro Rata Share of each credit, whether such credit is extended by way of drawdown, rollover or conversion. No Lender shall be responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any credit nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender in extending credit under the Credit Facility. The failure of any Lender to make available to the relevant Borrowers its Pro Rata Share of any credit under a Credit Facility shall not relieve any other Lender of its obligation hereunder to make available to the relevant Borrowers its Pro Rata Share of such credit. At all times that two Credit Facilities exist hereunder, each Lender shall maintain Individual Commitments under each of the NRT Facility and the RT Facility in accordance with its Pro Rata Share.

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| --- | | 2.3 | Reduction of Credit Limits | | --- | --- |

The Borrowers may, from time to time and at any time, by notice in writing to the Administrative Agent, permanently reduce either Credit Limit to the extent the corresponding Credit Facility is not being utilized at the time such notice is given, provided that such reduction shall not become effective until five Banking Days after such notice has been given. The amount of the RT Credit Limit will not be reduced at the time, and in the amount, of any prepayment or repayment under the RT Facility pursuant to Section 9.4, but will be reduced at the time, and by the amount of, any repayment of the RT Facility pursuant to Sections 9.2 and 9.5 and will be reduced to zero on the RT Maturity Date. The amount of the NRT Credit Limit will be permanently reduced (i) to zero if it is not drawn down on the Restatement Date, (ii) at the time, and in the amount, of any repayment or prepayment under the NRT Facility made in accordance with Sections 9.1, 9.4 and 9.5 and (iii) to an amount equal to the amount of the single drawdown under the NRT Facility on the Restatement Date (the “Drawn NRT Amount”). Upon any reduction of a Credit Limit, the Individual Commitment of each relevant Lender with respect to such Credit Limit shall thereupon be reduced by an amount equal to such Lender’s Pro Rata Share of such reduction of such Credit Limit.

2.4	Termination of Credit Facilities
(a)	A Credit Facility shall terminate upon the earliest to occur of:
---	---
(i)	the termination of the Credit Facilities in accordance with Section 13.1;
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(ii)	the date on which the relevant Credit Limit has been permanently reduced to zero pursuant to Section 2.3;<br>and
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(iii)	the Applicable Maturity Date.
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(b)	Upon the termination of a Credit Facility, the right of the Borrowers to obtain any credit under<br>such Credit Facility and all of the obligations of the Lenders to extend credit under such Credit Facility shall automatically<br>terminate.
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| --- | | 2.5 | Credit Restrictions | | --- | --- |

Subject to the terms and conditions hereof, the aggregate principal amount of credit outstanding under a Credit Facility shall not at any time exceed the relevant Credit Limit. Equinox shall be entitled to one drawdown only under the NRT Facility and such drawdown shall occur on the Restatement Date. The Borrowers shall not drawdown credit for the purpose of paying any principal amount of Indebtedness owing (A) to Mubadala pursuant to the First Mubadala Convertible Debenture or (B) to Pac Road pursuant to the Pac Road Convertible Debentures.

Article 3

GENERAL PROVISIONS RELATING TO CREDITS

3.1	Types of Credit Availments

Subject to the terms and conditions hereof, the Borrowers may obtain credit under the Credit Facilities from the Lenders through the Branch of Account by way of one or more Loans and, under the RT Facility, by way of Letters; provided, however, that the aggregate amount of credit extended by way of Letters shall not at any time exceed $75,000,000. Any extension of credit hereunder by way of drawdowns of a Base Rate Loan shall be in a minimum amount of $1,000,000 and otherwise in integral multiples of $100,000 in excess thereof. Any extension of credit hereunder by way of drawdowns of a LIBOR Loan shall be in a minimum amount of $5,000,000 and otherwise in integral multiples of $500,000 in excess thereof.

3.2	Funding of Loans

Each Lender shall make available to the Administrative Agent its Pro Rata Share of the principal amount of each Loan under a particular Credit Facility prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by relevant Borrowers of the terms and conditions set forth in Article 12 and unless otherwise irrevocably authorized and directed in the Drawdown Notice, make such funds available to such Borrower on the date of the extension of credit by crediting the Designated Account (or causing such account to be credited). Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such portion of the Loan available to the Administrative Agent on the date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount is made available to the relevant Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the relevant Borrower shall, without prejudice to any rights that such Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the relevant Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the relevant Borrower in respect of such Loan.

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| --- | | 3.3 | Failure of Lender to Fund Loan | | --- | --- |

If any Lender (a “Non-FundingLender”) fails to make available to the Administrative Agent its Pro Rata Share of any Loan as required and the Administrative Agent has not funded pursuant to Section 3.2, the Administrative Agent shall forthwith give notice of such failure by such Non-Funding Lender to the relevant Borrower and the other Lenders and such notice shall state that any Lender may make available to the Administrative Agent all or any portion of the Non-Funding Lender’s Pro Rata Share of such Loan (but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place and stead of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place and stead of a Non-Funding Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the advance which the Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its pro rata share of such advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place and stead of a Non-Funding Lender in such circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place and stead, forthwith on demand, any amount advanced on its behalf together with interest thereon at the then prevailing interbank rate for each day from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Loan from the relevant Borrower. In addition to interest as aforesaid, the relevant Borrower shall pay all amounts owing by such Borrower to the Non-Funding Lender hereunder (with respect to the amounts advanced by the Contributing Lenders on behalf of the Non-Funding Lender) to the Contributing Lenders until such time as the Non-Funding Lender pays to the Administrative Agent for the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Non-Funding Lender.

3.4	Timing of Credit Availments

No LIBOR Loan under either Credit Facility may have a maturity date later than the Applicable Maturity Date.

3.5	Market Disruption

If at any time prior to the commencement of a proposed Interest Period or the advance of a Base Rate Loan the Administrative Agent or any Lender reasonably determines (which determination shall be conclusive and bind the Borrowers) that:

(a)	by reason (i) of circumstances affecting the London interbank market, or any bank participants<br>therein or (ii) a material disruption in the U.S. money market, adequate and fair means do not exist for ascertaining the applicable<br>rate of interest on the basis provided in the definition of LIBOR or Base Rate (the “Relevant Subject Rate”);

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| --- | | (b) | deposits in U.S. Dollars are not being offered to that Lender in the interbank market in the ordinary course of business; | | --- | --- | | (c) | the making or continuing of the Pro Rata Share of that Lender in any relevant Loan has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the interbank market; | | --- | --- | | (d) | LIBOR for the proposed Interest Period, in the case of a LIBOR Loan or the Base Rate, in the case of a Base Rate Loan does not accurately reflect the effective cost to that Lender of funding its Pro Rata Share in any such Loan; or | | --- | --- | | (e) | the Administrative Agent is unable to determine the Relevant Subject Rate for the requested Loan, | | --- | --- |

(each, a “Market Disruption”), then that Lender (for the purposes of this Section, the “Affected Lender”) may give notice of such determination to the Administrative Agent who will promptly notify the Borrowers. If an event referred to in paragraph (e) occurs, all Lenders shall be Affected Lenders and the Administrative Agent will promptly notify the Borrowers and all Lenders thereof. If notice of a Market Disruption is given by the Administrative Agent to the Borrowers, the Administrative Agent and the Borrowers shall enter into negotiations for a period of not more than thirty (30) days commencing on the date the Borrowers are so notified with a view to agreeing to an alternative basis for determining the Relevant Subject Rate applicable to the Pro Rata Share of each Affected Lender in each relevant Loan. If no such alternative basis is agreed to within such period, the Relevant Subject Rate to each relevant Loan shall be the rate per annum which is determined and notified to the Borrowers by the Administrative Agent to be the cost to each Affected Lender (as notified by each Lender to the Administrative Agent) of continuing to fund such Loan (the rate determined pursuant to the preceding two sentences, the “Alternate Funding Rate”). If the Administrative Agent, acting reasonably, determines that the Market Disruption no longer applies with regard to any Affected Lender, then the Relevant Subject Rate will again be determined in accordance with the definition thereof without regard to this Section 3.5. The Alternate Funding Rate will be determined, in the case of a LIBOR Loan at or before the commencement of and apply to each Interest Period, and in the case of a Base Rate Loan, on the first day of each Fiscal Quarter commencing on or subsequent to the date of the occurrence of the Market Disruption until the Market Disruption no longer applies with regard to each Affected Lender.

3.6	Time and Place of Payments

Unless otherwise expressly provided herein, the Borrowers shall make all payments pursuant to this agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by deposit to the Designated Account before 12:00 noon (Toronto time) on the day specified for payment and the Administrative Agent shall be entitled to withdraw the amount of any payment due to the Administrative Agent or the Lenders hereunder from such account on the day specified for payment.

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3.7	Remittance of Payments

Forthwith after the withdrawal from the Designated Account by the Administrative Agent of any payment of principal, interest, fees or other amounts for the benefit of the Lenders pursuant to Section 3.6, the Administrative Agent shall, subject to Sections 3.3 and 8.3, remit to each Lender, in immediately available funds, such Lender’s Pro Rata Share of such payment (except to the extent such payment results from a Loan with respect to which a Lender had failed, pursuant to Section 3.2, to make available to the Administrative Agent its Pro Rata Share and where any other Lender has made funds available in the place and stead of a Non-Funding Lender); provided that if the Administrative Agent, on the assumption that it will receive, on any particular date, a payment of principal (including, without limitation, a prepayment), interest, fees or other amount under the Credit Facilities, remits to each Lender its Pro Rata Share of such payment and the relevant Borrower fails to make such payment, each Lender agrees to repay to the Administrative Agent, forthwith on demand, to the extent that such amount is not recovered from the relevant Borrower on demand and after reasonable efforts by the Administrative Agent to collect such amount (without in any way obligating the Administrative Agent to take any legal action with respect to such collection), such Lender’s Pro Rata Share of the payment made to it pursuant hereto together with interest thereon at the then prevailing interbank rate for each day from the date such amount is remitted to the Lenders until the date such amount is paid or repaid to the Administrative Agent, the exact amount of the repayment required to be made by the Lenders pursuant hereto to be as set forth in a certificate delivered by the Administrative Agent to each Lender, which certificate shall constitute prima facie evidence of such amount of repayment.

3.8	Evidence of Indebtedness

The Administrative Agent shall maintain accounts wherein the Administrative Agent shall record the amount and type of credit outstanding, each advance and each payment of principal and interest on account of each Loan, each Letter issued and drawn upon and all other amounts becoming due to and being paid to the Lenders or the Administrative Agent hereunder, including Letter fees and standby fees. The Administrative Agent’s accounts constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrowers pursuant to this agreement.

3.9

General Provisions Relating to All Letters

(a)

Each request by a Borrower for the issuance or amendment of a Letter shall be deemed to be a representation by such Borrower that the extension of credit so requested complies with the conditions set forth in Section 12.1. Each Borrower hereby acknowledges and confirms to the Issuing Lender that the Issuing Lender shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft under a Letter and payment by the Issuing Lender pursuant to a Letter shall not be withheld by the Issuing Lender by reason of any matters in dispute between the beneficiary thereof and the relevant Borrower. The sole obligation of the Issuing Lender with respect to Letters issued by it is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the applicable Letter and for such purpose the Issuing Lender is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter.

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| --- | | (b) | The Issuing Lender shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter issued by the Issuing Lender and each Borrower unconditionally assumes all risks with respect to the same. Each Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter with respect to the use by such beneficiary of the relevant Letter. The relevant Borrower shall promptly examine a copy of each Letter and each amendment thereto that is delivered to it and, in the event of any claim of non-compliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the Issuing Lender. Each Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid. | | --- | --- | | (c) | The obligations of the Borrowers hereunder with respect to Letters shall be absolute, unconditional and irrevocable and shall not be reduced by any event or occurrence including, without limitation: | | --- | --- | | (i) | any lack of validity or enforceability of this agreement or any such Letter; | | --- | --- | | (ii) | any amendment or waiver of or any consent to departure from this agreement; | | --- | --- | | (iii) | the existence of any claim, set-off, defense or other rights which the relevant Borrower may have at any time against any beneficiary or any transferee of any such Letter (or any person or entities for whom any such beneficiary or any such transferee may be acting), any Lender, the Issuing Lender or any other person or entity; | | --- | --- | | (iv) | any Draft, statement or other document presented under any such Letter proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; | | --- | --- | | (v) | any non-application or misapplication by the beneficiary of such Letter of the proceeds of any drawing under such Letter; | | --- | --- | | (vi) | the surrender or impairment of any Security; | | --- | --- | | (vii) | any reduction or withdrawal of the Issuing Lender’s credit rating by any rating agency; or | | --- | --- |

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| --- | | (viii) | any other circumstance or happening whatsoever, similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, a Borrower. | | --- | --- |

The obligations of the Borrowers hereunder with respect to Letters shall remain in full force and effect and shall apply to any amendment to or extension of the expiration date of any such Letter, approved in writing by the relevant Borrower. The Issuing Lender shall not be under any obligation to amend any Letter if (A) the Issuing Lender would have no obligation at such time to issue such Letter in its amended form under the terms hereof, or (B) the beneficiary of such Letter does not accept the proposed amendment to such Letter.

(d)	Any action, inaction or omission taken or suffered by the Issuing Lender or any of its correspondents<br>under or in connection with a Letter or any Draft made thereunder, if in good faith and in conformity with foreign or domestic<br>laws, regulations or customs applicable thereto, shall be binding upon the Borrowers and shall not place the Issuing Lender or<br>any of its correspondents under any resulting liability to the Borrowers. Without limiting the generality of the foregoing, the<br>Issuing Lender and its correspondents may receive, accept or pay as complying with the terms of a Letter, any Draft thereunder,<br>otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of,<br>or the receiver for any property of, or other person or entity acting as the representative or in the place of, such beneficiary<br>or its successors and assigns. Each Borrower covenants that it will not take any steps, issue any instructions to the Issuing Lender<br>or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Lender<br>or its correspondents to honour and pay any Draft or Drafts.
(e)	The Borrowers agree that the Lenders, the Issuing Lender and the Administrative Agent shall have<br>no liability to it for any reason in respect of or in connection with any Letter, the issuance thereof, any payment thereunder,<br>or any other action taken by the Lenders, the Issuing Lender or the Administrative Agent or any other Person in connection therewith,<br>other than on account of the Issuing Lender’s gross negligence or wilful misconduct.
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(f)	Save to the extent expressly provided otherwise in this Section 3.9 the rights and obligations<br>between the Issuing Lender and the relevant Borrower with respect to each Letter shall be determined in accordance with the applicable<br>provisions of the (i) Uniform Customs and Practice for Documentary Credits, ICC Publications 600 or (ii) the International<br>Standby Practices - ISP98, ICC Publication No. 590, as applicable.
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(g)	The Issuing Lender shall act on behalf of the Lenders with respect to any Letters issued by it<br>and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the<br>Administrative Agent in Article 14 with respect to any acts taken or omissions suffered by the Issuing Lender in connection<br>with Letters issued by it or proposed to be issued by it and any documentation pertaining to such Letters as fully as if the term<br>“Administrative Agent” as used in Article 14 included the Issuing Lender with respect to such acts or omissions,<br>and (B) as additionally provided herein with respect to the Issuing Lender.
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| --- | | (h) | Immediately upon the issuance of each Letter, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter. | | --- | --- | | (i) | None of the Issuing Lender, the Administrative Agent nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Lender for (i) any action of any of the Issuing Lender, the Administrative Agent or any correspondent, participant or assignee of the Issuing Lender taken or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as applicable, (ii) any action of any of the Issuing Lender, the Administrative Agent or any correspondent, participant or assignee of the Issuing Lender taken or omitted in the absence of such party’s gross negligence or wilful misconduct; or (iii) any deficiency in the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter. | | --- | --- | | 3.10 | Notice Periods | | --- | --- |

Each Drawdown Notice, Rollover Notice, Conversion Notice and Prepayment Notice shall be given to the Administrative Agent:

(a)	prior to 12:00 p.m. (Toronto time) on the fifth day prior to the date of any voluntary prepayment;
(b)	prior to 12:00 p.m. (Toronto time) on the third Banking Day prior to the date of a drawdown or<br>rollover of a LIBOR Loan or the issuance of a Letter; and
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(c)	prior to 12:00 p.m. (Toronto time) on the second Banking Day prior to the date of a Base Rate Loan.
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3.11	Administrative Agent’s Discretion to Allocate
---	---

Notwithstanding the provisions of Sections 3.2 and 9.7(b) with respect to the funding of Loans and reimbursing with respect to Letters in accordance with each Lender’s Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding or reimbursement obligations among the Lenders in order to ensure, to the greatest extent practicable, that after such funding the aggregate amount of credit extended hereunder by each Lender coincides with such Lender’s Pro Rata Share of the aggregate amount of credit extended under a particular Credit Facility by all of the Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any Lender exceeding such Lender’s Individual Commitment under such Credit Facility.

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| --- | | 3.12 | Effect of Benchmark Discontinuance Event | | --- | --- | | (a) | Notwithstanding anything to the contrary herein or any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 3.12 will occur prior to the applicable Benchmark Transition Start Date. | | --- | --- | | (b) | In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. | | --- | --- | | (c) | The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.12. | | --- | --- |

Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for, or conversion to, Base Rate Loans.

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Article 4

DRAWDOWNS

4.1	Drawdown Notice

Subject to Sections 2.5, 3.1, 3.4, 3.5 and the final sentence of this Section 4.1 and provided that all of the applicable conditions precedent set forth in Article 12 have been fulfilled by the Borrowers or waived by the Lenders as provided in Section 14.14, a Borrower may, from time to time, obtain credit hereunder by giving to the Administrative Agent an irrevocable notice in substantially the form of Schedule D hereto (“Drawdown Notice”) in accordance with Section 3.10 and specifying, as applicable:

(a)	the Credit Facility under which credit is to be obtained;
(b)	the date the credit is to be obtained;
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(c)	whether the credit is to be obtained by way of Base Rate Loan, LIBOR Loan or Letter;
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(d)	the principal amount of the Loan;
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(e)	if the credit is to be obtained by way of a LIBOR Loan, the applicable Interest Period;
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(f)	if the credit is to be obtained by way of Letter, the named beneficiary of the Letter and address<br>of such beneficiary, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any<br>certificate to be presented by such beneficiary in case of any drawing thereunder, the purpose and nature of the requested Letter,<br>the maturity date and amount of the Letter and all other terms of the Letter (including, without limitation, the proposed form<br>of the letter and such other matters as the Issuing Lender may require); and
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(g)	the details of any irrevocable authorization and direction pursuant to Section 3.2.
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4.2	Subsidiary Reimbursement Covenant
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If credit is to be obtained by way of Letter and if such Letter is to be issued by Equinox on behalf of a Guarantor, Equinox shall ensure that accompanying such Drawdown Notice is an instrument, substantially in the form of Schedule P hereto, and pursuant to which such Guarantor shall agree, without qualification, to reimburse the Issuing Lender on demand for the full amount of each and any Letter presented to and paid by the relevant Issuing Lender in accordance with such Letter.

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Article 5

ROLLOVERS

5.1	LIBOR Loans

Subject to Sections 3.1 and 3.5 and provided that a Borrower has, by giving notice to the Administrative Agent in accordance with Section 5.2, requested the Lenders to continue to extend credit by way of a LIBOR Loan to replace all or a portion of an outstanding LIBOR Loan as it matures, each Lender shall, on the maturity of such LIBOR Loan, continue to extend credit to such Borrower by way of a LIBOR Loan (without a further advance of funds to such Borrower) in the principal amount equal to such Lender’s Pro Rata Share of the principal amount of the matured LIBOR Loan or the portion thereof to be replaced.

5.2	Rollover Notice

The notice to be given to the Administrative Agent pursuant to Section 5.1 (“Rollover Notice”) shall be irrevocable, shall be given in accordance with Section 3.10, shall be in substantially the form of Schedule E hereto and shall specify:

(a)	the maturity date of the maturing LIBOR Loan and the Credit Facility under which it was drawn;
(b)	the principal amount of the maturing LIBOR Loan and the portion thereof to be replaced; and
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(c)	the Interest Period or Interest Periods of the replacement LIBOR Loan(s).
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5.3	Rollover by Lenders
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Upon written notice to such effect to the Borrowers at such time as (i) a Default has occurred and is continuing or (ii) a Borrower has failed to provide a Rollover Notice in respect of a LIBOR Loan on or prior to the third Banking Day prior to the maturity date of a maturing LIBOR Loan, the Administrative Agent may, on the maturity date of a maturing LIBOR Loan, rollover such LIBOR Loan into a LIBOR Loan having an Interest Period of one month or such other period as the Lenders may determine, as though a notice to such effect had been given in accordance with Section 5.2.

Article 6

CONVERSIONS

6.1	Converting Loan to Other Type of Loan

Subject to Sections 3.1 and 3.5 and provided that a Borrower has, by giving notice to the Administrative Agent in accordance with Section 6.2, requested the Lenders to convert all or a portion of an outstanding Loan into another type of Loan, each Lender shall, on the date of conversion (which, in the case of the conversion of all or a portion of an outstanding LIBOR Loan, shall be the date on which such Loan matures), continue to extend credit to such Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (with a repayment and a subsequent advance of funds to such Borrower) in the aggregate principal amount equal to such Lender’s Pro Rata Share of the principal amount of the outstanding Loan or the portion thereof which is being converted.

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| --- | | 6.2 | Conversion Notice | | --- | --- |

The notice to be given to the Administrative Agent pursuant to Section 6.1 (“Conversion Notice”) shall be irrevocable, shall be given in accordance with Section 3.10, shall be in substantially the form of Schedule F hereto and shall specify:

(a)	the type of Loan to be converted and the Credit Facility under which it was drawn;
(b)	the date on which the conversion is to take place;
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(c)	the principal amount of the Loan or the portion thereof which is to be converted;
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(d)	the type and amount of the Loan into which the outstanding Loan is to be converted; and
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(e)	if an outstanding Loan is to be converted into a LIBOR Loan, the applicable Interest Period.
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6.3	Absence of Notice
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Subject to Section 3.5 in the absence of a Rollover Notice or Conversion Notice within the appropriate time periods referred to herein, a maturing LIBOR Loan in favour of a Borrower shall be automatically converted to a Base Rate Loan as though a notice to such effect had been given in accordance with Section 6.2.

6.4	Conversion by Lenders

Upon written notice to such effect to the Borrowers at such time as a Default has occurred and is continuing, the Administrative Agent may, on the maturity date of a LIBOR Loan, convert such LIBOR Loan into a Base Rate Loan, as though a notice to such effect had been given in accordance with Section 6.2.

Article 7

INTEREST AND FEES

7.1	Interest Rates

The Borrowers shall pay to the Lenders, in accordance with Section 3.6, interest on the outstanding principal amount from time to time of each Loan at the rate per annum equal to:

(a)	LIBOR plus the Applicable Rate in the case of each LIBOR Loan; and
(b)	the Base Rate plus the Applicable Rate in the case of each Base Rate Loan.
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| --- | | 7.2 | Calculation and Payment of Interest | | --- | --- | | (a) | Interest on the outstanding principal amount from time to time of each Loan and on overdue interest thereon shall accrue from day to day from and including the date on which credit is obtained by way of such Loan or on which such overdue interest is due, as the case may be, to but excluding the date on which such Loan or overdue interest, as the case may be, is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 360, in the case of a LIBOR Loan, or 365 days (or 366, in the case of a leap year) in the case of a Base Rate Loan. | | --- | --- | | (b) | Accrued interest shall be paid, | | --- | --- | | (i) | in the case of interest on Base Rate Loans, monthly in arrears on the last day of each month; and | | --- | --- | | (ii) | in the case of interest on LIBOR Loans, on the last day of the applicable Interest Period; provided that, in the case of Interest Periods of a duration longer than three months, accrued interest shall be paid no less frequently than every three months from the first day of such Interest Period during the term of such Interest Period and on the date on which such LIBOR Loans are otherwise required to be repaid. | | --- | --- | | 7.3 | General Interest Rules | | --- | --- | | (a) | For the purposes hereof, whenever interest is calculated on the basis of a year of 360, 365 or 366 days, each rate of interest determined pursuant to such calculation expressed as an annual rate for the purposes of the InterestAct (Canada) is equivalent to such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366 days, respectively. | | --- | --- | | (b) | Interest on each Loan and on overdue interest thereon shall be payable in U.S. Dollars. | | --- | --- | | (c) | If a Borrower fails to pay any fee or other amount of any nature payable by it to the Administrative Agent or the Lenders hereunder or under any document, instrument or agreement delivered pursuant hereto on the due date therefor, such Borrower shall pay to the Administrative Agent or the Lenders, as the case may be, interest on such overdue amount in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment (as well after as before judgment) at the rate per annum, calculated and compounded monthly, which is equal to, in the case of a LIBOR Loan, LIBOR for the Interest Period applicable thereto plus the Applicable Rate at such time and in the case of a Base Rate Loan, the Base Rate plus, in each case, 2.00% per annum. Such interest on overdue amounts shall become due and be paid on demand made by the Administrative Agent. | | --- | --- |

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| --- | | 7.4 | Selection of Interest Periods | | --- | --- |

With respect to each LIBOR Loan, the relevant Borrower shall specify in the Drawdown Notice, Conversion Notice or Rollover Notice, the duration of the Interest Period provided that:

(a)	Interest Periods shall have a duration from one, two, three or six months (subject to availability<br>and to the right of the Administrative Agent, in its discretion, to restrict the term or maturity dates of Interest Periods);
(b)	the first Interest Period for a LIBOR Loan shall commence on and include the day on which credit<br>is obtained by way of such Loan and each subsequent Interest Period applicable thereto shall commence on and include the date of<br>the expiry of the immediately preceding Interest Period applicable thereto; and
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(c)	if any Interest Period would end on a day which is not a Banking Day, such Interest Period shall<br>be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which<br>case such Interest Period shall be shortened to end on the immediately preceding Banking Day.
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7.5	Standby Fees
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Upon the first Banking Day following the completion of each Fiscal Quarter and on the termination of the RT Facility, the Borrowers shall pay, in accordance with Section 3.6, to the Lenders, in arrears, a standby fee calculated at the rate per annum, on the basis of a year of 365 days (or, in the case of a leap year, 366 days), equal to the Applicable Rate on the Available Credit, such fee to accrue daily from the date of the execution and delivery of this agreement to and including the date of payment. Notwithstanding the foregoing, standby fees shall cease to accrue on the unfunded portion of the Individual Commitment of any Lender while it is a Defaulting Lender.

7.6	Letter Fees

The Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders in accordance with Section 3.6, with respect to each Letter, an issuance fee quarterly in arrears on the first Banking Day of each Fiscal Quarter, calculated at a rate per annum equal to the Applicable Rate on the basis of a year of 365 days and on the amount of the subject Letter, for a period of time equal to the number of days in the preceding Fiscal Quarter on which such Letter was outstanding. In addition, with respect to all Letters, the Borrowers shall from time to time pay to the Issuing Lender, for its own account, its usual and customary fees (at the then prevailing rates) for the amendment, delivery and administration of letters of credit such as the Letters. Each such payment is non-refundable and fully earned when due.

7.7	Applicable Rate Adjustment

On the second Banking Day following each date Equinox delivers a compliance certificate to the Administrative Agent pursuant to Section 11.1(b)(iii) which discloses a Leverage Ratio at a Level which differs from the Level then in effect, the Applicable Rate applicable to (i) all Loans and Letters outstanding on the date any such change takes effect and (ii) the standby fee referenced in Section 7.5 will in each case be adjusted immediately, but without retroactive effect. Notwithstanding the foregoing if Equinox fails to deliver a compliance certificate to the Administrative Agent by the date required to do so under Section 11.1(b)(iii), the Leverage Ratio shall be deemed as from such date to be at Level IV until such failure is cured, at which time the Applicable Rate shall be determined in accordance with the table set forth in the definition of Applicable Rate, but without any adjustments having retroactive effect.

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| --- | | 7.8 | Interest Act Compliance | | --- | --- |

For the purposes of the Interest Act (Canada), any rate of interest made payable under the terms of this agreement at a rate or percentage (the “Contract Rate”) for any period that is less than a consecutive 12 month period, such as a 360 or 365 day basis (the “Contract Rate Basis”), is equivalent to the yearly rate or percentage of interest determined by multiplying the Contract Rate by a fraction, the numerator of which is the number of days in the consecutive 12 month period commencing on the date such equivalent rate or percentage is being determined and the denominator of which is the number of days in the Contract Rate Basis. Each Borrower confirms that it fully understands and is able to calculate the rates of interest and fees applicable to Accommodations based on the methodology for calculating per annum rates provided for in this agreement. The Lenders and Administrative Agent agree that, if requested in writing by a Borrower, it will calculate the nominal and effective per annum rate of interest or fees on any Accommodation outstanding at the time of such request and provide such information to such Borrower promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve any Borrower of any of its obligations under this agreement or any other Finance Document, nor result in any liability to the Lenders and Administrative Agent. To the extent permitted by law, the Borrowers hereby irrevocably agree not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to any Finance Document, that the interest or fees payable under any Finance Document and the calculation thereof has not been adequately disclosed to the Borrowers, whether pursuant to section 4 of the Interest Act (Canada) or any other Applicable Law or legal principle.

Article 8

RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS

8.1	Conditions of Credit

The obtaining or maintaining of credit hereunder shall be subject to the terms and conditions contained in this Article 8.

8.2	Increased Costs
(a)	Increased Costs Generally. If from time to time any Change in Law shall:
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(i)	impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge<br>or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Finance<br>Party;
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| --- | | (ii) | subject any Finance Party to any Tax of any kind whatsoever with respect to this agreement, any extension of credit made by it, or change the basis of taxation of payments to such Finance Party in respect thereof, except for Indemnified Taxes covered by Section 8.6 and the imposition, or any change in the rate, of any Excluded Tax payable by such Finance Party; or | | --- | --- | | (iii) | impose on any Finance Party or any applicable interbank market any other condition, cost or expense affecting this agreement or any extension of credit made by such Finance Party or participation therein; | | --- | --- |

and the result of any of the foregoing shall be to increase the cost to such Finance Party of making or maintaining any extension of credit (or of maintaining its obligation to make any such extension of credit) or to reduce the amount of any sum received or receivable by such Finance Party hereunder (whether of principal, interest or any other amount), then upon request of such Finance Party from time to time the Borrowers will pay to such Finance Party such additional amount or amounts as will compensate such Finance Party for such additional costs incurred or reduction suffered, such amount or amounts to be determined in the sole and absolute discretion of the relevant Finance Party.

(b)	Capital and Liquidity Requirements. If any Finance Party determines in its sole and absolute<br>discretion that any Change in Law affecting such Finance Party or any lending office of such Finance Party or such Finance Party’s<br>holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return<br>on such Finance Party’s capital or on the capital of such Finance Party’s holding company, if any, as a consequence<br>of this agreement, the Individual Commitment of such Finance Party or the extensions of credit made by it, to a level below that<br>which such Finance Party or its holding company could have achieved but for such Change in Law (taking into consideration such<br>Finance Party’s policies and the policies of its holding company with respect to, as applicable, capital adequacy or liquidity<br>requirements), then from time to time the Borrowers will pay to such Finance Party such additional amount or amounts as will compensate<br>such Finance Party or its holding company for any such reduction suffered, such amount or amounts to be determined in the sole<br>and absolute discretion of the Finance Party.
(c)	Certificates for Reimbursement. A certificate of a Finance Party setting forth the amount<br>or amounts necessary to compensate such Finance Party or its holding company, as the case may be, as specified in paragraph (a)<br>or (b) of this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the<br>Borrowers from time to time shall be conclusive absent manifest error. The Borrowers shall pay such Finance Party the amount shown<br>as due on any such certificate within 10 days after receipt thereof.
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(d)	Delay in Requests. Failure or delay on the part of any Finance Party to demand compensation<br>pursuant to this Section shall not constitute a waiver of such Finance Party’s right to demand such compensation, except<br>that the Borrowers shall not be required to compensate a Finance Party pursuant to this Section for any increased costs incurred<br>or reductions suffered more than nine months prior to the date that such Finance Party notifies the Borrowers of the Change in<br>Law giving rise to such increased costs or reductions and of such Finance Party’s intention to claim compensation therefor,<br>unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period<br>referred to above shall be extended to include the period of retroactive effect thereof.
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8.3	Failure to Fund as a Result of Change of Circumstances

If (i) any Lender but not all of the Lenders who have Individual Commitments seeks additional compensation pursuant to Section 8.2(a) or 8.2(b), (ii) any Lender becomes a Defaulting Lender or an Non-FATCA Compliant Lender or (iii) any Lender refuses to give timely consent to an amendment, modification or waiver of this agreement that, pursuant to Section 14.14, requires consent of all the Lenders, where the consent of the Majority Lenders has been given with respect thereto (collectively with any Lender described in paragraphs (i) and (ii) above, for the purposes of this Section, the “Affected Lender”), then the Borrowers may indicate to the Administrative Agent in writing that the Borrowers desire to replace the Affected Lender with one or more of the other Lenders, and the Administrative Agent shall then forthwith give notice to the other Lenders that any such Lender or Lenders may, in the aggregate, advance all (but not part) of the Affected Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Affected Lender’s Individual Commitment and obligations under the Credit Facilities and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other Finance Documents to the extent they relate to the Credit Facilities (but in no event shall any other Lender or the Administrative Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the “Assenting Lenders” and individually called an “Assenting Lender”) with respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Assenting Lender and the Individual Commitment and the obligations of such Assenting Lender under the Credit Facilities and the rights and obligations of such Assenting Lender under each of the other Finance Documents to the extent they relate to the Credit Facilities shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender’s Pro Rata Share of such credit and Individual Commitment and obligations under the Credit Facilities and rights and obligations under each of the other Finance Documents to the extent they relate to the Credit Facilities on a date mutually acceptable to the Assenting Lenders and the Borrowers. On such date, the Assenting Lenders shall extend to the Borrowers the Affected Lender’s Pro Rata Share of such credit and shall prepay to the Affected Lender the advances of the Affected Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Affected Lender hereunder, and, upon such advance and prepayment by the Assenting Lenders, the Affected Lender shall cease to be a “Lender” for purposes of this agreement and shall no longer have any rights or obligations hereunder. Upon the assumption of the Affected Lender’s Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. For certainty, the Borrowers shall not be required to pay an Affected Lender that is a Defaulting Lender in respect of breakage costs or other amounts required to be paid as a result of prepayment to such Lender.

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| --- | | 8.4 | Indemnity Relating to Credits | | --- | --- |

Upon notice from the Administrative Agent to a Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by such Borrower), such Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a Loan as a result of:

(a)	the failure of such Borrower to borrow or make repayments on the dates specified under this agreement<br>or in any notice from such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR<br>Loan at any time other than its maturity date, then such Borrower shall be responsible for any loss, costs or expenses referred<br>to above);
(b)	the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein<br>or in any notice from such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR<br>Loan at any time other than its maturity date, then such Borrower shall be responsible for any loss, costs or expenses referred<br>to above); or
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(c)	with respect to any Letter, arising from claims or legal proceedings, and including reasonable<br>and documented legal fees and disbursements, respecting the collection of amounts owed by a Borrower hereunder in respect of such<br>Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including,<br>without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under<br>such Letter. Notwithstanding the foregoing, a Borrower shall not be required to indemnify a Lender for any such cost or expense<br>if such cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.
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8.5	Indemnity for Transactional and Environmental Liability
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(a)	Each Borrower hereby agrees to indemnify and hold the Administrative Agent, each Lender, the Issuing<br>Lender and each of their respective Affiliates, shareholders, officers, directors, employees, and agents (collectively, the “IndemnifiedParties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs,<br>charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party<br>to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees and out<br>of pocket disbursements and amounts paid in settlement (collectively in this Section 8.5(a), the “Indemnified Liabilities”),<br>incurred or suffered by, or asserted against, the Indemnified Parties or any of them as a result of, or arising out of, or relating<br>to (i) the extension of credit contemplated herein, (ii) any transaction financed or to be financed in whole or in part,<br>directly or indirectly, with the proceeds of any credit extended hereunder, (iii) any actual or threatened investigation,<br>litigation or other proceeding relating to any credit extended or proposed to be extended as contemplated herein or (iv) the<br>execution, delivery, performance or enforcement of the Finance Documents and any instrument, document or agreement executed pursuant<br>hereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determined arose on account of the relevant<br>Indemnified Party’s gross negligence or willful misconduct or breach by such Indemnified Party of its obligations under the<br>Finance Documents.
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| --- | | (b) | Without limiting the generality of the indemnity set out in the preceding clause (a), each Borrower hereby further agrees to indemnify and hold the Indemnified Parties free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable and documented legal fees and out of pocket disbursements and amounts paid in settlement, of any and every kind whatsoever paid (collectively in this Section 8.5(b), the “Indemnified Liabilities”), incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used or operated by any Obligor of any Hazardous Material, contaminant, pollutant or waste, and (ii) any other violation of or liability pursuant to an Environmental and Social Law with respect to any Obligor, and regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities that a court of competent jurisdiction determined arose on account of the relevant Indemnified Party’s gross negligence or willful misconduct. | | --- | --- | | (c) | All obligations provided for in this Section 8.5 shall survive indefinitely the permanent repayment of the outstanding credit hereunder and the termination of this agreement. The obligations provided for in this Section 8.5 shall not be reduced or impaired by any investigation made by or on behalf of the Finance Parties. | | --- | --- | | (d) | Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on such Borrower by this Section 8.5, each Finance Party shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of their respective shareholders, officers, directors, employees and agents. | | --- | --- | | (e) | If, for any reason, the obligations of a Borrower pursuant to this Section 8.5 shall be unenforceable, such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under Applicable Law. | | --- | --- | | 8.6 | Gross-Up for Taxes | | --- | --- | | (a) | Any and all payments made by or on behalf of a Borrower under this agreement or under any other Finance Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes except to the extent that such deduction or withholding is required by law or the administrative practice of any Official Body. If any such Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of a Finance Party, such Borrower shall: | | --- | --- |

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| --- | | (i) | promptly notify the Administrative Agent of such requirement; | | --- | --- | | (ii) | with respect to Indemnified Taxes, pay to such Finance Party in addition to the Payment to which such Finance Party is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Finance Party (free and clear of, and net of, any such Indemnified Taxes, including the full amount of any Indemnified Taxes required to be deducted or withheld from any additional amount paid by such Borrower under this Section 8.6(a), whether assessable against such Borrower or such Finance Party) equals the full amount the Finance Party, would have received had no such deduction or withholding been required; | | --- | --- | | (iii) | make such deduction or withholding; | | --- | --- | | (iv) | pay to the relevant Official Body in accordance with Applicable Law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by such Borrower, to the Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and | | --- | --- | | (v) | as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Finance Party, evidencing such payment to such Official Body. | | --- | --- | | (b) | In addition, each Borrower agrees to pay any and all present or future Other Taxes. | | --- | --- | | (c) | Each Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for the full amount of Indemnified Taxes and Other Taxes. In addition, each Borrower hereby indemnifies and holds harmless each Finance Party for all Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or such Finance Party, as applicable, and for all expenses, resulting from or relating to such Borrower’s failure to: | | --- | --- | | (i) | remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v); or | | --- | --- | | (ii) | pay any Taxes or Other Taxes when due to the relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6). | | --- | --- |

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The provisions of this Section 8.6(c) shall apply whether or not such Indemnified Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Finance Party who pays any Taxes or Other Taxes shall promptly notify such Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of such Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 20 days from the date the Administrative Agent or the relevant Finance Party, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount.

(d)	If a Borrower determines in good faith that a reasonable basis exists for contesting any Indemnified<br>Taxes for which a payment has been made under this Section 8.6, the relevant Finance Party shall, if so requested by such Borrower,<br>cooperate with such Borrower in challenging such Indemnified Taxes at such Borrower’s expense.
(e)	If any Finance Party receives a refund of Taxes for which a payment has been made by a Borrower<br>under this Section 8.6, which refund in the good faith judgment of the Finance Party is attributable to the Indemnified Taxes giving<br>rise to such payment made by a Borrower, then such Finance Party shall reimburse such Borrower for such amount (if any, but not<br>exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund), net of out-of-pocket expenses<br>of such Finance Party which the Finance Party determines in its absolute discretion will leave it, after such reimbursement, in<br>no better or worse position than it would have been in if such Indemnified Taxes had not been exigible. The Borrowers, upon the<br>request of a Finance Party, agree to repay such Finance Party any portion of any such refund paid over to the Borrowers that a<br>Finance Party is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid<br>by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation<br>to arrange its tax affairs in any particular manner so as to claim any refund. No Finance Party shall be obliged to disclose any<br>information regarding its tax affairs or computations to the Borrowers or any other Person in connection with this Section 8.6(e)<br>or any other provision of this Section 8.6.
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(f)	Any Finance Party that is entitled to an exemption from or reduction of withholding Taxes or Other<br>Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which a Borrower is resident for<br>tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to such Borrower (with<br>a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by such Borrower<br>or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit<br>such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition,<br>any Finance Party, if requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by<br>Applicable Law (if any) or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the<br>Administrative Agent to determine whether or not such Finance Party is subject to withholding or information reporting requirements.<br>Notwithstanding the foregoing, no Finance Party shall be required to deliver any documentation pursuant to this Section 8.6(f)<br>that such Finance Party is not legally able to deliver. Without limiting the foregoing, each Finance Party shall deliver to the<br>Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested<br>by the Borrowers or the Administrative Agent, executed copies of an applicable IRS Form W-8 or IRS Form W-9 and any other form<br>prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,<br>together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or Administrative<br>Agent to determine the withholding or deduction required to be made, including such documentation prescribed by Applicable Law<br>(including Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation as may be appropriate for<br>the Borrowers or Administrative Agent to comply with their obligations under FATCA and to determine that each Finance Party has<br>complied with its obligations under FATCA or to determine the amount to deduct and withhold from any payment made hereunder.
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| --- | | (g) | Additional amounts payable under Section 8.6(a) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a), in respect of interest payable under a Finance Document, shall be payments of interest under such Finance Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. | | --- | --- | | (h) | Each Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Credit Facilities and this agreement and all other Finance Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder or thereunder. | | --- | --- |

Article 9

REPAYMENTS AND PREPAYMENTS

9.1	Repayment of NRT Facility

The credit outstanding under the NRT Facility shall be repaid by Equinox to the Lenders in consecutive quarterly instalments (on the following instalment dates and in the following amounts (as defined in Section 2.3)) as follows:

Instalment Date	Amount
September 30, 2021	$6,666,666
December 31, 2021	$6,666,666
March 31, 2022	$6,666,666
June 30, 2022	$6,666,666
September 30, 2022	$6,666,666
December 31, 2022	$6,666,666
March 31, 2023	$6,666,666
June 30, 2023	$6,666,666
September 30, 2023	$6,666,666
December 31, 2023	$6,666,666
March 31, 2024	$6,666,666
June 30, 2024	$6,666,666
September 30, 2024	$6,666,666
December 31, 2024	$6,666,666
NRT Maturity Date	(x) the remaining principal amount outstanding under the NRT Facility, (y) all accrued and unpaid interest thereon and (z) all accrued and unpaid fees with respect thereto.

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Amounts which are repaid as aforesaid may not be reborrowed.

9.2	Repayment of RT Facility

The Borrowers shall repay to the Administrative Agent, for the account of the Lenders, in full the outstanding credit under the RT Facility on the RT Maturity Date together with all accrued and unpaid interest thereon and all accrued and unpaid fees with respect thereto. As concerns any Letter which, on the RT Maturity Date, has an expiry date later than the RT Maturity Date, the relevant Borrower shall pay to the Issuing Lender, on the RT Maturity Date, the then contingent liability of the Issuing Lender thereunder (to be held solely for the purpose of satisfying any draw under such Letter and to be held subject to Section 13.2). Following such payment by such Borrower to the Issuing Lender, such Borrower shall have no further liability to the Lenders with respect to any such Letter.

9.3	Repayment of Credit Excess

In the event that there is a Credit Excess at any time under a particular Credit Facility, the Borrowers shall repay to the Lenders on demand the amount of the Credit Excess under such Credit Facility. Each such repayment shall be deposited by the Administrative Agent in a segregated account and held in trust for the Lenders to be applied to repay outstanding Loans under the relevant Credit Facility as they mature or, as applicable, to satisfy reimbursement obligations with respect to outstanding Letters as such Loans mature or as such Letters are drawn upon, as the case may be.

9.4	Voluntary Prepayments

Subject to Section 9.6, the Borrowers shall be entitled to prepay all or any portion of the outstanding Loans under a Credit Facility at any time, without penalty, provided that Section 8.4 shall be complied with in connection with any such prepayment and any such prepayment of all or any portion of any Loan shall be in an amount of no less than $1,000,000 and otherwise in integral multiples of $500,000 in excess thereof. Amounts under the NRT Facility which have been prepaid as aforesaid may not be re-borrowed and any such prepayments shall be applied in inverse order of maturity. Amounts under the RT Facility which have been prepaid as aforesaid may be re-borrowed. Other than any payments required pursuant to Section 8.4, there are no premiums, penalties or other additional payments associated with any voluntary prepayments under this Section 9.4.

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| --- | | 9.5 | Mandatory Prepayments | | --- | --- | | (a) | The Borrowers shall, within five Banking Days of the occurrence of a Prepayment Trigger Event, prepay outstanding credit under the Credit Facilities in an amount equal to the Applicable Prepayment Amount. Such payments shall be applied, in the first instance, to prepayment of the NRT Facility in inverse order of maturity and upon repayment in full of the NRT Facility, such prepayments shall be applied to the RT Facility. Amounts which are prepaid as aforesaid may not be re-borrowed. | | --- | --- | | (b) | Section 8.4 shall be complied with in connection with any prepayment pursuant to this Section 9.5. | | --- | --- | | 9.6 | Prepayment Notice | | --- | --- |

The Borrowers shall give written notice to the Administrative Agent of each voluntary prepayment pursuant to Section 9.4. Such notice (a “PrepaymentNotice”) shall be irrevocable, shall be given in accordance with Section 3.10 and shall specify:

(a)	the Credit Facility which is to be prepaid;
(b)	the date on which the prepayment is to take place; and
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(c)	the type and principal amount of the Loan or the portion thereof which is to be prepaid (which<br>amount shall be at least $1,000,000).
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9.7	Reimbursement or Conversion on Presentation of Letters
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(a)	On presentation of a Letter and payment thereunder by the Issuing Lender, the relevant Borrower<br>shall forthwith pay (and in any event no later than 11:00 a.m. (Toronto time) on the date of any payment by the Issuing Lender<br>under a Letter) to the Administrative Agent for the account of the Issuing Lender, and thereby reimburse the Issuing Lender for,<br>all amounts paid by Issuing Lender pursuant to such Letter. Failing such payment, such Borrower shall be deemed to have effected,<br>notwithstanding any other provision hereof, a conversion of such Letter into a Base Rate Loan under the RT Facility to the extent<br>of the payment of the Issuing Lender thereunder.
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(b)	If the Issuing Lender makes payment under any Letter and the relevant Borrower does not fully reimburse<br>the Issuing Lender on or before the date of payment, then Section 9.7(a) shall apply to deem a Base Rate Loan to be outstanding<br>to such Borrower under the RT Facility in the manner therein set out regardless of whether the conditions set forth in Section 12.1<br>are satisfied. Each Lender shall, on request by the Issuing Lender, immediately pay to the Issuing Lender an amount equal to such<br>Lender’s Pro Rata Share of the amount paid by the Issuing Lender such that each Lender is participating in the deemed Base<br>Rate Loan in accordance with its Pro Rata Share of the RT Facility. The obligation of each Lender to pay the Issuing Lender its<br>Pro Rata Share of each such deemed Base Rate Loan under the RT Facility shall be absolute and unconditional and shall not be affected<br>by any circumstance, including (A) any setoff, counterclaim, recoupment, defence or other right which such Lender may have against<br>the Issuing Lender, the relevant Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a<br>Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing.
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| --- | | (c) | Each Lender shall immediately on demand indemnify the Issuing Lender to the extent of such Lender’s Pro Rata Share of the RT Facility of any amount paid or liability incurred by the Issuing Lender under each Letter issued by it to the extent that the relevant Borrower does not fully reimburse the Issuing Lender therefor. | | --- | --- | | (d) | Until each Lender funds its Loan under the RT Facility pursuant to this Section 9.7 to reimburse the Issuing Lender for any amount drawn under any Letter, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the Issuing Lender. | | --- | --- | | (e) | If any Lender fails to immediately make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 9.7, the Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Lender at a rate per annum equal to the 30 day LIBOR plus the Applicable Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Pro Rata Share of the RT Facility of the relevant Loan. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 9.7(e) shall be conclusive absent manifest error. | | --- | --- | | 9.8 | Letters Subject to an Order | | --- | --- | | (a) | Subject to Section 13.2, the relevant Borrower shall pay to the Issuing Lender an amount equal to the maximum amount available to be drawn under any unexpired Letter which becomes the subject of any Order. Payment in respect of each such Letter shall be due forthwith upon demand. | | --- | --- | | (b) | Notwithstanding anything in this agreement to the contrary, the Issuing Lender shall not be under any obligation to issue any Letter if: | | --- | --- |

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| --- | | (i) | the issuance of such Letter would violate one or more policies of the Issuing Lender applicable to Letters generally; | | --- | --- | | (ii) | any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter in particular or shall impose upon the Issuing Lender with respect to such Letter any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good faith deems material to it; or | | --- | --- | | (iii) | such Letter contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. | | --- | --- | | 9.9 | Currency of Repayment | | --- | --- |

All payments and repayments of outstanding credit hereunder shall be made in the currency of such outstanding credit.

Article 10

REPRESENTATIONS AND WARRANTIES

10.1	Representations and Warranties

To induce the Lenders and the Administrative Agent to enter into this agreement and to induce the Finance Parties to extend credit under the Finance Documents, the Borrowers hereby represent and warrant to the Finance Parties as of the Restatement Date, as of the date of each extension of credit hereunder, and as of the last day of each Fiscal Quarter, in each case, unless otherwise provided herein, as follows and acknowledges and confirms that the Finance Parties are relying upon such representations and warranties in entering into this agreement and in extending credit under the Finance Documents:

(a)

Status and Power. Each Obligor is a corporation duly incorporated and organized and, where legally applicable, validly subsisting in good standing under the laws of its governing jurisdiction. Each Obligor is duly qualified, registered or licensed in all jurisdictions where the nature of its business makes such qualification, registration or licensing necessary, except where failure to be in such standing or so qualified, registered or licensed would not reasonably be expected to have a Material Adverse Effect. Each Obligor has all requisite corporate capacity, power and authority to own, hold under licence or lease its properties, and to carry on its business as now conducted. Each Obligor has all necessary corporate capacity to enter into, and carry out the transactions contemplated by, the Finance Documents to which it is a party.

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| --- | | (b) | Authorization and Enforcement. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by each Obligor of the Finance Documents to which it is a party. Each Obligor has duly executed and delivered the Finance Documents to which it is a party. The Finance Documents to which each Obligor is a party are legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (ii) the fact that the courts may deny the granting or enforcement of equitable remedies. | | --- | --- | | (c) | Compliance with Other Instruments. The execution, delivery and performance by each Obligor of the Finance Documents to which it is a party, and the consummation of the transactions contemplated herein and therein, do not and will not conflict with, result in any breach or violation of, or constitute a default under, the terms, conditions or provisions of, the charter or constating documents or by-laws of, or any shareholder agreement or declaration relating to, such Obligor. The execution, delivery and performance by each Obligor of the Finance Documents to which it is a party, and the consummation of the transactions contemplated herein and therein, do not and will not conflict with, result in any material breach or violation of, or constitute a material default under, the terms, conditions or provisions of, any law, regulation, judgment, decree or order binding on or applicable to such Obligor or to which its property is subject or of any Material Agreement or any material lease, licence (including, without limitation, the Mining Licenses), permit or other instrument to which such Obligor is a party or is otherwise bound or by which such Obligor benefits or to which its property is subject and do not require the consent or approval of any Official Body or any other party, other than any necessary consent or approval of the counterparties of the Material Agreements, Mining Licenses and other instruments, which consent or approval has been obtained and remains in full force and effect. | | --- | --- | | (d) | Financial Statements. The consolidated financial statements of Equinox for the most recently completed Fiscal Quarter or Fiscal Year, as the case may be, were prepared in accordance with GAAP and no Material Adverse Change has occurred in the condition, financial or otherwise, of Equinox since the date of such financial statements. The balance sheet of the aforesaid financial statement presents in all material respects a fair statement of the consolidated financial condition and assets and liability of Equinox as at the date thereof and the statements of operations, retained earnings and cashflows contained in the aforesaid financial statements fairly present in all material respects the results of the consolidated operations of Equinox throughout the period covered thereby. Except to the extent reflected or reserved against in the aforesaid balance sheet (including the notes thereto) and except as incurred in the ordinary and usual course of the consolidated business of Equinox, Equinox does not have any outstanding Indebtedness or any liability or obligations (whether accrued, absolute, contingent or otherwise) of a material nature customarily reflected or reserved against in a balance sheet (including the notes thereto) prepared in accordance with generally accepted accounting principles. The last day of Equinox’s Fiscal Year is December 31 of each year. | | --- | --- |

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(e)	Litigation. There are no actions, suits, inquiries, claims or proceedings (whether or not<br>purportedly on behalf of any Obligor) pending or threatened in writing against or affecting any Obligor before any Official Body<br>which in any case or in the aggregate could reasonably be expected to have a Material Adverse Effect.
(f)	Title to Assets. Except as qualified by the Title Opinions, each Obligor has good and marketable<br>title to its material property, assets and undertaking, free from any Lien other than the Permitted Liens.
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(g)	Conduct of Business. No Obligor is in violation of any agreement, mortgage, franchise, licence,<br>judgment, decree, order, statute, statutory trust, rule or regulation relating in any way to itself or to the operation of its<br>business or to its property or assets and which could reasonably be expected to have a Material Adverse Effect (except in the case<br>of Anti-Corruption Laws which shall not be so qualified by a Material Adverse Effect). Each Obligor holds all licenses, certificates<br>of approval, approvals, registrations, permits and consents which are required to operate its businesses where they are currently<br>being operated except where the failure to have such licenses, certificates of approval, approvals, registrations, permits and<br>consents could not reasonably be expected to have a Material Adverse Effect.
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(h)	Outstanding Defaults. No Default or Event of Default exists or would result from the incurring<br>of any Secured Obligations by any Obligor. No event has occurred which constitutes or which, with the giving of notice, lapse of<br>time or both, would constitute a default under or in respect of (x) any Material Agreement, undertaking or instrument to which<br>any Obligor is a party or to which its respective property or assets may be subject, and which could reasonably be expected to<br>have a Material Adverse Effect or (y) any Mining Licenses other than any immaterial default which does not afford the grantor of<br>any such Mining License the right to revoke such Mining License or impose materially more restrictive conditions thereon or as<br>otherwise disclosed in the Perfection Certificates.
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(i)	Solvency Proceedings. No Obligor has:
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(i)	admitted its inability to pay its debts generally as they become due or failed to pay its debts<br>generally as they become due;
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(ii)	in respect of itself, filed an assignment or petition in bankruptcy or a petition to take advantage<br>of any insolvency statute;
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(iii)	made an assignment for the benefit of its creditors;
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(iv)	consented to the appointment of a receiver of the whole or any substantial part of its assets;
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| --- | | (v) | filed a petition or answer seeking a reorganization, arrangement, adjustment or composition in respect of itself under applicable bankruptcy laws or any other Applicable Law or statute of Canada or other applicable jurisdiction or any subdivision thereof; or | | --- | --- | | (vi) | been adjudged by a court having jurisdiction a bankrupt or insolvent, nor has a decree or order of a court having jurisdiction been entered for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy of any Obligor with such decree or order having remained in force and undischarged or unstayed for a period of 30 days. | | --- | --- | | (j) | Tax Returns and Taxes. Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books. | | --- | --- | | (k) | Expropriation or Condemnation. There is no present or threatened (in writing) expropriation or condemnation of the property or assets of any Obligor. | | --- | --- | | (l) | Environmental Compliance. | | --- | --- | | (i) | All facilities and property (including underlying groundwater) now or previously owned, leased, used or operated by each Obligor are owned or leased in compliance with all Environmental and Social Laws except where any non-compliance could not reasonably be expected to have a Material Adverse Effect; | | --- | --- | | (ii) | Except as disclosed in Schedule O, there are no pending or threatened (in writing) claims, complaints, notices or requests for information received by any Obligor from any Official Body with respect to any alleged violation of any Environmental and Social Law which alleged violation could reasonably be expected to have a Material Adverse Effect; | | --- | --- | | (iii) | There have been no Releases of any Hazardous Materials or any escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials at, on, under or from any property now or previously owned, operated, used or leased by any Obligor in violation of Environmental and Social Laws except for Releases of any Hazardous Materials or release which could not reasonably be expected to have a Material Adverse Effect; | | --- | --- | | (iv) | Each Obligor has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations under any Environmental and Social Laws to carry on its business except where any non-compliance could not reasonably be expected to have a Material Adverse Effect; and | | --- | --- |

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| --- | | (v) | No conditions exist at, on or under any property now or previously owned, operated, used or leased by any Obligor which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental and Social Law except for the existence of any such conditions which could not reasonably be expected to have a Material Adverse Effect. | | --- | --- | | (m) | Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Equinox’s shares are traded on a Canadian stock exchange or a stock exchange designated under subsection 262(1) of the Tax Act and Equinox’s most recent audited balance sheet states that it has net assets of at least Cdn.$75,000,000. Each Borrower operates in a country that is a member of the Financial Action Task Force. | | --- | --- | | (n) | Partnerships. No Obligor, is, directly or indirectly, a member of, or a partner or participant in, any partnership, joint venture or syndicate. | | --- | --- | | (o) | Corporate Structure. As at the date hereof, and hereafter, except as such information may change as a result of a transaction permitted hereby and reported to the Administrative Agent in accordance with Section 11.1(b)(iii), the chart attached hereto as Schedule G accurately sets out the corporate structure of the Obligors and evidences (i) intercorporate share ownership and (ii) mine ownership. | | --- | --- | | (p) | Employee Benefit Plans and Pension Plans. Each Employee Benefit Plan is in compliance in all material respects with all Applicable Laws and the respective requirements of the governing documents for such plan. Except as disclosed in Schedule N, no Obligor has implemented any Pension Plan. With respect to any Employee Benefit Plan maintained or contributed to by any Obligor, reasonable reserves have been established in accordance with prudent business practice or where required by best accounting practices in the jurisdiction in which such plan is maintained having regard to tax legislation. The aggregate unfunded liabilities, after giving effect to any reserves for such liabilities, with respect to all Employee Benefit Plans could not be reasonably expected to result in a Material Adverse Effect. | | --- | --- | | (q) | Mining Licenses. The Mining Licenses have been validly granted and recorded in the name of, and are owned by the applicable Subsidiary of Equinox and are in full force and effect, except as provided in the Perfection Certificates or Title Opinions. The Administrative Agent for the benefit of the Finance Parties pursuant to the Security Documents has or will have a Lien on the Mining Licenses upon the execution, delivery and, where required, registration of the Security Documents to which the relevant Subsidiary of Equinox is a party. The Mining Licenses grant the holders thereof the exclusive right to extract minerals from the areas covered by the Mining Licenses in accordance with the respective terms and conditions thereof and applicable thereto. Except as disclosed in the Perfection Certificates or Title Opinions, as such disclosure may be updated from time to time to the extent required pursuant to Section 11.1(b): (i) no Person has any material right, title or interest in or to the Mining Licenses other than Permitted Liens; and (ii) except for Permitted Liens, all fees, including maintenance fees, and other payments due to any Official Body in respect of the Mining Licenses have been paid in full on a timely basis, except as would not materially interfere with the use made by the applicable Obligor of the Mining Licenses. | | --- | --- |

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(r)	Authorizations for the Mining Operations. All material authorizations (including those required<br>under Environmental and Social Laws), concessions, mining rights, water rights, easements, leases, surface rights, rights of way<br>and other property rights and other rights necessary for the Mining Operations as of the relevant date this representation is made<br>and necessary for maintaining and preserving the rights of the relevant Obligors therein are in full force and effect and are sufficient<br>to permit the Mining Operations in all material respects as contemplated by the Mine Plan, in each case other than those which<br>(i) are not now necessary and which are expected to be obtained in the ordinary course of business by the time they are necessary<br>(those that are in existence as at the date hereof with respect to presently planned future operations are listed in the relevant<br>Perfection Certificates) or (ii) the failure to have or to obtain in due course would not reasonably be expected to result in a<br>Material Adverse Effect. No Obligor has taken any action or omitted to take any action, and to, the Knowledge of Equinox, no other<br>Person has taken any action or omitted to take any action, which could result in the forfeiture, loss, adverse change, non-renewal<br>or non-issuance of any such authorization, concession, mining right, water right, easement lease, surface right, right-of-way,<br>property right or other right which has or would reasonably be expected to have a Material Adverse Effect.
(s)	Perfection Certificates. Other than as may be updated from time to time pursuant to Section 11.1(b),<br>all information in each Perfection Certificate is hereby certified to be true and correct in all material respects as at the date<br>of delivery of such Perfection Certificate.
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(t)	Assets Insured. The property and assets of each Obligor are insured with insurers, in amounts,<br>for risks and otherwise which are reasonable in relation to such property and assets (subject to the amount of such deductibles<br>as are reasonable and normal in the circumstances) against loss or damage, and there has been no default or failure by the party<br>or parties insured under the provisions of such policies of insurance maintained which would prevent the recovery by any Obligor<br>insured thereunder of the full amount of any material insured loss.
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(u)	Intellectual Property. Each Obligor owns or licenses or otherwise has the right to use all<br>Intellectual Property that is used in the operation of its businesses without conflict with the rights of any other Person (other<br>than any Intellectual Property the absence of which or any such conflict with respect to which would not reasonably be expected<br>to have a Material Adverse Effect). No Obligor has received any notice of any claim of infringement or similar claim or proceeding<br>relating to any of the Intellectual Property which if determined against such Obligor could reasonably be expected to have a Material<br>Adverse Effect. No present or former employee of any Obligor and no other Person owns or claims in writing to own or has or claims<br>in writing to have any interest, direct or indirect, in whole or in part, in any of the Intellectual Property of such Obligor that<br>could reasonably be expected to have a Material Adverse Effect.
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(v)	Capital of Obligors. The authorized and issued capital of each Obligor (other than Equinox)<br>and the owner of record of all such issued capital, is as set forth in the Perfection Certificate of such Obligor and all of the<br>issued Shares have been issued by each Obligor and are outstanding as fully paid and, where applicable, non-assessable. There are<br>no outstanding warrants, options or other agreements which require or may require the issuance of any Shares of any Obligor (other<br>than Equinox) or the issuance of any debt or securities convertible into Shares of any Obligor (other than Equinox), there are<br>no outstanding debt or securities convertible into Shares of any Obligor (other than Equinox) and there are no Shares allotted<br>for issuance. There is no unanimous shareholder agreement with respect to any Obligor.
(w)	Liens. The Liens granted to the Administrative Agent pursuant to the Security Documents<br>are fully perfected first priority Liens (except in the case of any Security Document the perfection of which is subject to the<br>delivery of the Post-Closing Deliverables set out in Section 11.1(w) and only for the period of time as set out therein) in and<br>to the Secured Assets of the relevant Obligor in accordance with the Security Documents, subject only to Permitted Liens which<br>by their nature rank in priority to the Security and will, upon the acquisition of additional Secured Assets by each Obligor, constitute<br>first charges or security interests upon all such Secured Assets of each such Obligor free and clear of all Liens except Permitted<br>Liens.
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(x)	Consents, Approvals, etc. No consents, approvals, acknowledgements, undertakings, non-disturbance<br>agreements, directions or other documents or instruments which have not already been provided to the Administrative Agent are required<br>to be entered into by any Person (i) to make effective the Security created or intended to be created by the Obligors in favour<br>of the Administrative Agent pursuant to the Security Documents, (ii) to ensure the perfection and the intended priority of such<br>Security other than the consents and approvals referred to in the last sentence of Section 10.1(c) and filings contemplated<br>under the Security Documents, including, without limitation, filing of UCC-3 continuation statements, and (iii) to implement the<br>transactions contemplated hereby.
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(y)	No Material Adverse Change. Since the date of the most recent audited financial statements<br>of Equinox furnished to the Administrative Agent pursuant to or in connection with any Finance Document, there has been no Material<br>Adverse Change.
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(z)	Anti-bribery Activities. No part of the proceeds of any Accommodation will be used by either<br>Borrower or any of its Subsidiaries, directly or, to the Knowledge of Equinox or any Subsidiary, indirectly, for any payments to<br>any governmental official or employee, political party, official of a political party, candidate for political office, or anyone<br>else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation<br>of anti-bribery and anti-corruption laws of Canada, the United Kingdom or the United States (including, for certainty, the Foreign<br>Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder).
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(aa)	Sanctions Laws. None of the transactions contemplated by the Finance Documents violates<br>any Sanctions. Furthermore, Equinox nor any of its Subsidiaries (including, in the case of Equinox and its Subsidiaries, their<br>respective directors, officers, employees and agents) is a Sanctioned Person and Equinox nor any of its Subsidiaries (including,<br>in the case of Equinox and its Subsidiaries, their respective directors, officers, employees and agents) engages in any dealings<br>or transactions, or is otherwise associated, with a Sanctioned Person.
(bb)	Anti-Money Laundering Legislation. Equinox and its Subsidiaries has adopted and maintains<br>adequate procedures and controls to ensure that it is in compliance with all Anti-Money Laundering Legislation.
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(cc)	Investment Company Act. None of Equinox, nor any Person controlling Equinox, nor any Subsidiary<br>of Equinox is or is required to be registered as an “investment company” under the Investment Company Act of<br>1940.
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(dd)	Regulation T, U or X. Neither Borrower is engaged in the business of extending credit for<br>the purpose of purchasing or carrying margin stock, and no proceeds of any credit obtained hereunder shall be used for a purpose<br>which violates, or would be inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve System of<br>the United States or any successor thereto (“F.R.S. Board”). Terms for which meanings are provided in Regulation<br>T, U or X of the F.R.S. Board or any regulations substituted therefor, as from time to time in effect, are used in this Section<br>with such meanings.
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(ee)	Location of Assets. No Obligor carries on business, has an office or owns any properties<br>or assets located, outside of the Permitted Jurisdictions.
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(ff)	No Omissions. None of the representations and statements of fact set forth in this Section 10.1<br>omits to state any material fact necessary to make any such representation or statement of fact not misleading in any material<br>respect.
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(gg)	Immaterial Subsidiaries. No Immaterial Subsidiary carries on any business nor has assets<br>or liabilities, in each case exceeding (i) prior to June 30, 2020, $15,000,000, and (ii) thereafter, $5,000,000.
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(hh)	Royalty and Stream Agreements. There are no royalties, net smelter return obligations, streaming<br>or prepaid delivery arrangements, production-based Taxes or similar levies on mineral production payable with respect to any mine<br>owned by an Obligor except the Existing Stream Agreements and the Royalties. Other than as referenced in the Existing Stream Agreement,<br>each such agreement is unamended, there are no overdue amounts owing thereunder and no Obligor is in default under or in breach<br>of, in either case in any material respect, of any term or condition thereof. There are no material disputes with respect to the<br>calculation of payments under any Existing Stream Agreement. Each Existing Stream Agreement is unsecured and no Lien or other security<br>interest has been granted to any Person in support of or in connection therewith.
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(ii)

Indigenous Claims. Each Obligor is complying in all material respects with all Applicable Laws in respect of indigenous rights, indigenous title and treaty rights of each relevant Indigenous Group. There are no outstanding or threatened (in writing) Indigenous Claims which, if determined in a manner adverse to the relevant Obligor, would reasonably be expected to result in a Material Adverse Effect. No Obligor has received written notice, nor has it been informed by any Official Body of the receipt by an Official Body of any notice, regarding any material Indigenous Claim. Other than as disclosed in writing to the Administrative Agent, there are no impact and benefits agreements, memorandums of understanding, compensation or partnership agreements or any other agreements of the same nature with any Indigenous Groups materially affecting the Mesquite Mine, the Aurizona Mine or the Los Filos Mine.

10.2

Survival of Representations and Warranties

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All of the representations and warranties of the Borrowers contained in Section 10.1 shall survive the execution and delivery of this agreement until the Secured Obligations Termination Date, notwithstanding any investigation made at any time by or on behalf of any Finance Party.

Article 11

COVENANTS

11.1	Affirmative Covenants

The Borrowers hereby covenant and agree with the Administrative Agent and the other Finance Parties that, until the Secured Obligations Termination Date, and unless waived in writing in accordance with Section 14.14:

(a)	Prompt Payment. The Borrowers shall duly and punctually pay, or cause to be duly and punctually<br>paid to the Finance Parties all amounts payable by each Obligor under the Finance Documents to which it is a party at the times<br>and places and in the currency and manner mentioned therein.
(b)	Financial Reporting. The Borrowers shall furnish each Lender with the following statements<br>and reports:
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(i)	within 90 days after the end of each Fiscal Year, (x) copies of the audited consolidated financial<br>statements of Equinox for such Fiscal Year together with the auditors’ report on such audited financial statements in form<br>and substance satisfactory to the Lenders, (y) a chart setting out the corporate structure of the Obligors, whether direct or indirect,<br>and evidencing (i) intercorporate share ownership and (ii) mine ownership and (z) unaudited non-consolidated financial statements<br>of Solius for such Fiscal Year;
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| --- | | (ii) | within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year the unaudited consolidated financial statements of Equinox in form and substance satisfactory to the Lenders; | | --- | --- | | (iii) | concurrent with the deliveries of financial statements pursuant to any of clauses (i) and (ii) above, a duly executed and completed compliance certificate, in the form attached as Schedule B hereto and signed by a senior financial officer of Equinox, a Quarterly Report and written notification of any material change in the information certified in the Perfection Certificates. For the purposes of this Section 11.1(b)(iii), a change shall be deemed to be “material” if the non-notification of same to the Administrative Agent would result in any of the present and future property, assets and undertaking of any Obligor not being subject to a Lien in favour of the Administrative Agent pursuant to one or more Security Documents; | | --- | --- | | (iv) | within 90 days after the end of each Fiscal Year, (i) a Mine Plan, (ii) Equinox’s updated financial model (in a format agreed between Equinox and the Administrative Agent) based on the Life of Mine and (iii) a report on all tailings storage facilities maintained by or on behalf of each Obligor (in a format agreed between Equinox and the Administrative Agent); | | --- | --- | | (v) | within 60 days after the end of each Fiscal Year, a consolidated annual operating budget of Equinox; and | | --- | --- | | (vi) | such other statements, reports, documents and information as the Majority Lenders may reasonably request from time to time, including, without limitation, any information or documentation reasonably requested by a Lender from time to time based on applicable “know your customer” and Applicable Laws pertaining to Anti-Corruption Laws and Anti-Money Laundering Laws. | | --- | --- |

Information required to be delivered with respect to Equinox pursuant to Sections 11.1(b)(i) and 11.1(b)(ii) shall be deemed to have been delivered on the date on which such information has been posted at www.sedar.com or at another website identified by Equinox by notice to the Administrative Agent and accessible by the Lenders without charge.

(c)

Use of Proceeds. The Borrowers shall apply all of the proceeds of the Credit Facilities for general corporate purposes, including the repayment of existing debt. The Borrowers shall not, directly or indirectly, use the proceeds of the Credit Facilities, or lend, contribute or otherwise make available such proceeds to any Person, for the purpose of funding or facilitating any business of or with any Sanctioned Person or in any Restricted Country, nor in any other manner, in each case as will result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any Person (including any Person participating in the transactions contemplated hereby, whether as Lender or otherwise). The Borrowers shall not drawdown credit under either Credit Facility for the purpose of paying any principal amount of Indebtedness owing (A) to Mubadala pursuant to the First Mubadala Convertible Debenture or (B) to Pac Road pursuant to the Pac Road Convertible Debentures.

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(d)

Insurance. The Borrowers shall, and shall cause each other Obligor to, insure and keep insured, with insurers, for risks, in amounts in a manner consistent with industry practice and otherwise upon terms satisfactory to the Lenders acting reasonably, all of such Obligor’s assets, property and undertaking. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Lenders in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of any premises for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the relevant Obligor when due, and certificates of insurance and, if requested, photocopies of the policies shall be delivered to the Administrative Agent. The Borrowers shall promptly notify the Lenders of any loss, damage, or destruction to the relevant Secured Assets, whether or not covered by insurance, in excess of $10,000,000. In the absence of any Default or Event of Default and except as otherwise provided in this Section 11.1(d), the Borrowers shall have the right to determine, whether and to what extent such insurance proceeds shall be used for repair or replacement, or prepayment of the Secured Obligations in accordance with Section 9.5(a). If the aggregate amount of such insurance proceeds derived from damage to, or the loss or destruction of, assets (other than in respect of an insurance claim for a lost or stolen shipment of Saleable Product) is expected to exceed $10,000,000 or any Default or Event of Default shall be continuing, the Majority Lenders may determine, in their sole discretion, whether such proceeds shall be used for repair, replacement or such other purpose as the Majority Lender may see fit including, without limitation, the permanent repayment of the NRT Facility in inverse order of maturity until repaid in full and thereafter to the repayment of the RT Facility. If neither an Event of Default nor a Default exists and the aggregate insurance proceeds are expected to be less than $10,000,000, the relevant Obligor may negotiate a settlement regarding such proceeds, with the insurance company and the Administrative Agent shall forward such proceeds to the relevant Obligor, subject to Section 9.5(a). If, however, an Event of Default or a Default exists, or the aggregate insurance proceeds are expected to be equal to or in excess of $10,000,000, the Administrative Agent shall collect the insurance proceeds directly and no Obligor shall enter into any settlement agreement with the applicable insurance company without the prior written consent of the Administrative Agent. For certainty, any insurance proceeds arising from the relevant Secured Assets on or after the Enforcement Date shall be applied in accordance with Section 14.23 of the Credit Agreement.

(e)

Access to Senior Financial Officers. Upon the request of the Administrative Agent at reasonable intervals, the Borrowers shall, and shall cause each other Obligor to, make available its senior financial and technical officers to answer questions concerning such Obligor’s business and affairs.

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(f)	Reimbursement of Expenses. The Borrowers shall (i) reimburse the Administrative Agent<br>on demand for all reasonable and documented out-of-pocket costs, charges and expenses incurred by or on behalf of the Administrative<br>Agent (including, without limitation, the reasonable and documented fees, disbursements and other charges of (I) one primary counsel<br>and any local or special counsel to the Administrative Agent, and (II) any insurance, environmental or other consultants (which<br>fees shall include, for certainty, the costs for environmental and insurance audits and studies required by the Administrative<br>Agent)) in connection with its due diligence as well as the negotiation, preparation, execution, delivery, syndication, participation,<br>administration and interpretation of the Finance Documents or the amendment, modification, interpretation, enforcement or waiver<br>hereof or thereof, and the closing documentation ancillary to the completion of the transactions contemplated hereby and thereby<br>and any amendments and waivers hereto and thereto (whether or not consummated or entered into), the charges of Intralinks and any<br>lien search fees and lien registration fees, (ii) reimburse each Finance Party’s agents or officers, on demand, for all reasonable<br>out-of-pocket expenses of such agents or officers in connection with any visit of the nature referred to in Section 11.1(h),<br>and (iii) reimburse the Administrative Agent and the Lenders, on demand, for all out-of-pocket costs, charges and expense<br>incurred by or on behalf of any of them (including the fees, disbursements and other charges of counsel) in connection with the<br>enforcement of the Finance Documents.
(g)	Notice of Expropriation or Condemnation, Litigation and Default/Event of Default. The Borrowers<br>shall promptly notify the Lenders in writing of:
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(i)	the commencement or the written threat of any expropriation or condemnation of any material assets,<br>property or undertaking of any Obligor or of the institution of any proceedings related thereto;
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(ii)	any actions, suits, inquiries, disputes, claims or proceedings (whether or not purportedly on behalf<br>of an Obligor) commenced or threatened in writing against or affecting an Obligor before any Official Body which in any case or<br>in the aggregate could reasonably be expected to have a Material Adverse Effect;
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(iii)	any material developments in respect of any litigation disclosed to the Administrative Agent pursuant<br>to paragraph (ii), above;
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(iv)	upon the occurrence of either a Default or an Event of Default, the nature and date of occurrence<br>of such Default or Event of Default, the Borrowers’ assessment of the duration and effect thereof and the action which the<br>Borrowers propose to take with respect thereto;
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(v)	any non-compliance by an Obligor with the Environmental and Social Laws or any Corrective Action<br>Plan which could reasonably be expected to result in a Material Adverse Effect; and
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| --- | | (vi) | any amendments, waivers or consents to the Franco-Nevada Documents, the Convertible Debentures Documents and/or Sandstorm Documents not otherwise prohibited by Section 11.2(m) together with copies of such amendments, waivers and consents. | | --- | --- | | (h) | Inspection of Assets and Operations. The Borrowers shall, and shall cause each Obligor to, permit representatives of the Administrative Agent and the Lenders from time to time to inspect the assets, property or undertaking (including, for certainty, any particular mine) of any Obligor and for that purpose to enter on any property which is owned and controlled by any Obligor and where any of the assets, property or undertaking of any Obligor may be situated during reasonable business hours and, unless a Default has occurred and is continuing, upon reasonable prior written notice. All such inspections while a Default has occurred and is continuing and otherwise up to one inspection per Fiscal Year shall be at the cost of the Borrowers. | | --- | --- | | (i) | Corporate Existence. The Borrowers shall, and shall cause each other Obligor to, maintain its corporate existence in good standing and qualify and remain duly qualified to carry on business and own property in each jurisdiction where the nature of its business makes such qualification necessary. | | --- | --- | | (j) | Conduct of Business. The Borrowers shall, and shall cause each other Obligor to, conduct its business according to good, safe and prudent industry practice, and otherwise in such a manner so as to comply with all Applicable Laws, so as to observe and perform all its obligations under leases, licences and agreements necessary for the proper conduct of its business and so as to preserve and protect its property and assets and the earnings, income and profits therefrom, except where such non-compliance, non-observance or non-performance could reasonably be expected to have a Material Adverse Effect (save and except for Anti-Corruption Laws and Sanctions which shall not be so qualified by a Material Adverse Effect). The Borrowers shall, and shall cause each other Obligor to, conduct its business in such a manner so as to comply with all Environmental and Social Laws except where any non-compliance could not reasonably be expected to result in a Material Adverse Effect. The Borrowers shall ensure that all operations in respect of the Leagold Mines comply in all material respects with any Corrective Action Plan and the HSEC Policy. The Borrowers shall, and shall cause each other Obligor to, perform all obligations incidental to any trust imposed upon it by statute and shall ensure that any breaches of the said obligations and the consequences of any such breach shall be promptly remedied. The Borrowers shall, and shall cause each other Obligor to, obtain and maintain all material licenses, permits, government approvals, franchises, authorizations and other rights necessary for the operation of its business except where failure to so obtain such licenses, permits, government approvals, franchises, authorizations and rights would not reasonably be expected to have a Material Adverse Effect. In the event of any material non-compliance with the Environmental and Social Laws, the HSEC Policy or any Corrective Action Plan, Equinox shall, or shall cause the appropriate Obligor to, develop or modify, as applicable, and implement a Corrective Action Plan acceptable to the Majority Lenders, acting reasonably. | | --- | --- |

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(k)	Taxes. The Borrowers shall pay, and shall cause each other Obligor to pay, all material<br>Taxes levied, assessed or imposed upon it and upon its property or assets or any part thereof, as and when the same become due<br>and payable, save and except when and so long as the validity of any such Taxes is being contested in good faith by appropriate<br>proceedings and reserves are being maintained in accordance with generally accepted accounting principles.
(l)	Environmental Matters. The Borrowers shall, and shall cause each other Obligor to, promptly<br>notify the Administrative Agent and provide copies upon receipt (and in any event no later than 10 Banking Days following such<br>receipt) of all material written claims, complaints, notices or inquiries relating to the condition of its facilities and properties<br>or material compliance with Environmental and Social Laws and shall proceed diligently to resolve any such claims, complaints,<br>notices or inquiries relating to material compliance with Environmental and Social Laws and provide such information and certifications<br>which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 11.1(l).
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(m)	Leverage Ratio. Equinox shall at all times maintain the Leverage Ratio at less than or equal<br>to 3.50 to 1 and shall calculate the Leverage Ratio as at the last day of each Fiscal Quarter.
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(n)	Tangible Net Worth. Equinox shall at all times maintain its Tangible Net Worth to be greater<br>than or equal to the sum of $550,000,000.
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(o)	Interest Service Coverage Ratio. Equinox shall at all times maintain the Interest Service<br>Coverage Ratio at greater than or equal to 4.00 to 1 and shall calculate the Interest Service Coverage Ratio as at the last day<br>of each Fiscal Quarter.
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(p)	Minimum Liquidity. Equinox shall at all times maintain Liquidity in an amount greater than<br>or equal to $50,000,000.
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(q)	Books and Records. The Borrowers shall, and shall cause each Obligor to, keep proper books<br>of account and records covering all its business and affairs on a current basis, make full, true and correct entries of its transactions<br>in such books, set aside on its books from their earnings all such proper reserves as required by generally accepted accounting<br>principles and permit representatives of the Administrative Agent to inspect such books of account, records and documents and to<br>make copies therefrom during reasonable business hours and upon reasonable notice and to discuss the affairs, finances and accounts<br>of such Obligor with its auditors during reasonable business hours and upon reasonable notice. The Borrowers will, and shall cause<br>each Obligor to, permit the Finance Parties or any of their respective representatives during reasonable business hours to inspect<br>any and all of its properties and operations (including any particular mine), to visit all of its offices or any other location<br>where relevant personnel or records are located, to discuss its financial matters with its officers, its banks and its independent<br>chartered accountants and certified public accountants, as the case may be, (and hereby authorises such independent chartered accountants<br>or certified public accountants, as the case may be, to discuss its financial matters with any of the foregoing persons or its<br>representatives whether or not any representative of the relevant Obligor is present) and to examine (and photocopy extracts from)<br>any of its books or other corporate records or any instrument, document or correspondence. All such inspections while a Default<br>has occurred and is continuing and otherwise up to one inspection per Fiscal Year shall be at the cost of the Borrowers.
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(r)	Change of Name or Jurisdiction of Formation. If any Obligor changes its legal name or its<br>jurisdiction of formation or the jurisdiction of its location for the purposes of Section 7(1) of the PPSA or adopts a French form<br>of its legal name, the Borrowers shall promptly notify the Lenders in writing of the details of such change or adoption and shall<br>do all things necessary or advisable, in the reasonable opinion of the Lenders and their counsel, to ensure that the rights of<br>the Finance Parties under the Finance Documents are maintained notwithstanding any such change of name or domicile.
(s)	Guarantors. No more than 30 days after the incorporation of a Subsidiary (other than an<br>Immaterial Subsidiary) of Equinox or Equinox directly or indirectly acquires a Subsidiary (other than an Immaterial Subsidiary):
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(i)	the Borrowers shall cause such Subsidiary to duly execute and deliver to the Administrative Agent<br>a Guarantee;
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(ii)	the Borrowers shall, and shall cause such Subsidiary to, duly execute and deliver to the Administrative<br>Agent one or more Security Documents in order to charge all of such Subsidiary’s Secured Assets as security for its Secured<br>Obligations and to charge all of such Subsidiary’s Shares as security for the Secured Obligations of the owner of such Shares;
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(iii)	the Borrowers shall deliver, or cause to be delivered to, the Administrative Agent, in form and<br>substance satisfactory to the Administrative Agent:
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(A)	a duly certified copy of the articles of incorporation or similar documents and by-laws of such<br>Subsidiary;
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(B)	a certificate of status or good standing for such Subsidiary issued by the appropriate governmental<br>body or agency of the jurisdiction in which such Subsidiary is incorporated, if applicable;
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(C)	a duly certified copy of the resolution of the board of directors or shareholders of such Subsidiary<br>authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Subsidiary is a signatory<br>and a duly certified copy of the resolution of the board of directors or shareholders (if required under the constating documents<br>or by-laws of such Subsidiary) of such Subsidiary authorizing the pledge of all of its issued and outstanding shares to the Administrative<br>Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the<br>relevant Security Documents;
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| --- | | (D) | a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign each Finance Document to which such Subsidiary is a signatory; | | --- | --- | | (E) | a Perfection Certificate signed by an officer of such Subsidiary; | | --- | --- | | (F) | share certificates representing all of the issued and outstanding Shares of such Subsidiary (to the extent such shares are certificated), in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney or as otherwise required under Applicable Law; | | --- | --- | | (G) | an opinion of such Subsidiary’s counsel addressed to the Finance Parties and their counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the applicable Finance Documents in, inter alia, the jurisdiction of incorporation of such Subsidiary and such other matters as the Administrative Agent may reasonably request; | | --- | --- | | (H) | title insurance or a Title Opinion, to the extent appropriate; and | | --- | --- | | (I) | requisite information to identify each such Subsidiary under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification to their satisfaction; | | --- | --- | | (iv) | the Borrowers shall cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the shares of such Subsidiary; | | --- | --- | | (v) | the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and | | --- | --- | | (vi) | except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are desirable or required to make effective the Security and the intended first-ranking priority of such Security following the registration and recordation of such documents and instruments; | | --- | --- |

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whereupon Schedule M hereto shall be deemed to be amended to add such Subsidiary thereto effective as of the date of formation or acquisition of such Subsidiary, as applicable. For greater certainty, notwithstanding the aforementioned 30 day period which the Borrowers have to cause such Subsidiary to, among other things, execute and deliver a Guarantee, such Subsidiary shall, for all purposes of this agreement, be a Guarantor hereunder on the date it became a Subsidiary.

(t)	Maintenance of Assets. The Borrowers shall, and shall cause each other Obligor to, maintain<br>in good repair, working order and condition (reasonable wear, tear and obsolescence excepted) all of its assets, including, without<br>limitation, the assets relating to or used in connection with any particular mine (whether owned or held under lease) all in accordance<br>with generally accepted international engineering and operating practices and international mining standards, and from time to<br>time make or cause to be made all needed and appropriate repairs, renewals, replacements, additions and improvements thereto consistent<br>with generally accepted international engineering and operating practices and international mining standards.
(u)	Capital. The Borrowers shall not, and shall not suffer or permit any Guarantor to, issue<br>Shares unless the Shares are issued to another Obligor and are pledged to the Administrative Agent pursuant to a Security Document.
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(v)	Keepwell. Each Qualified ECP Guarantor jointly and severally absolutely, unconditionally<br>and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honour<br>all of its obligations under its Guarantee in respect of Secured Obligations incurred pursuant to a Risk Management Agreement (provided,<br>however, that each Qualified ECP Guarantor shall only be liable under this Section 11.1(v) for the maximum amount of such liability<br>that can be hereby incurred without rendering its obligations under this Section 11.1(v), or otherwise under its Guarantee voidable<br>under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations<br>of each Qualified ECP Guarantor under this Section 11.1(v) shall remain in full force and effect until discharged in accordance<br>with the provisions of its Guarantee, as applicable. Each Qualified ECP Guarantor intends that this Section 11.1(v) constitute,<br>and this Section 11.1(v) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of<br>each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
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(w)	Post-Closing Deliverables. Each Obligor shall deliver to the Administrative Agent or its<br>counsel each of the following items (collectively, the “Post-Closing Deliverables”) on or prior to the dates<br>set out below, all of such Post-Closing Deliverables to be in form and substance satisfactory to the Administrative Agent:
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(i)	[Redacted], evidence that each of the Security Documents set out at items 30, 34, 36, 38, 40, 42<br>and 43 of Part (B) of Schedule I (collectively, the “Brazilian Amendments”) were registered with the relevant<br>registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentose cartórios de registro de imóveis);
(ii)	[Redacted], a duly registered counterpart of each Brazilian Amendment with the relevant registries<br>of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentos e cartóriosde registro de imóveis);
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(iii)	[Redacted], evidence that the Security Document set out at item 43 of Part (B) of Schedule I<br>(the “First Amendment to the Mining Concessions Pledge Agreement”) was duly filed for annotation before the<br>National Mining Agency (Agencia Nacional de Mineracão) (the “ANM”);
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(iv)	[Redacted], a duly registered counterpart of the First Amendment to the Mining Concessions Pledge<br>Agreement before ANM, provided that in the event the Pledgors (as defined in the First Amendment to the Mining Concessions Pledge<br>Agreement) are not able to comply with the aforementioned term for registration with the ANM (not including any of the terms for<br>filing referred to in Section 11.1(w)(i)), the Administrative Agent shall grant successive extensions of such term for three (3)<br>additional months, provided that: (i) the Pledgors confirm in writing, in form and substance reasonably satisfactory to the Administrative<br>Agent, the existence of a first rank priority lien in favour of the Finance Parties over the Pledged Mineral Rights (as defined<br>in the First Amendment to the Mining Concessions Pledge Agreement), subject only to the pending ANM’s registration, and (ii)<br>that the Pledgors (as defined in the First Amendment to the Mining Concessions Pledge Agreement) will use their commercially reasonable<br>efforts to follow up regularly with the ANM regarding such registration;
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(v)	[Redacted], provide evidence that (a) the banks where the bank accounts listed in Schedule B to<br>the Security Document set out at item 40 of Part (B) of Schedule I (the “First Amendment to the Credit Rights andAccounts Pledge Agreement”) are held and (b) the other counterparties of the agreements listed in Schedule B to the First<br>Amendment to the Credit Rights and Accounts Pledge Agreement have been duly notified of the Pledge (as defined in the First Amendment<br>to the Credit Rights and Accounts Pledge Agreement) over the New Pledged Credit Rights (as defined in the First Amendment to the<br>Credit Rights and Accounts Pledge Agreement) and have been given instructions to follow any request from the Administrative Agent<br>as to where payments shall be made as they fall due and/or after the Enforcement Date, substantially in accordance with the terms<br>of the notice form referred to in the First Amendment to the Credit Rights and Accounts Pledge Agreement. The obligation to send<br>such notices shall be considered fulfilled by the Pledgor (as defined under the First Amendment to the Credit Rights and Accounts<br>Pledge Agreement) once such notices are delivered by registered mail with acknowledgement of receipt (aviso de recebimento<br>– AR) or are hand delivered with evidence of signature of recipient confirming receipt thereof (protocolo de recebimento)<br>or in any other manner acceptable to the Administrative Agent;
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| --- | | (vi) | [Redacted], evidence that each of the Security Documents set out at items 31-33, 35, 37, 39, 41 and 44 of Part (B) of Schedule I (collectively, the “New Brazilian Security Agreements”) were filed for registration with the relevant registries of deeds and documents and real estate registries offices (cartórios de registrode títulos e documentos e cartórios de registro de imóveis); | | --- | --- | | (vii) | [Redacted], evidence that such New Brazilian Security Agreements were registered with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentose cartórios de registro de imóveis); | | --- | --- | | (viii) | [Redacted], a duly registered counterpart of each New Brazilian Security Agreement with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentose cartórios de registro de imóveis); | | --- | --- | | (ix) | [Redacted], evidence that the Security Document set out at item 44 of Part (B) of Schedule I (the “New Mining Concessions Pledge Agreement”) and its corresponding Release Letter (as defined in Section 11.1(w)(xiv)) were duly filed for annotation before the ANM; | | --- | --- | | (x) | [Redacted], a duly registered counterpart of the New Mining Concessions Pledge Agreement and its corresponding Release Letter (as defined in Section 11.1(w)(xiv)) before the ANM, provided that in the event the Pledgors (as defined in the New Mining Concessions Pledge Agreement) are not able to comply with the aforementioned term for registration with the ANM (not including any of the terms for filing referred to in Section 11.1(w)(i)), the Administrative Agent shall grant successive extensions of such term for three (3) additional months, provided that: (i) the Pledgors (as defined in the New Mining Concessions Pledge Agreement) confirm in writing, in form and substance reasonably satisfactory to the Administrative Agent, the existing of a first rank priority lien in favour of the Finance Parties over the Pledged Mineral Rights (as defined in the New Mining Concessions Pledge Agreement), subject only to the pending ANM registration, and (ii) that the Pledgors (as defined in the New Mining Concessions Pledge Agreement) will use their commercially reasonable efforts to follow up regularly with the ANM regarding such registration; | | --- | --- |

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| --- | | (xi) | [Redacted], evidence that each of the third parties disclosed in the Security Document set out at item 41 of Part (B) of Schedule I (the “New Credit Rights Pledge Agreement”) (including the account banks and counterparties to the agreements set out in the disclosure schedules attached thereto), were duly notified of, interalia, the corresponding Release Letter (as defined in Section 11.1(w)(xiv) below) and the creation of the Security pursuant to the New Credit Rights Pledge Agreement, and such third parties were given instructions to follow any request from the Administrative Agent as detailed in the New Credit Rights Pledge Agreement (collectively, the “Notices”). The obligation to send the Notices shall be considered fulfilled by the relevant Brazilian Obligors (as defined in Section 11.1(w)(xii) below) once the Notices are delivered by registered mail with acknowledgement of receipt (aviso de recebimento – AR) or are hand delivered with evidence of signature of recipient confirming receipt thereof (protocolo de recebimento) or in any other manner acceptable to the Administrative Agent; | | --- | --- | | (xii) | evidence (a) that the corporate approval documents that authorized each of the Obligors incorporated, organized and existing under Brazilian law (each a “Brazilian Obligor”) in connection with the entering into, performance and delivery of, inter alia, the Brazilian Amendments (collectively, “Equinox Brazilian Corporate Resolutions”), were duly filed for registration with the relevant boards of trade (juntas comerciais), [Redacted] and evidence that the Equinox Brazilian Corporate Resolutions were duly registered with the relevant boards of trade (juntas comerciais) [Redacted], and (b) that the corporate approval documents that authorized each of the Brazilian Obligors in connection with the entering into, performance and delivery of, inter alia, the New Brazilian Security Agreements, were duly registered with the relevant boards of trade (juntas comerciais), [Redacted]; | | --- | --- | | (xiii) | [Redacted], evidence that the amendment to the relevant Brazilian Obligor’s articles of association referred to in each New Brazilian Security Agreements was duly registered with the relevant board of trade (juntas comercial); | | --- | --- | | (xiv) | [Redacted], evidence that each of the release letters relating to the release of all security agreements previously entered into by the Restatement Date Obligors incorporated, organized and existing under Brazilian law in connection with the Leagold Credit Agreement (the “Release Letters”) were duly filed for registration with the relevant registries of deeds and documents and real estate registries offices (cartórios de registro de títulos e documentose cartórios de registro de imóveis); | | --- | --- | | (xv) | [Redacted], evidence that each Release Letter was registered with the relevant registries of deeds and documents, real estate registry offices (cartórios de registro de títulos e documentos e cartóriosde registro de imóveis) and the ANM; | | --- | --- |

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| --- | | (xvi) | [Redacted], a duly registered counterpart of each such Release Letter with the relevant registries of deeds and documents, real estate registries offices (cartórios de registro de títulos e documentos e cartóriosde registro de imóveis) and the ANM; | | --- | --- | | (xvii) | [Redacted], evidence that the Security Document set out at items 45 and 46 of Part (B) of Schedule I (the “Public Deed of Mortgages”) were filed (prenotacão) within 10 days from the Restatement Date before the relevant real estate registry offices (cartórios de registro de imóveis) (the “MortgageRegistry Offices”) with jurisdiction over the subject Material Brazilian Real Property; | | --- | --- | | (xviii) | [Redacted] (prenotacão) of the Public Deed of Mortgages, evidence that the Public Deed of Mortgages were registered with the Mortgage Registry Offices; | | --- | --- | | (xix) | [Redacted] of each Public Deed of Mortgage, a duly registered original counterpart of each Public Deed of Mortgage with the Mortgage Registry Offices and a certified copy of the updated certificate of record (certidãode matrícula) of each subject Material Brazilian Real Property, evidencing that each Public Deed of Mortgage was duly registered with the Mortgage Registry Offices; | | --- | --- | | (xx) | [Redacted], fully executed and notarized copies of each of the Mexican law governed Credit Documents set out in Schedule I; | | --- | --- | | (xxi) | [Redacted] evidence of registration of each of the Security Documents mentioned in items 53-58 of Part (B) of Schedule I with the Mexican Registry of Guaranties on Movable Assets (Registro Unico de Garantias Mobiliarias); | | --- | --- | | (xxii) | [Redacted], evidence of filing for registration of the Security Document set out at item 56 of Part (B) of Schedule I with the Mexican Public Registry of Mining (Registro Público de Minería); | | --- | --- | | (xxiii) | [Redacted], evidence of filing for registration of the Security Document set out at item 59 of Part (B) of Schedule I with the corresponding Mexican Public Registry of Property (Registro Publico de la Propiedad); | | --- | --- | | (xxiv) | [Redacted], evidence of registration of the Security Document set out at item 59 of Part (B) of Schedule I against all real property disclosed in such Security Document, with the corresponding Mexican Public Registry of Property (Registro Publico de la Propiedad); and | | --- | --- | | (xxv) | [Redacted], evidence of registration of the Security Document set out at item 56 of Part (B) of Schedule I, against all Mining Licenses disclosed in such Security Document, with the Mexican Public Registry of Mining (RegistroPúblico de Minería). | | --- | --- |

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| --- | | (x) | Violations of Anti-Money Laundering and Terrorism Laws. If it obtains actual knowledge that (i) any holder of a direct or indirect equity or financial interest in it or (ii) any Obligor is the subject of any enforcement action or restriction under the Anti-Corruption Laws, Anti-Money Laundering Legislation and/or Sanctions, the Borrowers shall promptly notify the Administrative Agent in writing thereof. Upon the request of the Administrative Agent, the Borrowers shall promptly provide any information the Administrative Agent believes is reasonably necessary to be delivered to comply with any Anti-Corruption Laws, Anti-Money Laundering Legislation, Sanctions and/or Applicable Laws pertaining to “know your customer” standards. | | --- | --- | | (y) | Regularization of Material Brazilian Real Property. Notwithstanding any other provision hereof or any provision of the Security Documents to the contrary, no Brazilian law deed of mortgage purporting to charge Material Brazilian Real Property will be required to be delivered to the Administrative Agent until the subject Material Brazilian Real Property has been regularized in accordance with the laws of Brazil, provided that once regularization of the subject Material Brazilian Real Property has been completed (the “Completion Date”), the Borrowers shall deliver or cause the relevant Obligor to deliver to the Administrative Agent, within 90 days of the Completion Date: | | --- | --- | | (i) | a deed of mortgage governed by the laws of Brazil, duly executed by the relevant Obligor; and | | --- | --- | | (ii) | an opinion of such Obligor’s counsel addressed to the Finance Parties and their counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of such deed of mortgage, and such other matters as the Administrative Agent may reasonably request. | | --- | --- | | 11.2 | Restrictive Covenants | | --- | --- |

(a)	Liens. The Borrowers shall not, and shall not permit or suffer any other Obligor to, enter<br>into or grant, create, assume or suffer to exist any Lien affecting any of their respective properties, assets or undertaking,<br>whether now owned or hereafter acquired, save and except only for the Permitted Liens.
(b)	Corporate Existence. The Borrowers shall not, and shall not permit or suffer any other Obligor<br>to, take part in any Corporate Reorganization or Capital Reorganization other than pursuant to a Permitted Reorganization.
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(c)	Disposition of Assets. The Borrowers shall not, and shall not suffer or permit the other<br>Obligors to, Dispose of any of their respective assets other than Dispositions of:
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(i)	inventory disposed of in the ordinary course of business (including pursuant to the Existing Stream<br>Agreements, Offtake Agreements and any carbon fines sales agreements);
(ii)	worn out, unserviceable or obsolete equipment;
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(iii)	property and assets of a Obligor to another Obligor, provided that if the disposing Obligor has<br>granted a Lien in favour of the Administrative Agent over the asset or property subject to such disposal, equivalent security over<br>such asset or property shall be granted in favour of the Administrative Agent by the acquiring Obligor substantially concurrently<br>with such Obligor’s acquisition of such asset or property, in each case, on terms and conditions satisfactory to the Administrative<br>Agent;
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(iv)	any Immaterial Subsidiary or any of their assets or property;
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(v)	Shares issued by Leagold Pilar Holdings B.V. and/or Pilar de Goias Desenvolvimento Mineral S.A.<br>and/or the assets comprised of the complex of underground gold mines known as the “Pilar Mine” owned and operated by<br>Pilar de Goias Desenvolvimento Mineral, S.A. covering approximately 17,800 hectares located 320 km from Brasilia in Goias State,<br>Brazil;
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(vi)	other assets of the Obligors the Net Disposition Proceeds of which in any Fiscal Year do not exceed<br>$10,000,000 for such Fiscal Year;
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each a “PermittedDisposition”,

and, in the case of (vi), provided that a Disposition will be deemed not to be a Permitted Disposition if a Default or Event of Default has occurred and is continuing at the time of such Disposition or would arise immediately after such Disposition as a result thereof. For the avoidance of doubt, a Restricted Forward Sale Transaction shall not constitute a commodity sale transaction in the ordinary course of business for the purposes hereof.

(d)	Risk Management Agreements. The Borrowers shall not, and shall not suffer or permit any<br>other Obligor to, enter into any Risk Management Agreement other than a Permitted Risk Management Agreement.
(e)	Amendments. The Borrowers shall not,
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(i)	nor shall the Borrowers suffer or permit any other Obligor to, amend their articles of incorporation<br>other than in connection with a Permitted Reorganization;
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(ii)	except as may be required by law or upon direction of any Official Body, suffer or permit any Obligor<br>to amend any Mining License (except for Brazilian mining rights at exploration stages in which an Obligor obtains negative exploration<br>results) if the effect would be to shorten its term, or otherwise would be more restrictive on the relevant Obligor in a manner<br>and to the extent that would materially adversely impact the then-current Mine Plan;
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| --- | | (iii) | amend any other Material Agreement if such amendment would reasonably be expected to have a Material Adverse Effect; and | | --- | --- | | (iv) | amend or modify the Existing Stream Agreements or the Royalties in any manner that increases or accelerates (or may potentially increase or accelerate) its liabilities thereunder nor grant any Lien or other security interest in favour of any Person in support of or in connection with any Existing Stream Agreements or Royalties other than Liens or security interests in existence as of the Restatement Date. | | --- | --- | | (f) | Distributions. The Borrowers shall not, and shall not suffer or permit any other Obligor to, declare or pay any Distributions except: | | --- | --- | | (i) | an Obligor may make a Distribution to another Obligor; and | | --- | --- | | (ii) | after the Leverage Ratio is less than or equal to 2.50:1.00 for two consecutive Fiscal Quarters, the Borrowers may make any Distribution provided that: (A) the Leverage Ratio prior to and immediately following such payment (calculated on a pro forma basis) is less than or equal to 2.50:1.00; (B) the Borrowers are in compliance with each of Sections 11.1(m), (n), (o) and (p) prior to and immediately following such payment (calculated on a pro forma basis); and (C) no Default or Event of Default is continuing or would be caused by such payment. | | --- | --- | | (g) | Indebtedness. The Borrowers shall not, and shall not suffer or permit any other Obligor to, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness. | | --- | --- | | (h) | Investments. The Borrowers shall not, and shall not permit any other Obligor to, make any Investments other than Permitted Investments. | | --- | --- | | (i) | Acquisitions. The Borrowers shall not, and shall not suffer or permit any other Obligor to, make any Acquisitions other than Permitted Acquisitions. | | --- | --- | | (j) | Transactions with Affiliates. The Borrowers shall not, and shall not permit any other Obligor to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates other than in the ordinary course of business at prices and on terms and conditions not less favourable to such Obligor than could be obtained on an arm’s length basis from unrelated third parties. The Borrowers shall not, and shall not suffer or permit any Obligor to, enter into any transaction or series of transactions with Affiliates of any of the Obligors (other than another Obligor), which involve an outflow of money or other property from such Obligor to an Affiliate of any of the Obligors, including payment of management fees, affiliation fees, administration fees, compensation, salaries, asset purchase payments or any other type of fees or payments similar in nature, other than on terms and conditions substantially as favourable to such Obligor as would be obtainable by such Obligor in a reasonably comparable arm’s length transaction with a Person other than an Affiliate of such Obligor. | | --- | --- |

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(k)	Business Activities. The Borrowers shall not and shall not permit any other Obligor to,<br>engage in any business activity other than the development and operation of prospects for the mining industry and any activity<br>incidental thereto.
(l)	Streaming, Metal Prepay and Royalty Arrangements. Save and except for the Royalties and<br>the Existing Stream Agreements, the Borrowers shall not, and shall not suffer or permit any other Obligor to be a party to any<br>streaming, prepaid metal sales financing arrangements with respect to metals not yet produced or to any royalty arrangement other<br>than a pre-existing royalty agreement and/or streaming agreement for which an Obligor becomes liable after the Restatement Date<br>by virtue of a Permitted Acquisition (but not, for the avoidance of doubt, as consideration for such Permitted Acquisition).
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(m)	Amendments to Franco-Nevada Documents, Convertible Debentures Documents and Sandstorm Documents.The Borrowers shall not, nor suffer or permit any other Obligor to make any amendments to the Franco-Nevada Documents, the<br>Convertible Debentures Documents and/or Sandstorm Documents that would:
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(i)	be prohibited pursuant to the Franco-Nevada/Mubadala Intercreditor Agreement, the Mubadala/Sandstorm<br>Intercreditor Agreement or the Omnibus Intercreditor Agreement, as applicable; or
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(ii)	in respect of the Convertible Debentures Documents and to the extent not otherwise prohibited by<br>Omnibus Intercreditor Agreement, result in any representation and warranty, covenant or event of default in the Convertible Debentures<br>Documents being more restrictive than the comparable provision in the Credit Documents.
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in each case, without the prior written consent of the Lenders.

(n)

VAT Proceeds Accounts. The Borrowers shall not suffer or permit any Obligor to (i) maintain a cash balance on deposit in any VAT Proceeds Account for more than five consecutive Banking Days in an amount greater than 110% of the amount of Indebtedness outstanding at such time by the relevant Obligor pursuant to a VAT Facility nor (ii) incur Indebtedness under any VAT Facility at any particular time in an amount greater than 110% of the quantum of value added tax refund the Obligor reasonably anticipates at such time receiving from the relevant Official Body.

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(o)	Immaterial Subsidiaries. The Borrowers shall not suffer or permit any Immaterial Subsidiary<br>to carry on any business nor to have assets or liabilities, in any case, exceeding (i) prior to June 30, 2020, $15,000,000,<br>and (ii) thereafter, $5,000,000.
11.3	Performance of Covenants by Administrative Agent
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The Administrative Agent may, on the instructions of the Majority Lenders and upon notice by the Administrative Agent to the Borrowers, perform any covenant of the Borrowers under this agreement which the Borrowers fail to perform or cause to be performed after demand for performance has been made and which the Administrative Agent is capable of performing, including any covenants the performance of which requires the payment of money, provided that the Administrative Agent shall not be obligated to perform any such covenant on behalf of the Borrowers and no such performance by the Administrative Agent shall require the Administrative Agent to further perform the Borrowers’ covenants or shall operate as a derogation of the rights and remedies of the Finance Parties under this agreement or as a waiver of such covenant by the Administrative Agent. Any amounts paid by the Administrative Agent as aforesaid shall be reimbursed by the Lenders in their Pro Rata Shares and shall be repaid by the Borrowers to the Administrative Agent on behalf of the Lenders on demand.

Article 12

CONDITIONS PRECEDENT TO OBTAINING CREDIT

12.1	Conditions Precedent to All Credit

The obligation of the Lenders to extend credit hereunder is subject to fulfilment of the following conditions precedent on the date such credit is extended:

(a)	the Borrowers shall have complied with the requirements of Article 4, Article 5 or Article 6,<br>as the case may be, in respect of the relevant credit;
(b)	no Default or Event of Default has occurred and is continuing or would arise immediately after<br>giving effect to or as a result of such extension of credit; and
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(c)	the representations and warranties of the Borrowers contained in Section 10.1 shall be true<br>and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and<br>warranties that are already qualified or modified by materiality in the text thereof) on the date such credit is extended (including,<br>after giving effect to such extension of credit) as if such representations and warranties were made on such date (other than representations<br>and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date).
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12.2	Conditions Precedent to the Restatement Date.
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This agreement shall become effective upon the prior or concurrent fulfillment or waiver of the following conditions precedent (the “EffectiveTime”):

(a)	the conditions precedent set forth in Section 12.1 have been fulfilled or waived;

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| --- | | (b) | the Transaction has occurred; | | --- | --- | | (c) | subject to Section 11.1(w), each Obligor shall have duly executed and delivered to the Administrative Agent each of the Credit Documents to which it is a party, including the Credit Documents referenced in Schedule I hereto (which, in the case of previously executed Credit Documents, shall be limited to a Confirmation delivered in respect thereof from each applicable Obligor and such other amendments deemed necessary or advisable by the Administrative Agent’s counsel, acting reasonably, having regard for the increased credit and extended term hereunder) in form and substance satisfactory to the Administrative Agent; | | --- | --- | | (d) | the Borrowers shall have provided the Administrative Agent with satisfactory evidence that all security granted by any Restatement Date Obligor that is not a Permitted Lien has been discharged and released or otherwise the Administrative Agent and its counsel have been irrevocably authorized to so discharge and release; | | --- | --- | | (e) | the Omnibus Intercreditor Agreement, the Franco-Nevada Mubadala Intercreditor Agreement and the Mubadala/Sandstorm Intercreditor Agreement shall have each been amended or otherwise confirmed by each of the parties thereto, in each case in form and substance satisfactory to the Lenders in their sole discretion exercised reasonably; | | --- | --- | | (f) | the Administrative Agent has received: | | --- | --- | | (i) | a duly certified copy of the articles of incorporation, articles of amalgamation, articles of association or similar documents and by-laws of each Obligor; | | --- | --- | | (ii) | a certificate of status or good standing for each Obligor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated or otherwise formed; | | --- | --- | | (iii) | a duly certified copy of the resolution of the board of directors or managers of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Obligor is a signatory and a duly certified copy of the resolution of the board of directors or managers or shareholders (if required under the constating documents or by-laws of such Obligor) of such Obligor (other than Equinox) authorizing the pledge of all of its issued and outstanding Shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; | | --- | --- | | (iv) | a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; | | --- | --- | | (v) | a certificate of a senior officer of each of the Borrowers, in such capacity, certifying that, (i) to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon this agreement becoming effective and (ii) that the Transaction has occurred; | | --- | --- |

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| --- | | (vi) | a compliance certificate in the form of Schedule B hereto signed by a senior financial officer of Equinox evidencing compliance (on a pro forma basis based on the financial statements from the most recently completed Fiscal Quarter and accounting for each aspect of the Transaction) with financial covenants set forth in Sections 11.1(m), (n),(n), (o) and (p); | | --- | --- | | (vii) | an updated Mine Plan which includes the Leagold Mines; | | --- | --- | | (viii) | certificates representing all of the issued and outstanding Shares of the Obligors (other than Equinox and only to the extent such shares are certificated), duly endorsed in blank or accompanied by an executed stock transfer power of attorney; | | --- | --- | | (ix) | a Perfection Certificate for each Obligor signed by an officer of such Obligor; | | --- | --- | | (x) | to the extent not delivered pursuant to Section 12.2(f)(ix), certified true copies of the Material Agreements; | | --- | --- | | (xi) | insurance binders signed by the issuers of the insurance policies maintained by the Obligors and, in respect of the Obligors, acknowledging the interests of the Finance Parties in such policies as referred to in Section 11.1(d); | | --- | --- | | (xii) | an opinion of counsel to each Obligor addressed to the Finance Parties and their counsel relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which such Obligor is a party as of the Restatement Date, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of such Obligor and such other matters as the Administrative Agent may reasonably request; | | --- | --- | | (xiii) | in respect of all owned and leased real property of the Obligors (other than leases of office space or residential housing), a Title Opinion addressed to each Finance Party, in form and substance satisfactory to the Administrative Agent; | | --- | --- | | (xiv) | certified true and complete copies of each Convertible Debentures Document including all amendments thereto in effect as of the Restatement Date; and | | --- | --- | | (xv) | requisite information to identify the Obligors under the applicable “know your client” legislation, Anti-Corruption Laws and Anti-Money Laundering Legislation, delivered sufficiently in advance for each Lender to complete such identification; | | --- | --- |

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| --- | | (g) | nothing shall have occurred (nor shall the Administrative Agent or by any Lender become aware of any facts not previously known), which the Lenders in their sole discretion, shall determine is reasonably likely to have a Material Adverse Effect on the business, property, assets, liabilities, conditions (financial or otherwise) of Equinox and its Subsidiaries, taken as a whole, or the prospects of Equinox and its Subsidiaries taken as a whole from that set forth in financial statements for the period ending December 31, 2019; | | --- | --- | | (h) | there shall exist no pending or threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of the Credit Facilities or any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; | | --- | --- | | (i) | the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; | | --- | --- | | (j) | subject to Section 11.1(w) and 11.1(y) of this agreement and otherwise except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority (subject to Permitted Liens) of such Security; | | --- | --- | | (k) | the Lenders shall have completed their legal due diligence review relating to the Mining Operations and the Obligors and be satisfied that there are no Liens or asset ownership or corporate status matters that are materially adverse to the Lenders’ interest with respect to this Agreement or the Security; | | --- | --- | | (l) | the Lenders and their counsel shall be satisfied, acting reasonably, that | | --- | --- | | (i) | all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; | | --- | --- | | (ii) | since December 13, 2019, no issues of debt securities (other than the Second Mubadala Convertible Debenture) or commercial or other bank facilities of Equinox or any of its Subsidiaries (including renewals or refinancings but excluding the Credit Facilities and the credit facilities referenced at paragraph (n) of the definition of Permitted Indebtedness) shall have been solicited by Equinox and there are no such financings poised to be announced, offered, placed or arranged; and | | --- | --- |

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| --- | | (iii) | no Material Adverse Change has occurred since December 13, 2019. | | --- | --- | | (m) | the Borrowers shall have paid to the Administrative Agent (on its own behalf and on behalf of each other Lender) all fees and expenses required to be paid hereunder and under the Fee Letters; and | | --- | --- | | (n) | the Borrowers shall have paid all reasonable invoiced fees of the Administrative Agent’s professional advisors. | | --- | --- | | 12.3 | Waiver | | --- | --- |

The terms and conditions of Sections 12.1 and 12.2 are inserted for the sole benefit of the Lenders, and the Lenders may waive them in accordance with Section 14.14, in whole or in part, with or without terms or conditions, in respect of any extension of credit, provided that any terms and conditions of Section 12.1 may be waived by the Lenders in respect of any extension of credit without prejudicing their right to assert them in whole or in part in respect of any other extension of credit.

12.4	Entry into Effect of this Amendment and Restatement

At as of the Effective Time, this agreement shall amend and restate the Existing Credit Agreement in its entirety and the Existing Credit Agreement as so amended and restated is hereby ratified and confirmed by the parties hereto. This agreement is not intended by the parties to, and shall not constitute, a payment, discharge, satisfaction or novation of the whole or any item or part of the Secured Obligations (as defined in the Existing Credit Agreement) remaining outstanding and owing to the Finance Parties until paid in full in accordance with the provisions of this agreement. The parties hereto agree that, at the Effective Time, (i) the Loans (as defined in the Existing Credit Agreement) and (ii) the letters of credit previously issued by the Issuing Lender which are described in Schedule R hereto (the “Existing Letters”), in each case which are outstanding under the Existing Credit Agreement shall become outstanding hereunder as advances of the same type. The parties hereby agree that, contemporaneously with the fulfilment of the conditions precedent set forth in Section 12.2, the Existing Letters shall be deemed to be Letters issued by the Issuing Lender at the request of Equinox under the RT Facility and the provisions of this agreement shall henceforth apply thereto. Each Borrower hereby confirms to and agrees with the Finance Parties that the Secured Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect in accordance with the respective terms (amended and restated, as applicable, by this agreement). All references to the term “Credit Agreement” as defined and contained in the Credit Documents delivered in connection with the Existing Credit Agreement shall, from and after the Restatement Date, be deemed to refer to this agreement without the need for any amendment to such Credit Document. All references to one or more provisions of the Existing Credit Agreement contained in the Credit Documents shall, from and after the Restatement Date, be deemed to refer to the corresponding provisions of this agreement, without the need for any amendment to such Credit Documents.

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Article 13

DEFAULT AND REMEDIES

13.1	Events of Default

Upon the occurrence of any one or more of the following events, unless expressly waived in writing in accordance with Section 14.14:

(a)	the breach by either Borrower of the provisions of Sections 9.1, 9.2 or 9.5;
(b)	the failure of either Borrower to pay any amount due under the Finance Documents (other than amounts<br>due pursuant to Section 9.1, 9.2 or 9.5) within two Banking Days after the payment is due;
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(c)	other than Permitted Reorganizations, the commencement by any Obligor or by any other Person of<br>proceedings for the dissolution, liquidation or winding up of any Obligor or for the suspension of operations of any Obligor;
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(d)	if any Obligor ceases or threatens to cease to carry on its business or is adjudged or declared<br>bankrupt, concurso mercantil or insolvent or admits its inability to pay its debts generally as they become due or fails<br>to pay its debts generally as they become due or makes an assignment for the benefit of creditors, petitions or applies to any<br>tribunal for the appointment of a receiver or trustee for it or for any part of its property (or such a receiver or trustee is<br>appointed for it or any part of its property), or commences (or any other Person commences) any proceedings relating to it under<br>any bankruptcy, concurso mercantil, insolvency, reorganization, arrangement, readjustment of debt, dissolution or liquidation<br>law or statute of any jurisdiction whether now or hereafter in effect applicable to such Obligor (provided that, if such proceedings<br>are commenced by any Person other than a Obligor or an Affiliate thereof, such proceedings shall only constitute an Event of Default<br>if such proceedings are not being diligently defended and have not been discharged, vacated or stayed within 30 days after commencement),<br>or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding for it or for any part of its property,<br>or suffers the appointment of any receiver or trustee, sequestrator or other custodian;
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(e)	if any representation or warranty made by any Obligor in this agreement or in any other document,<br>agreement or instrument delivered pursuant hereto or referred to herein or any material information furnished in writing to the<br>Administrative Agent by any Obligor proves to have been incorrect in any material respect (except that such materiality qualifier<br>shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text<br>thereof) when made or furnished which, if capable of being cured, has not been remedied within twenty (20) days after written notice<br>to do so has been given by the Administrative Agent to the Borrowers;
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(f)	if a writ, execution, attachment or similar process is issued or levied against all or any portion<br>of the property of any Obligor in connection with any judgment against it in an amount of at least $10,000,000 or its Exchange<br>Equivalent, and such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or<br>stayed within 75 days after its entry, commencement or levy;
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| --- | | (g) | any breach of any of Section 11.1(c), (d), (w), 11.1(g)(iv), (i), (m), (n), (o), (p) or (w) or Section 11.2; | | --- | --- | | (h) | the breach or failure of due observance or performance by any Obligor of any covenant or provision of any Finance Document (other than those previously referred to in this Section 13.1) or of any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein to which the Administrative Agent or any of the Lenders, as applicable, is a party and such breach or failure continues for twenty (20) days after the earlier of (x) a Borrower becoming aware of such breach or failure or (y) the Administrative Agent giving the Borrowers notice of such breach or failure; | | --- | --- | | (i) | if one or more encumbrancers, lienors or landlords take possession of any part of the property of any Obligor or attempt to enforce their security or other remedies against such property and their claims remain unsatisfied for such period as would permit such property to be sold thereunder and such property which has been repossessed or is capable of being sold has an aggregate fair market value of at least $10,000,000 or its Exchange Equivalent; | | --- | --- | | (j) | if an event of default under any one or more agreements, indentures or instruments, under which Equinox or any of its Subsidiaries has outstanding Indebtedness (including, for greater certainty, the Sandstorm Debenture and each Convertible Debenture) in an amount of at least $10,000,000 or its Exchange Equivalent or under which another Person has outstanding Indebtedness in an amount of at least $10,000,000 or its Exchange Equivalent which is guaranteed by Equinox or any of its Subsidiaries, shall happen (with all applicable grace periods having expired) and be continuing, or if any Indebtedness of or guaranteed by Equinox or any of its Subsidiaries in an amount of at least $10,000,000 or its Exchange Equivalent which is payable on demand is not paid on demand or within any applicable cure period provided; | | --- | --- | | (k) | any payment default in excess of $10,000,000 by an Obligor in respect of the Franco-Nevada Obligations, Aurizona Royalty Obligations or Greenfields Royalty Obligations, which such default has not been remedied within thirty (30) days after the date on which such payment was payable; | | --- | --- | | (l) | the occurrence of a Change of Control; | | --- | --- | | (m) | the occurrence of (i) an event of default under any Material Agreement; or (ii) the termination of any Material Agreement, provided that the occurrence of any event set forth in Section 13.1(m)(i) will not constitute an Event of Default if any such event of default or breach has been remedied within the applicable grace period, if any, specified in the applicable Material Agreement, provided further that the occurrence of any event set forth in Section 13.1(m)(ii) will not constitute an Event of Default if a Borrower obtains a replacement of such Material Agreement (if such replacement is required for the Mining Operations (other than with respect to exploration)), in form and substance satisfactory to the Lenders, acting reasonably, as soon as reasonably practicable, after the occurrence of the relevant event; | | --- | --- |

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| --- | | (n) | the nationalization, expropriation, abandonment or condemnation of either the Mesquite Mine, the Aurizona Mine, the Los Filos Mine or any material part of any of the foregoing which is material to the Mining Operations (other than exploration); | | --- | --- | | (o) | any failure to maintain any Mining License other than any Mining License that is not necessary or desirable for the development and/or operation of (A) the Mesquite Mine, (B) the Aurizona Mine (C) any Leagold Project or (D) any other mine of an Obligor; provided that in each case, such failure would reasonably be expected to result in a Material Adverse Effect; | | --- | --- | | (p) | any one or more of the Finance Documents shall for any reason cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the Obligor party thereto; | | --- | --- | | (q) | the validity, enforceability or priority of any of the Finance Documents is contested in any manner by any Obligor; | | --- | --- | | (r) | any Finance Document is terminated or rescinded or any Person takes an action to terminate or rescind any Finance Document; | | --- | --- | | (s) | any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document; | | --- | --- | | (t) | any Security Document does not constitute first ranking, priority security interest in the Secured Assets of each Obligor (subject to Permitted Liens); | | --- | --- | | (u) | a Material Adverse Change occurs; and | | --- | --- | | (v) | any part of the Security fails to rank in priority to any security granted to each of Franco-Nevada, the Convertible Debentures Agent and Sandstorm as collateral security for the repayment of any Franco-Nevada Obligations, Convertible Debentures Obligations or Sandstorm Obligations under the Franco-Nevada Royalty Agreement, the Convertible Debentures or Sandstorm Documents, respectively; | | --- | --- |

the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by notice to the Borrowers, terminate the Credit Facilities (provided, however, that the Credit Facilities shall automatically terminate, without notice of any kind, upon the occurrence of an event described in clause (c) or (d) above) and the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by the same or further notice to the Borrowers, declare all Indebtedness of the Borrowers to the Lenders pursuant to this agreement (including the then contingent liability of the Issuing Lender under all Letters) to be immediately due and payable whereupon all such Indebtedness shall immediately become and be due and payable without further demand or other notice of any kind, all of which are expressly waived by the Borrowers and the Administrative Agent may enforce the Security or cause the Security to be enforced (provided, however, that all such Indebtedness of the Borrowers to the Lenders shall automatically become due and payable, and the Administrative Agent shall immediately become entitled to enforce the Security or cause the Security to be enforced without notice of any kind, upon the occurrence of an event described in clause (c) or (d) above). Upon payment by the Borrowers to the Issuing Lender of the then aggregate contingent liability under all outstanding Letters issued by the Issuing Lender, the Borrowers shall have no further liability to the Issuing Lender with respect to such Letters.

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| --- | | 13.2 | Refund of Overpayments | | --- | --- |

With respect to each Letter for which the Issuing Lender has been paid all of its contingent liability pursuant to Section 9.2 , 9.8 or 13.1 and provided that all amounts due by the Borrower to the Issuing Lender under Sections 9.2, 9.8 and 13.1 have been paid, the Issuing Lender agrees to pay to the relevant Borrower, upon the later of:

(a)	if the Letter is subject to an Order, the date on which any final and non-appealable order, judgment<br>or other determination has been rendered or issued either permanently enjoining the Issuing Lender from paying under such Letter<br>or terminating any outstanding Order; and
(b)	the earlier of:
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(i)	the date on which either the original counterpart of such Letter is returned to the Issuing Lender<br>for cancellation or the Issuing Lender is released by the beneficiary thereof from any further obligations in respect of such Letter;
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(ii)	the expiry of such Letter; and
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(iii)	(where the contingent liability under such Letter is less than the face amount thereof), all amounts<br>possibly payable under such Letter have been paid;
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an amount equal to any excess of the amount received by the Issuing Lender hereunder in respect of its contingent liability under such Letter over the total of amounts applied to reimburse the Issuing Lender for amounts paid by it under or in connection with such Letter (the Issuing Lender having the right to so appropriate such funds).

13.3	Remedies Cumulative

Each Borrower expressly agrees that the rights and remedies of the Administrative Agent and the Lenders under this agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by the Administrative Agent or any Lender of any right or remedy for a default or breach of any term, covenant or condition in this agreement does not waive, alter, affect or prejudice any other right or remedy to which the Administrative Agent or such Lender may be lawfully entitled for the same default or breach. Any waiver by the Administrative Agent with the approval of the Majority Lenders or all of the Lenders in accordance with Section 14.14 of the strict observance, performance or compliance with any term, covenant or condition of this agreement is not a waiver of any subsequent default and any indulgence by the Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition of this agreement is not a waiver of the entire term, covenant or condition or any subsequent default. No failure or delay by the Administrative Agent or any Lender in exercising any right shall operate as a waiver of such right nor shall any single or partial exercise of any power or right preclude its further exercise or the exercise of any other power or right.

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| --- | | 13.4 | Set-Off | | --- | --- |

In addition to any rights now or hereafter granted under Applicable Law, and not by way of limitation of any such rights, the Administrative Agent and each Lender is authorized, at any time that an Event of Default has occurred and is continuing without notice to the Borrowers or to any other Person, any such notice being expressly waived by the Borrowers, to set-off, appropriate and apply any and all deposits, matured or unmatured, general or special, and any other indebtedness at any time held by or owing by the Administrative Agent or such Lender, as the case may be, to or for the credit of or the account of the Borrowers against and on account of the obligations and liabilities of the Borrowers which are due and payable to the Administrative Agent or such Lender, as the case may be, under the Finance Documents.

Article 14

THE ADMINISTRATIVE AGENT

14.1	Appointment and Authorization of Administrative Agent
(a)	Each Finance Party hereby appoints and authorizes, and hereby agrees that it will require any assignee<br>of any of its interests in the Finance Documents (other than the holder of a participation in its interests herein or therein)<br>to appoint and authorize the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under<br>the Finance Documents as are delegated to the Administrative Agent by such Finance Party by the terms hereof, together with such<br>powers as are reasonably incidental thereto. Neither the Administrative Agent nor any of its directors, officers, employees or<br>agents shall be liable to any of the Finance Parties for any action taken or omitted to be taken by it or them hereunder or thereunder<br>or in connection herewith or therewith, except for its own gross negligence or wilful misconduct and each Finance Party hereby<br>acknowledges that the Administrative Agent is entering into the provisions of this Section 14.1 on its own behalf and as agent<br>and trustee for its directors, officers, employees and agents.
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(b)	Each Lender hereby authorizes the Administrative Agent to execute and deliver each of the Franco-Nevada/Mubadala<br>Intercreditor Agreement, Mubadala/Sandstorm Intercreditor Agreement and Omnibus Intercreditor Agreement for and on behalf of each<br>of the Lenders. Each of the Lenders hereby agrees that it shall take any and all necessary or appropriate further actions as it<br>might be required to take, by law or otherwise, to authorize the Administrative Agent to carry out the foregoing or to exercise<br>its faculties and powers, and to comply with its obligations, under each of the Franco-Nevada/Mubadala Intercreditor Agreement,<br>Mubadala/Sandstorm Intercreditor Agreement and Omnibus Intercreditor Agreement, directly or through its attorneys-in-fact or designees,<br>including but not limited to the individualization of any required special power of attorney.
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| --- | | 14.2 | Interest Holders | | --- | --- |

The Administrative Agent may treat each Lender set forth in Schedule A hereto or the person designated in the last notice delivered to it under Section 16.5 as the holder of all of the interests of such Lender under the Credit Documents.

14.3	Consultation with Counsel

The Administrative Agent may consult with legal counsel selected by it as counsel for the Administrative Agent and the other Finance Parties and shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel.

14.4	Documents

The Administrative Agent shall not be under any duty to the Finance Parties to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Credit Documents or any instrument, document or communication furnished pursuant to or in connection with the Credit Documents and the Administrative Agent shall, as regards the Finance Parties, be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

14.5	Administrative Agent as Finance Party

With respect to those portions of the Credit Facilities made available by it, the Administrative Agent shall have the same rights and powers under the Credit Documents as any other Finance Party and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Obligors and their Affiliates and persons doing business with the Obligors and/or any of their Affiliates as if it were not the Administrative Agent and without any obligation to account to the Finance Parties therefor.

14.6	Responsibility of Administrative Agent

The duties and obligations of the Administrative Agent to the Finance Parties under the Credit Documents are only those expressly set forth herein. The Administrative Agent shall not have any duty to the Finance Parties to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Finance Parties, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by the Borrowers of such fact or has been notified by a Finance Party that such Finance Party considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

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| --- | | 14.7 | Action by Administrative Agent | | --- | --- |

The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it on behalf of the Finance Parties by and under this agreement; provided, however, that the Administrative Agent shall not exercise any rights under Section 13.1, the Guarantees, the Security Documents or the Franco-Nevada/Mubadala Intercreditor Agreement, Mubadala/Sandstorm Intercreditor Agreement or Omnibus Intercreditor Agreement or expressed to be on behalf of or with the approval of the Majority Lenders without the request, consent or instructions of the Majority Lenders. Furthermore, any rights of the Administrative Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the Administrative Agent upon the request or instructions of the Majority Lenders. The Administrative Agent shall incur no liability to the Finance Parties under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct. The Administrative Agent shall in all cases be fully protected in acting or refraining from acting under any of the Credit Documents in accordance with the instructions of the Majority Lenders and any action taken or failure to act pursuant to such instructions shall be binding on all Finance Parties. In respect of any notice by or action taken by the Administrative Agent hereunder, the Borrowers shall at no time be obliged to enquire as to the right or authority of the Administrative Agent to so notify or act.

14.8	Notice of Events of Default

In the event that the Administrative Agent shall acquire actual knowledge or shall have been notified of any Default or Event of Default, the Administrative Agent shall promptly notify the Lenders and shall take such action and assert such rights under Section 13.1 of this agreement and under the other Credit Documents as the Majority Lenders shall request in writing and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail for five Banking Days after receipt of the notice of any Default or Event of Default to request the Administrative Agent to take such action or to assert such rights under any of the Credit Documents in respect of such Default or Event of Default, the Administrative Agent may, but shall not be required to, and subject to subsequent specific instructions from the Majority Lenders, take such action or assert such rights (other than rights under Section 13.1 of this agreement or under the other Credit Documents and other than giving an express waiver of any Default or any Event of Default) as it deems in its discretion to be advisable for the protection of the Finance Parties except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or assert such rights, in no event shall the Administrative Agent act contrary to such instructions unless required by law to do so.

14.9	Responsibility Disclaimed

The Administrative Agent shall be under no liability or responsibility whatsoever as agent hereunder:

(a)	to the Borrowers or any other Person as a consequence of any failure or delay in the performance<br>by, or any breach by, any Finance Party or Finance Parties of any of its or their obligations under any of the Credit Documents;

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| --- | | (b) | to any Finance Party or Finance Parties as a consequence of any failure or delay in performance by, or any breach by, any Obligor of any of their respective obligations under any of the Credit Documents; or | | --- | --- | | (c) | to any Finance Party or Finance Parties for any statements, representations or warranties in any of the Credit Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the Credit Documents or any other documents contemplated hereby or thereby or for the validity, effectiveness, enforceability or sufficiency of any of the Credit Documents or any other document contemplated hereby or thereby. | | --- | --- | | 14.10 | Indemnification | | --- | --- |

The Finance Parties agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers) pro rata in accordance with their relative Exposures from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of any of the Credit Documents or any other document contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under any of the Credit Documents or any document contemplated hereby or thereby, except that no Finance Party shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Administrative Agent.

14.11	Credit Decision

Each Lender represents and warrants to the Administrative Agent that:

(a)	in making its decision to enter into this agreement and to make its Pro Rata Share of each Credit<br>Facility available to the Borrowers, it is independently taking whatever steps it considers necessary to evaluate the financial<br>condition and affairs of the Obligors and that it has made an independent credit judgment without reliance upon any information<br>furnished by the Administrative Agent; and
(b)	so long as any portion of a Credit Facility is being utilized by a Borrower, it will continue to<br>make its own independent evaluation of the financial condition and affairs of the Obligors.
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14.12	Successor Administrative Agent
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Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Borrowers and the Finance Parties. Upon any such resignation, the Majority Lenders, with the prior written consent of the Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment by the time of such resignation, then the retiring Administrative Agent may, on behalf of the Finance Parties and with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent which shall be a bank organized under the laws of Canada which has combined capital and reserves in excess of $250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent (in its capacity as Administrative Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, provisions of this Article 14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

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| --- | | 14.13 | Delegation by Administrative Agent | | --- | --- |

With the prior approval of the Majority Lenders, the Administrative Agent shall have the right to delegate any of its duties or obligations hereunder as Administrative Agent to any Affiliate of the Administrative Agent so long as the Administrative Agent shall not thereby be relieved of such duties or obligations.

14.14	Waivers and Amendments
(a)	Subject to Section 14.14(b), any term, covenant or condition of any of the Credit Documents<br>may only be amended with the prior consent of the Borrowers and the Majority Lenders or compliance therewith may be waived (either<br>generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event<br>the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment<br>is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant,<br>condition or obligation or as a Default or Event of Default.
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(b)	Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such<br>amendment or waiver shall directly:
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(i)	increase the amount of either Credit Limit or the amount of the Individual Commitment of any Lender;
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(ii)	extend an Applicable Maturity Date;
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(iii)	alter the amortization schedule set forth in Section 9.1;
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| --- | | (iv) | extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect thereof; | | --- | --- | | (v) | change the percentage of the Lenders’ requirement to constitute the Majority Lenders; | | --- | --- | | (vi) | reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement; | | --- | --- | | (vii) | permit any subordination of any of the Secured Obligations; | | --- | --- | | (viii) | except as otherwise permitted pursuant to Section 14.19, release or discharge a Guarantee or any Security Document, in whole or in part; | | --- | --- | | (ix) | alter the terms of this Section 14.14; | | --- | --- | | (x) | alter the terms of the Franco-Nevada/Mubadala Intercreditor Agreement, Mubadala/Sandstorm Intercreditor Agreement or Omnibus Intercreditor Agreement; or | | --- | --- | | (xi) | amend the definitions of “Secured Risk Management Agreements”, “EnforcementDate”, “Exposure”, “Finance Documents”, “Finance Parties”, “MajorityLenders”, “Qualified Affiliate”, “Qualified Risk Management Lender”, “RiskManagement Agreements” or “Secured Obligations” or any definition forming part thereof. | | --- | --- | | (c) | No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective without the prior written consent of the Administrative Agent. | | --- | --- | | (d) | Without the prior written consent of the Issuing Lender, no amendment to or waiver of Article 14 or any other provision hereof to the extent it affects the rights or obligations of the Issuing Lender shall be effective. | | --- | --- | | (e) | Notwithstanding any other provision hereof, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that, without the consent of such Defaulting Lender, (i) the Individual Commitment of such Defaulting Lender may not be increased or extended and (ii) the time for the payment of interest or fees on Accommodations shall not be extended, the principal thereof shall not be forgiven, the stated rate of interest or fees thereon shall not be reduced and the requirement of pro rata application of all amounts received by the Administrative Agent in respect thereof shall not be amended. | | --- | --- | | 14.15 | Determination by Administrative Agent Conclusive and Binding | | --- | --- |

Any determination to be made by the Administrative Agent on behalf of or with the approval of the Lenders or the Majority Lenders under this agreement shall be made by the Administrative Agent in good faith and, if so made, shall be binding on all parties, absent manifest error. The Obligors are entitled to assume that any action taken by the Administrative Agent under or in connection with any Credit Document has been appropriately authorized by the Lenders or the Majority Lenders, as the case may be, pursuant to the terms hereof.

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| --- | | 14.16 | Adjustments among Lenders after Acceleration | | --- | --- | | (a) | The Lenders agree that, at any time after all indebtedness of the Borrowers to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facilities, they will at any time or from time to time upon the request of any Lender through the Administrative Agent purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Section 14.16, will be in the same proportions as their respective Pro Rata Shares thereof immediately prior to such acceleration, cancellation or termination. | | --- | --- | | (b) | The Lenders agree that, at any time after all Indebtedness of the Borrowers to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facilities, the amount of any repayment made by a Borrower under this agreement, and the amount of any proceeds of the exercise of any rights or remedies of the Lenders under the Credit Documents, which are to be applied against amounts owing hereunder as principal, will be so applied in a manner such that to the extent possible, the availments made available by the Lenders which remain outstanding, after giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof immediately prior to the cancellation of termination thereof immediately prior to such acceleration, cancellation or termination. | | --- | --- | | (c) | For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of Section 14.16(a) and (b), such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise), other than on account of any monies owing or payable by the Borrowers to it under the Credit Documents in excess of its pro rata share of payments on account of monies owing by the Borrowers to all the Finance Parties thereunder. | | --- | --- | | (d) | The Borrowers agree to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 14.16. | | --- | --- | | 14.17 | Redistribution of Payment | | --- | --- |

If a Lender shall receive payment of a portion of the aggregate amount of principal and interest due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due in respect of the Credit Facilities (having regard to the respective Individual Commitments of the Lenders under each Credit Facility), the Lender receiving such proportionately greater payment shall purchase a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the aggregate outstanding credit of the other Lender or Lenders so that the respective receipts shall be pro rata to their respective participation in the credits; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered from the Borrowers, such purchase shall be rescinded and the purchase price paid for such participation shall be returned by such selling Lender or Lenders to the extent of such recovery, but without interest.

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| --- | | 14.18 | Distribution of Notices | | --- | --- |

Except as otherwise expressly provided herein, promptly after receipt by the Administrative Agent of any notice or other document which is delivered to the Administrative Agent hereunder on behalf of the Lenders, the Administrative Agent shall provide a copy of such notice or other document to each of the Lenders; provided, however, that a copy of any such notice delivered at any time during the continuance of an Event of Default shall be delivered by the Administrative Agent to each of the Finance Parties.

14.19	Discharge of Security

To the extent a sale or other disposition of the Secured Assets is permitted pursuant to the provisions hereof, the Lenders hereby authorize the Administrative Agent, at the cost and expense of the Borrowers, to execute such discharges and other instruments which are necessary for the purposes of (i) releasing and discharging the Security therein or for the purposes of recording the provisions or effect thereof in any office where the Security Documents may be registered or recorded or (ii) releasing any Guarantor from its obligations under its guarantee of the Secured Obligations if such Guarantor ceases to be a Subsidiary of Equinox (in the case of a permitted disposition of Secured Assets consisting of the Shares of a Guarantor) or (iii) for the purpose of more fully and effectively carrying out the provisions of this Section 14.19.

14.20	Determination of Exposures

Concurrent with any request for any approval or instructions of the Majority Lenders and prior to any distribution of Cash Proceeds of Realization to the Finance Parties, the Administrative Agent shall request each Finance Party to provide to the Administrative Agent a written calculation of such Finance Party’s Exposure, each such calculation to be certified true and correct by the Finance Party providing same. Each Finance Party shall so provide such calculation within two Banking Days following the request of the Administrative Agent. Any such calculation provided by a particular Finance Party shall, absent manifest error, constitute prima facie evidence of such Finance Party’s Exposure at such time. With respect to each determination of the Exposure of the Finance Parties, the Administrative Agent shall promptly notify the Finance Parties. For the purposes of determining a particular Finance Party’s Exposure:

(a)	the Exposure of a Finance Party under any Credit Document shall be the aggregate amount (expressed<br>in United States dollars) owing to such Finance Party thereunder on such date;

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| --- | | (b) | the Exposure of a Qualified Risk Management Lender in respect of Secured Risk Management Agreements shall be measured as the net exposure of such Qualified Risk Management Lender under all Secured Risk Management Agreements with the Obligors to which such Qualified Risk Management Lender is a party, being the aggregate exposure of such Qualified Risk Management Lender thereunder less the aggregate exposure of the relevant Obligor thereunder; the exposure of a Qualified Risk Management Lender party to a Secured Risk Management Agreement shall be, in the case of a Secured Risk Management Agreement which has not been terminated as of such date, the total amount which would be owing to such party by the other party under such Secured Risk Management Agreement in the event of the early termination as of such date of such Secured Risk Management Agreement as a result of the occurrence of a default, event of default or termination event (however specified or designated) with respect to such party thereunder or, in the case of a Secured Risk Management Agreement which has been terminated as of such date, the total amount which is owing to such party by the other party under such Secured Risk Management Agreement, in each case expressed in United States dollars; | | --- | --- | | (c) | the Exposure of a Lender in respect of Cash Management Agreements shall be the aggregate amount (expressed in United States dollars) which would be owing by the Obligors thereunder on such date if such agreements were terminated on such date; and | | --- | --- | | (d) | any amount of Secured Obligations of a Borrower denominated in any currency other than United States dollars shall be expressed as the U.S. Dollar Equivalent thereof. | | --- | --- | | 14.21 | Decision to Enforce Security | | --- | --- |

Upon the Security becoming enforceable in accordance with its terms, the Administrative Agent shall promptly so notify each of the Finance Parties. The Administrative Agent or any Qualified Risk Management Lender may thereafter provide the Administrative Agent with a written request to enforce the Security. Forthwith after the receipt of such a request, the Administrative Agent shall seek the instructions of the Majority Lenders as to whether the Security should be enforced and the manner in which such Security should be enforced. In seeking such instructions, the Administrative Agent shall submit a specific proposal to the Finance Parties. From time to time, the Administrative Agent or any Qualified Risk Management Lender may submit a proposal to the Administrative Agent as to the manner in which the Security should be enforced and the Administrative Agent shall submit any such proposal to the Finance Parties for approval of the Majority Lenders. The Administrative Agent shall promptly notify the Finance Parties of all instructions and approvals of the Majority Lenders. If the Majority Lenders instruct the Administrative Agent to enforce the Security, each of the Finance Parties agree to accelerate the Secured Obligations owed to it to the extent permitted under the relevant Credit Document and in accordance with the relevant Credit Document.

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| --- | | 14.22 | Enforcement | | --- | --- |

The Administrative Agent reserves the sole right to enforce, instruct or otherwise deal with the guarantee of the Borrowers in Article 15, the Guarantees and the Security and to deal with the Obligors in connection therewith; provided, however, that the Administrative Agent shall so enforce, or otherwise deal with, the guarantee of the Borrowers in Article 15, the Guarantees and the Security only as the Majority Lenders shall instruct.

14.23	Application of Cash Proceeds of Realization
(a)	All Proceeds of Realization not in the form of cash shall be forthwith delivered to the Administrative<br>Agent and disposed of, or realized upon, by the Administrative Agent in such manner as the Majority Lenders may approve so as to<br>produce Cash Proceeds of Realization.
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(b)	Subject to the claims, if any, of secured creditors of the Obligors whose security ranks in priority<br>to the Security, all Cash Proceeds of Realization shall be applied and distributed, and the claims of the Finance Parties shall<br>be deemed to have the relative priorities which would result in the Cash Proceeds of Realization being applied and distributed,<br>as follows:
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(i)	firstly, to the payment of all reasonable costs and expenses incurred by the Administrative Agent<br>(including, without limitation, all legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder<br>or under the Security Documents and the Guarantees and in payment of all of the remuneration of any Receiver and all costs and<br>expenses properly incurred by such Receiver (including, without limitation, all legal fees and disbursements) in the exercise of<br>all or any powers granted to it under this agreement, the Guarantees, and the Security Documents;
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(ii)	secondly, to the payment of interest and fees forming part of the Borrowers’ Secured Obligations;
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(iii)	thirdly, in payment of all amounts of money borrowed or advanced by the Administrative Agent or<br>such Receiver pursuant to the Security Documents;
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(iv)	fourthly, to the payment of the Secured Obligations of the Obligors (including holding as cash<br>collateral to be applied against Secured Obligations which have not then matured) to the Finance Parties pro rata in accordance<br>with their relative Exposures, which Cash Proceeds of Realization shall be applied by each Finance Party to its Exposure in such<br>manner as it sees fit; and
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(v)	the balance, if any, in accordance with Applicable Law.
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| --- | | 14.24 | Survival | | --- | --- |

The provisions of Articles 8, 10, 11, 14, 15 and Section 16.9 and all other provisions of this agreement which are necessary to give effect to each of the provisions of such Articles shall survive the permanent repayment in full of the Credit Facilities and the termination of all of the Individual Commitments of the Lender until the Secured Obligations Termination Date.

14.25	Intercreditor Agreements

Each Finance Party ratifies and confirms that the Administrative Agent, in its capacity as administrative agent for and on behalf of itself and the other Finance Parties, has executed the Mubadala/Sandstorm Intercreditor Agreement, the Franco-Nevada/Mubadala Intercreditor Agreement and the Omnibus Intercreditor Agreement. Each party hereto acknowledges and agrees that it has received a copy of the Mubadala/Sandstorm Intercreditor Agreement, the Franco-Nevada Intercreditor Agreement and the Mubadala/Sandstorm Intercreditor Agreement and agrees to be bound by the provisions thereof.

14.26	Parallel Debt (Covenant to pay the Administrative Agent)
(a)	For the purpose of ensuring the validity and enforceability of any Security governed by Dutch law<br>and notwithstanding any other provision of this Agreement, each Obligor hereby irrevocably and unconditionally undertakes to pay<br>to the Administrative Agent an amount equal to the aggregate of all Principal Obligations from time to time due in accordance with<br>the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are<br>the result thereof, the Obligors’ “Parallel Debt”).
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(b)	Any amount due and payable by an Obligor to the Administrative Agent under the Parallel Debt shall<br>be decreased to the extent that the other Finance Parties have received payment of the corresponding amount under the other provisions<br>of the Finance Documents and any amount due and payable by an Obligor to the other Finance Parties under those provisions shall<br>be decreased to the extent that the Administrative Agent has received payment of the corresponding amount under the Parallel Debt.
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(c)	With respect to the Parallel Debt, the Administrative Agent:
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(i)	acts as creditor in its own right;
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(ii)	shall have its own independent right to demand payment of the amounts payable under the Parallel<br>Debt; and
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(iii)	shall not act as agent, trustee or representative of any other Finance Party.
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(d)	The rights of the Finance Parties (other than the Administrative Agent) to receive payment of amounts<br>payable by each Obligor under the Finance Documents are several and are separate and independent from, and without prejudice to,<br>the rights of the Administrative Agent to receive payment under the Parallel Debt.
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Article 15

GUARANTEE

15.1	Guarantee

Each Borrower hereby unconditionally, jointly and severally, absolutely and irrevocably guarantees the full and punctual payment to the Finance Parties, as and when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of all of the Secured Obligations of each other Obligor in the same currency as the currency of such Secured Obligations, whether for principal, interest, fees, expenses, indemnities or otherwise.

15.2	Nature of Guarantee

The guarantee provided for in this Article 15 shall in all respects be a continuing, absolute, unconditional and irrevocable guarantee of payment when due and not of collection, and shall remain in full force and effect until the Secured Obligations Termination Date. Each Borrower guarantees that the Secured Obligations of each other Obligor will be paid strictly in accordance with the terms thereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Finance Parties with respect thereto. Each Borrower renounces all benefits of discussion and division. The liability of each Borrower hereunder shall be absolute, unconditional and irrevocable irrespective of, and without being released or limited by:

(a)	any lack of validity, legality or enforceability of any provision of this agreement;
(b)	the failure of any Finance Party
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(i)	to assert any claim or demand or to enforce any right or remedy against any Obligor or any other<br>Person (including any other guarantor) under the provisions of this agreement, or otherwise, or
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(ii)	to exercise any right or remedy against any other guarantor of, or collateral securing, any of<br>the Secured Obligations;
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(c)	any change in the time, manner or place of payment of, or in any term of, all or any of the Secured<br>Obligations, or any other extension, compromise, indulgence or renewal of any Secured Obligation;
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(d)	any reduction, limitation, variation, impairment, discontinuance or termination of the Secured<br>Obligations for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of<br>waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and each Borrower hereby waives any<br>right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality,<br>nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations<br>or otherwise (other than by reason of any payment which is not required to be rescinded);
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| --- | | (e) | any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of the Secured Obligations or any guarantees or security; | | --- | --- | | (f) | any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security; | | --- | --- | | (g) | any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Finance Parties as security for any of the Secured Obligations; | | --- | --- | | (h) | the loss of or in respect of or the unenforceability of any other guarantee or other security which the Finance Parties may now or hereafter hold in respect of the Secured Obligations, whether occasioned by the fault of a Finance Party or otherwise; | | --- | --- | | (i) | any change in the name of an Obligor or in the constating documents, capital structure, capacity or constitution of an Obligor, the bankruptcy or insolvency of an Obligor, the sale of any or all of an Obligor’s business or assets or being consolidated, merged or amalgamated with any other Person; or | | --- | --- | | (j) | any other circumstance (other than final payment in full) which might otherwise constitute a defence available to, or a legal or equitable discharge of any surety or any other guarantor. | | --- | --- |

Any Secured Obligation which may not be recoverable from a Borrower as guarantor shall be recoverable from such Borrower as principal debtor in respect thereof.

15.3	Finance Parties not Bound to Exhaust Recourse

The Finance Parties shall not be bound to exhaust their recourse against an Obligor or others or any security or other guarantees it may at any time hold before being entitled to payment hereunder from either Borrower.

15.4	Evidence of Secured Obligations

A written statement of the Administrative Agent as to the amount of any Secured Obligations of an Obligor shall, except for manifest error, be conclusive evidence and shall, in any event, be prima facie evidence against such Obligor as to the amount of such Secured Obligations.

15.5	Guarantee in Addition to Other Security

The guarantee provided for in this Article 15 shall be in addition to and not in substitution for any other guarantee or other security which the Finance Parties may now or hereafter hold in respect of the Secured Obligations, and the Finance Parties shall be under no obligation to marshal in favour of either Borrower any other guarantee or other security or any moneys or other assets which they may be entitled to receive or may have a claim upon.

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| --- | | 15.6 | Reinstatement | | --- | --- |

The guarantee provided for in this Article 15 and all other terms of this Article 15 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment by a Borrower or any other Obligor of any of the Secured Obligations is rescinded or must otherwise be returned by the recipients thereof by reason of the insolvency, bankruptcy or reorganization of such Borrower or such other Obligor or for any other reason, all as though such payment had not been made.

15.7	Waiver of Notice, Etc.

Each Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Secured Obligations and this agreement.

15.8	Subrogation Rights, Assignment and Postponement of Claim

Until the Secured Obligations Termination Date, all dividends, compositions, proceeds of security or payments received by the Finance Parties in respect of the Secured Obligations shall be regarded for all purposes as payments in gross. No Borrower shall exercise any rights which it may acquire by way of subrogation under this agreement, by any payment made hereunder or otherwise, until the Secured Obligations Termination Date. Any amount paid to a Borrower on account of any such subrogation rights prior to the Secured Obligations Termination Date shall be held in trust for the benefit of the Finance Parties and shall immediately be paid to the Finance Parties and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms hereof; provided, however, that if the Secured Obligations Termination Date has occurred, the relevant Borrower shall be subrogated to the rights of the Finance Parties against the applicable Obligor with respect to all Secured Obligations of such Obligor and, at such Borrower’s request, the Finance Parties will execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty, except that it has not released, assigned or encumbered any subject Secured Obligations) necessary to evidence the transfer by subrogation to such Borrower of all such Secured Obligations.

15.9	Advance After Certain Events

All advances, renewals and credits made or granted hereunder or in connection herewith by the Finance Parties purportedly to or for any Obligor after the bankruptcy or insolvency of such Obligor but before the Finance Parties have received notice thereof, shall be deemed to form part of the Secured Obligations, and all advances, renewals and credits obtained from the Finance Parties hereunder purportedly by or on behalf of any Obligor shall be deemed to form part of the Secured Obligations, notwithstanding any lack or limitation of power, incapacity or disability of such Obligor or of the directors or agents thereof and notwithstanding that such Obligor may not be a legal or suable entity and notwithstanding any irregularity, defect or informality in the obtaining of such advances, renewals or credits, whether or not the Finance Parties had knowledge thereof. Any such advance, renewal or credit which may not be recoverable from a Borrower as guarantor shall be recoverable from such Borrower as principal debtor in respect thereof.

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Article 16

MISCELLANEOUS

16.1	Notices

All notices and other communications provided for herein shall be in writing and shall be personally delivered to an officer or other responsible employee of the addressee or sent by telefacsimile, charges prepaid, at or to the applicable addresses, telefacsimile numbers or email address (which email notice shall be sent with a “read receipt” request to qualify as a valid notice hereunder), as the case may be, set out opposite the parties’ name on the signature page hereof or at or to such other address or addresses, telefacsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Banking Day and such delivery is received before 4:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of delivery. Any communication which is transmitted by telefacsimile or email as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Banking Day and such transmission was received before 4:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of transmission. Any party sending a notice hereunder by telefacsimile or email shall, in order to constitute valid notice hereunder, have received a confirmation of receipt from the intended recipient’s telecopier or email server.

16.2	Severability

Any provision hereof which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

16.3	Counterparts

This agreement may be executed in one or more counterparts, and by means of facsimile or other electronic form, including PDF, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

16.4	Successors and Assigns

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

16.5	Assignment
(a)	Neither the Credit Documents nor the benefit thereof may be assigned by either Borrower.
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(b)	A Lender may at any time sell to one or more other persons (“Participants”)<br>participating interests in any credit outstanding hereunder, any commitment of such Lender hereunder or any other interest of the<br>Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations<br>under this agreement to the Borrowers shall remain unchanged and such Lender shall remain solely entitled to enforce its rights<br>hereunder, such Lender shall remain solely responsible for the performance thereof and the Borrowers shall continue to be obligated<br>to such Lender in connection with such Lender’s rights under this agreement. The Borrowers agree that if amounts outstanding<br>under this agreement are due and unpaid, or shall have been declared to be or shall have become due and payable upon the occurrence<br>of an Event of Default, or any Default which might mature into an Event of Default, each Participant shall be deemed to have the<br>right of setoff in respect of its participating interest in amounts owing under this agreement to the same extent as if the amount<br>of its participating interest were owing directly to it as the relevant Lender under this agreement. The Borrowers also agree that<br>each Participant shall be entitled to the benefits of Article 8 with respect to its participation hereunder and for the purposes<br>of Article 8 such Participant shall be deemed to be a Lender to the extent of such participation, provided, that such Participant<br>shall have complied with obligations of a Lender provided in Article 8 and that no Participant shall be entitled to receive<br>any greater amount pursuant to such Article than the relevant Lender would have been entitled to receive in respect of the amount<br>of the participation transferred by the relevant Lender to such Participant had no such transfer occurred. Notwithstanding the<br>foregoing, other than as permitted pursuant to the terms of the Franco-Nevada/Mubadala Intercreditor Agreement, Mubadala/Sandstorm<br>Intercreditor Agreement and Omnibus Intercreditor Agreement, no Lender shall at any time sell a participating interest in any credit<br>outstanding hereunder, any commitment of such Lender hereunder or any other interest of such Lender hereunder to Franco-Nevada,<br>either Convertible Debentureholder or Sandstorm or any of their Affiliates pursuant to this Section 16.5(b).
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(c)

With the prior written consent of, (x) the Borrowers (which consent shall not be required (i) if such sale is to one or more other Lenders or to an Affiliate of any Lender or (ii) in circumstances where a Default has occurred and is continuing) and (y) the Administrative Agent and (z) the Issuing Lender, a Lender may at any time sell all or any part of its rights and obligations under the Credit Documents to one or more Persons (“Purchasing Lenders”). No consent shall be required in the case of the sale by a Lender listed in Schedule II or Schedule III of the Bank Act (Canada) to its Affiliate that is listed in Schedule II or Schedule III to the Bank Act (Canada). Notwithstanding the foregoing, other than as permitted pursuant to the terms of the Mubadala/Sandstorm Intercreditor Agreement, the Franco-Nevada/Mubadala Intercreditor Agreement and the Omnibus Intercreditor Agreement, no Lender shall at any time sell all or any part of its rights and obligations under the Credit Documents to Franco-Nevada, either Convertible Debentureholder or Sandstorm or any of their Affiliates pursuant to this Section 16.5(c). Upon such sale, the Lender shall, to the extent of such sale, be released from its obligations under the Credit Documents and each of the Purchasing Lenders shall become a party to the Credit Documents to the extent of the interest so purchased provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of any damages arising in connection with it being or becoming a Defaulting Lender. Any such assignment shall be for Individual Commitments of an amount equal to or no less than $10,000,000 and the entirety of the assigning Lender’s Individual Commitments under each Credit Facility and, following such assignment, the assigning Lender shall either retain an Individual Commitment of $10,000,000 under each Credit Facility or have assigned the entirety of its Individual Commitments. Any such assignment by a Lender shall not be effective unless and until such Lender has paid to the Administrative Agent an assignment fee in the amount of $3,500 for each Purchasing Lender, unless and until the Purchasing Lender has executed an instrument substantially in the form of Schedule C hereto whereby the Purchasing Lender has agreed to be bound by the terms of the Credit Documents as a Lender and has agreed to a specific Individual Commitment and a specific address and telefacsimile number for the purpose of notices as provided in Section 16.1 and unless and until the requisite consents to such assignment have been obtained, unless and until a copy of a fully executed copy of such instrument has been delivered to each of the Administrative Agent and the Borrowers. Upon any such assignment becoming effective, Schedule A hereto shall be deemed to be amended to include the Purchasing Lender as a Lender with the specific Individual Commitment, address and telefacsimile number as aforesaid and the Individual Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the Purchasing Lender. Notwithstanding the foregoing, no consent of any Person shall be required, nor shall any assignment fee be payable, where a Lender assigns all or any part of its rights and obligations hereunder to one or more other Lenders pledges or assigns its rights hereunder to a Federal Reserve Bank of the United States, the Bank of Canada, the European Central Bank or any other central bank.

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| --- | | (d) | The Borrowers authorize the Administrative Agent and the Lenders to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee or any professional advisor of any Transferee or prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning the Obligors which has been delivered to them by or on behalf of the Borrowers pursuant to this agreement or which has been delivered to them by or on behalf of the Borrowers in connection with their credit evaluation of the Obligors prior to becoming a party to this agreement, so long as any such Transferee agrees not to disclose any confidential, non-public information to any person other than its non-brokerage affiliates, employees, accountants or legal counsel, unless required by law and authorizes each of the Lenders to disclose to any other Lender and to any Person where disclosure is required by law, regulation, legal process or regulatory authority (for certainty under any circumstance and not solely in connection with assignment of rights). | | --- | --- | | 16.6 | Replacement of a Lender | | --- | --- |

Notwithstanding anything contained herein to the contrary, if (i) any Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (for the purposes of this Section, the “Affected Lender”), or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this Agreement that requires the consent of all of the Lenders, the consent of the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender”) the Borrowers may, by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Accommodations and Individual Commitments, if any, in full to one or more Persons (each a “Replacement Lender”) in accordance with the provisions of this Section 16.6 and the consent rights of the Administrative Agent and the Issuing Lender in Section 16.5(c) provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrowers provided the afore-mentioned notice to the Administrative Agent. The Replacement Lender or Replacement Lenders shall, in the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facilities and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facilities (but in no event shall any other Lender or the Administrative Agent be obliged to do so).

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With respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facilities and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facilities shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders under each Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents to the extent they relate to the Credit Facilities on a date mutually acceptable to the Replacement Lenders and the Borrowers. On such date, each of the Replacement Lenders shall execute an instrument substantially in the form of Schedule C hereto and shall extend to the relevant Borrower the Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Terminated Lender the Accommodations of the Terminated Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facilities for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a joinder agreement in form and substance satisfactory to the Borrowers and the Administrative Agent, which shall be executed and delivered by the Borrowers and the Administrative Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Replacement Lender, Schedule A hereto shall be deemed to be amended to reflect the amended or new Individual Commitments of such Replacement Lenders under the Credit Facilities pursuant to the respective amounts of such assumptions.

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| --- | | 16.7 | Entire Agreement | | --- | --- |

This agreement and the agreements referred to herein and delivered pursuant hereto (including, without limitation, the Fee Letters) constitute the entire agreement between the parties hereto and supersede any prior agreements, undertakings, declarations, representations and understandings, both written and verbal, in respect of the subject matter hereof.

16.8	Further Assurances

The Borrowers shall, and shall cause each other Obligor to, from time to time and at all times hereafter, upon every reasonable request of the Administrative Agent, make, do, execute, and deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances and things as may be necessary in the opinion of the Administrative Agent for more effectually implementing and carrying out the true intent and meaning of the Credit Documents or any agreement delivered pursuant hereto or thereto and such additional security, legal opinions, consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions and negotiable documents of title in connection with the property and assets of the Obligor, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may from time to time reasonably request, to ensure (i) that all Secured Assets are subject to a Lien in favour of the Administrative Agent and (ii) the intended first ranking priority of such Liens.

16.9	Judgment Currency
(a)	If, for the purpose of obtaining or enforcing judgment against a Borrower in any court in any jurisdiction,<br>it becomes necessary to convert into a particular currency (such currency being hereinafter in this Section 16.9 referred<br>to as the “Judgment Currency”) an amount due in another currency (such other currency being hereinafter in this<br>Section 16.9 referred to as the “Indebtedness Currency”) under this agreement, the conversion shall be<br>made at the rate of exchange prevailing on the Banking Day immediately preceding:
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(i)	the date of actual payment of the amount due, in the case of any proceeding in the courts of a<br>jurisdiction that will give effect to such conversion being made on such date; or
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(ii)	the date on which the judgment is given, in the case of any proceeding in the courts of any other<br>jurisdiction (the date as of which such conversion is made pursuant to this Section 16.9(a)(ii) being hereinafter in this<br>Section 16.9 referred to as the “Judgment Conversion Date”).
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(b)	If, in the case of any proceeding in the court of any jurisdiction referred to in Section 16.9(a)(ii),<br>there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the<br>amount due, such Borrower shall pay to the appropriate judgment creditor or creditors such additional amount (if any, but in any<br>event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate<br>of exchange prevailing on the date of payment, will produce the amount of the Indebtedness Currency which could have been purchased<br>with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment<br>Conversion Date.
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| --- | | (c) | Any amount due from such Borrower under the provisions of Section 16.9(b) shall be due to the appropriate judgment creditor or creditors as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this agreement. | | --- | --- | | (d) | The term “rate of exchange” in this Section 16.9 means the noon spot rate of exchange for Canadian interbank transactions applied in converting the Indebtedness Currency into the Judgment Currency published by the Bank of Canada for the day in question. | | --- | --- | | 16.10 | Contractual Recognition of Bail-In | | --- | --- |

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)	any Bail-In Action in relation to any such<br>liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal<br>amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
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(ii)	a conversion of all, or part of, any such liability<br>into shares or other instruments of ownership that may be issued to, or conferred on, it; and
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(iii)	a cancellation of any such liability; and
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(b)	a variation of any term of any Finance Document<br>to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
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16.11	Anti-Money Laundering Legislation
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The Borrowers acknowledge that, pursuant to Anti-Money Laundering Legislation, the Finance Parties may be required to obtain, verify and record information regarding each Obligor, their respective directors, authorized signing officers, direct or indirect shareholders or other persons in Control of such Obligor, and the transactions contemplated by the Finance Documents, and disclose such information to Official Bodies. The Borrowers consent to such information being obtained, verified, recorded and disclosed to Official Bodies and agrees to promptly provide to the Finance Parties all such information, including supporting documentation and other evidence, as may be reasonably requested by a Finance Party, or any prospective Transferee or in order to comply with Anti-Money Laundering Legislation.

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| --- | | 16.12 | Disclosure | | --- | --- | | (a) | Each of the Administrative Agent and the other Finance Parties agrees to use all Information solely for the purposes of providing services that are the subject of the Finance Documents and shall treat confidentially all such Information, except that Information may be disclosed (a) to it, its Affiliates and its Affiliates’ respective partners, directors, officers, employees, agents, credit insurers and reinsurers, advisors and representatives (where the Persons to whom disclosure is made will be informed of the confidential nature of the Information and agree to be bound by the provisions of this Section 16.12 or enter into an agreement containing provisions substantially the same as the provisions of this Section 16.12), (b) to the extent requested, and where such disclosure is required by Applicable Law, by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other Finance Party, (e) in connection with the exercise of any remedies under any Credit Document or any action or proceeding relating to any Credit Document or the enforcement of rights under the Credit Documents, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Risk Management Agreement, credit-linked note or similar transaction relating to the Borrowers and the Secured Obligations, and any credit insurance or reinsurance provider relating to each Borrower and its Secured Obligations, (g) with the consent of the Borrowers or (h) to the extent Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Finance Party on a non-confidential basis from a source other than an Obligor. | | --- | --- | | (b) | For purposes of this Section, “Information” means all information received in connection with any Credit Document from any Obligor relating to any Obligor or any of its Subsidiaries or any of their respective businesses, other than any such information that was available to the Administrative Agent or any other Finance Party on a non-confidential basis before such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if the Person has exercised the same degree of care to maintain the confidentiality of the Information as the Person would accord to its own confidential information. In addition, the Administrative Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit Facilities as is necessary to assign unique identifiers, it being understood that the Person to whom disclosure is made will be informed of the confidential nature of the Information and instructed to make available to the public only such Information as the Person normally makes available in the course of its business of assigning identification numbers. | | --- | --- |

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| --- | | (c) | In addition, the Administrative Agent may provide customary information including details of the Obligors, the amount, term, purpose, pricing and repayment requirements of the Credit Facilities and the principal covenants contained in this Agreement to Loan Pricing Corporation and/or other recognized trade publishers of information for general circulation in the loan market. | | --- | --- | | 16.13 | USA PATRIOT Act Notice | | --- | --- |

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Obligor, which information includes the names and address of each Obligor and other information that will allow such Lender or the Administrative Agent, as applicable to identify each Obligor in accordance with the Act.

16.14	Joint and Several Liability of Borrowers
(a)	Each Borrower is accepting joint and several liability hereunder in consideration of the financial<br>accommodations to be provided by the Lenders under this agreement, for the mutual benefit, directly and indirectly, of each Borrower<br>and in consideration of the undertakings of the other Borrower to accept joint and several liability for the obligations owing<br>to the Lenders or the Administrative Agent under this agreement (collectively, but excluding Excluded Swap Obligations, the “Obligations”).
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(b)	Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely<br>as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance<br>of all of the Obligations (including, without limitation, any Obligations arising under this Section 16.14), it being the intention<br>of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences<br>or distinction among them.
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(c)	If and to the extent that any Borrower shall fail to make any payment with respect to any of the<br>Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event<br>the other Borrowers will make such payment with respect to, or perform, such Obligation.
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(d)	The Obligations of each Borrower under the provisions of this Section 16.14 constitute the absolute<br>and unconditional, full recourse Obligations of each Borrower enforceable against each such Borrower to the full extent of its<br>properties and assets, irrespective of the validity, regularity or enforceability of this agreement or any other circumstances<br>whatsoever.
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| --- | | (e) | Except as otherwise expressly provided in this agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan issued under or pursuant to this agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this agreement, notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this agreement (except as otherwise provided in this agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this agreement, any and all other indulgences whatsoever by Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. The obligations of each Borrower under this Section 16.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any Borrower. Each Borrower hereby waives and agrees not to assert any right to require the Administrative Agent or any Lender to proceed against any other Borrower, any Guarantor or any other Person, or to pursue any other right, remedy, power or privilege of the Administrative Agent or any Lender whatsoever, any defense arising by reason of any lack of corporate or other authority or any other defense of any other Borrower, any Guarantor or any other Person, without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 16.14. | | --- | --- | | (f) | Each Borrower represents and warrants to the Lenders that such Borrower is currently informed of the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to the Lenders that such Borrower has read and understands the terms and conditions of the Finance Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the other Borrower’s financial condition, the financial condition of any other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. | | --- | --- |

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| --- | | (g) | The provisions of this Section 16.14 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by them from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on the part of Lenders or any of their respective successors or assigns to first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Borrowers or to exhaust any remedies available to it or them against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 16.14 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. | | --- | --- | | (h) | Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Borrowers with respect to any liability incurred by it hereunder or under any of the other Finance Documents, any payments made by it to the Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to the Lenders hereunder or under any other Finance Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. | | --- | --- | | (i) | Each Borrower hereby agrees that, after the occurrence and during the continuance of an Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of an Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lender, and such Borrower shall deliver any such amounts to the Borrower for application to the Obligations in accordance with the terms hereof. | | --- | --- |

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IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement on the date first written above.

Equinox Gold Corp.<br><br> Suite 1501, 700 West Pender St.<br><br> Vancouver, BC V6C 1G8	**<br><br> <br>EQUINOX GOLD CORP.**
	By:	(Signed)
Attention: Chief Financial Officer and General Counsel		Name: <br><br>Title:
Telefax: (604) [Redacted]<br><br> <br>Email: [Redacted]
	By:	(Signed)
		Name:
		Title:
Solius AcquireCo Inc.<br><br> c/o Equinox Gold Corp.<br><br> Suite 1501, 700 West Pender St.<br><br> Vancouver, BC V6C 1G8	SOLIUS ACQUIRECO INC.
---	---	---
	By:	(Signed)
Attention: Chief Financial Officer and General Counsel		Name: <br><br>Title:
Telefax: (604) [Redacted]<br><br> <br>Email: [Redacted]
	By:	(Signed)
		Name:
		Title:
Leagold Mining Corporation<br><br> c/o Equinox Gold Corp.<br><br> Suite 1501, 700 West Pender St.<br><br> Vancouver, BC V6C 1G8	LEAGOLD MINING CORPORATION
---	---	---
	By:	(Signed)
Attention: Chief Financial Officer and General Counsel		Name: <br><br>Title:
Telefax: (604) [Redacted]<br><br> <br>Email: [Redacted]
	By:	(Signed)
		Name:
		Title:

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| --- | --- | | The Bank of Nova Scotia [Redacted] 40 King Street West, 62^nd^ Floor Toronto, Ontario M5W 2X6 | THE BANK OF NOVA SCOTIA, as Administrative Agent | | | --- | --- | --- | | | By: | (Signed) | | Attention: [Redacted] | | Name: | | Telefax: (416) [Redacted] | | Title: | | Email: [Redacted] | | | | | By: | (Signed) | | | | Name: | | | | Title: |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | The Bank of Nova Scotia [Redacted] 1800 - 650 West Georgia Street Vancouver, British Columbia V6B 4N7 | | THE BANK OF NOVA SCOTIA, as Lender | | | --- | --- | --- | --- | | | | By: | (Signed) | | Attention: [Redacted] | | | Name: | | Telefax: (604) [Redacted] | | | Title: | | Email: [Redacted] | | | | | | By: | (Signed) | | | | | Name: | | | | | Title: |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | Bank of Montreal 885 West Georgia Street 18^th^ Floor Vancouver, BC V6C 3G1 | BANK OF MONTREAL, as Lender | | | --- | --- | --- | | | By: | (Signed) | | Attention: [Redacted] | | Name: Title: | | Telefax: Not applicable Email: [Redacted] | | |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | ING Capital LLC 1133 6^th^ Avenue New York, NY 10002 | | ING CAPITAL LLC, as Lender | | | --- | --- | --- | --- | | | | By: | (Signed) | | Attention: [Redacted] | | | Name: Title: | | Email: [Redacted] | | | | | | By: | (Signed) | | | | | Name: | | | | | Title: |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | Société Générale 245 Park Avenue New York, NY 10167 | SOCIÉTÉ GÉNÉRALE, as Lender | | | --- | --- | --- | | | By: | (Signed) | | Attention: [Redacted] | | Name: Title: | | Telefax: N/A Email: [Redacted] | | |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | Investec Bank plc 30 Gresham Street London EC2V 7QP | | INVESTEC BANK PLC, as Lender | | | --- | --- | --- | --- | | | | By: | (Signed) | | Attention: [Redacted] | | | Name: Title: | | Email: [Redacted] | | | | | | By: | (Signed) | | | | | Name: | | | | | Title: |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | MUFG Bank, Ltd., Canada Branch 200 Bay Street, Suite 1800 Toronto, ON M5J 2J1 | MUFG BANK, LTD., CANADA BRANCH, as Lender | | | --- | --- | --- | | | By: | (Signed) | | Attention: [Redacted] | | Name: Title: | | Telefax: (416) [Redacted] Email: [Redacted] | | |

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| --- | --- | | Bank of China Toronto Branch 6108 One First Canadian Place 100 King Street West, P.O. Box 241 Toronto, ON, M5X 1C8 | | BANK OF CHINA TORONTO BRANCH, as Lender | | | --- | --- | --- | --- | | | | By: | (Signed) | | Attention: [Redacted] | | | Name: Title: | | Telefax: (416) [Redacted] | | | | | Email: [Redacted] | | | | | | By: | (Signed) | | | | | Name: | | | | | Title: |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | Canadian Imperial Bank of Commerce 161 Bay Street, 8^th^ Floor Toronto, ON M5J 2S8 | | CANADIAN IMPERIAL BANK OF COMMERCE, as Lender | | | --- | --- | --- | --- | | | | By: | (Signed) | | Attention: [Redacted] | | | Name: Title: | | Telefax: (416) [Redacted] | | | | | Email: [Redacted] | | | | | | By: | (Signed) | | | | | Name: | | | | | Title: |

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

| --- | --- | | National Bank of Canada 130 King Street West 32^nd^ Floor, Toronto, Ontario, M5X 1J9 | | NATIONAL BANK OF CANADA, as Lender | | | --- | --- | --- | --- | | | | By: | (Signed) | | Attention: [Redacted] | | | Name: Title: | | Telefax: (416) [Redacted] | | | | | Email: [Redacted] | | | | | | By: | (Signed) | | | | | Name: | | | | | Title: |

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Schedule A

LENDERS AND INDIVIDUAL COMMITMENTS

**<br><br> <br>Lenders**	<br><br> <br>Individual Commitments<br><br> <br>
	NRT Facility	RT Facility
The Bank of Nova Scotia	[Redacted]	[Redacted]
Bank of Montreal	[Redacted]	[Redacted]
ING Capital LLC	[Redacted]	[Redacted]
Societe Generale	[Redacted]	[Redacted]
Investec Bank plc	[Redacted]	[Redacted]
MUFG Bank, Ltd., Canada Branch	[Redacted]	[Redacted]
Bank of China Toronto Branch	[Redacted]	[Redacted]
Canadian Imperial Bank of Commerce	[Redacted]	[Redacted]
National Bank of Canada	[Redacted]	[Redacted]
Total	[Redacted]	[Redacted]

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Schedule B

COMPLIANCE CERTIFICATE

TO:	THE BANK OF NOVA SCOTIA, as administrative agent

I, ____________________, the [senior financial officer] of Equinox Gold Corp. (“Equinox”), hereby certify that, not in a personal capacity and without personal liability:

1.	I am the duly appointed [senior financial officer] of Equinox named in the second amended and restated<br>credit agreement dated as of March 10, 2020 (as amended to the date hereof, the “Credit Agreement”) between<br>Equinox, Solius AcquireCo Inc., Leagold Mining Corporation, the Lenders named therein and The Bank of Nova Scotia, as administrative<br>agent of the Lenders and as such I am providing this Certificate for and on behalf of Equinox pursuant to the Credit Agreement.
2.	I am familiar with and have examined the provisions of the Credit Agreement including, without<br>limitation, those of Article 10, Article 11 and Article 13 therein.
---	---
3.	To the best of my knowledge, information and belief and after due inquiry, no Default has occurred<br>and is continuing.
---	---
4.	As at or for the relevant period ending _______________________, the amounts and financial ratios<br>as contained in Sections 11.1(m), (n), (n) (o) and (p) of the Credit Agreement are as follows and detailed calculations thereof<br>are attached hereto:
---	---
	Actual Amount or Percentage	Required Amount or Percentage
---	---	---
(a) Leverage Ratio		<3.50:1
(b) Interest Service Coverage Ratio		>4.00:1
(c) Tangible Net Worth		$550,000,000
(d) Minimum Liquidity		$50,000,000

The attached calculation worksheet as at the relevant period ending ________ accurately sets out the information therein contained.

5.	Unless the context otherwise requires, capitalized terms in the Credit Agreement which appear herein<br>without definitions shall have the meanings ascribed thereto in the Credit Agreement.

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| --- |

DATED this _______ day of _____________, 20____.

(Signature)
(Name - please print)
(Title of Senior Financial Officer)

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Calculation Worksheet

Following the definitions and calculations more fully defined in the Credit Agreement:

Leverage Ratio

Total Indebtedness	$	(A)
Unrestricted Cash	$	(B)
Rolling EBITDA	$	(C)
Leverage Ratio (Actual)		(A-B:C)

Leverage Ratio (Max. Permitted): < 3.50:1

Compliance [Yes]/[No]

Tangible Net Worth

Minimum Tangible Net Worth:
Actual Tangible Net Worth:

All values are in US Dollars.

Compliance [Yes]/[No]

Interest Service Coverage Ratio

Rolling EBITDA	$	(F)
Rolling Interest Service	$	(G)
Interest Service Coverage Ratio (Actual):	$	(F:G)

Interest Service Coverage Ratio (Min. Permitted): >4.00:1

Compliance [Yes]/[No]

Minimum Liquidity

Unrestricted Cash subject to the Security	$	(H)
<@>	$	(I)
Available Credit:	$	(H+I)

Minimum Liquidity (Min. Permitted): $50,000,000

Compliance [Yes]/[No]

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Schedule C

FORM OF ASSIGNMENT

Dated __________, 20___

Reference is made to the second amended and restated credit agreement dated as of March 10, 2020 (as amended to the date hereof, the “CreditAgreement”) between Equinox Gold Corp., Solius AcquireCo Inc. and Leagold Mining Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders (in that capacity, the “AdministrativeAgent”). Terms defined in the Credit Agreement are used herein as therein defined.

_________________ (the “Assignor”) and _________________ (the “Assignee”) agree as follows:

(a)	The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes<br>from the Assignor, a ______% interest in and to all of the Assignor’s rights and obligations under the Credit Agreement with<br>respect to the [NRT][RT] Facility (the “Facility”) as of the Effective Date (as defined below) (including,<br>without limitation, such percentage interest in the Assignor’s Individual Commitment with respect to the Facility as in effect<br>on the Effective Date, the credit extended by the Assignor under the Facility and outstanding on the Effective Date and the corresponding<br>rights and obligations of the Assignor under all of the Credit Documents as it relates to the Facility).
(b)	The Assignor (i) represents and warrants that as of the date hereof its Individual Commitment<br>with respect to the Facility is $___________ (without giving effect to assignments thereof which have not yet become effective,<br>including, but not limited to, the assignment contemplated hereby), and the aggregate outstanding amount of credit extended by<br>it under the Facility is $___________ (without giving effect to assignments thereof which have not yet become effective, including,<br>but not limited to, the assignment contemplated hereby); (ii) represents and warrants that it is the legal and beneficial<br>owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes<br>no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made<br>in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or<br>value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iv) makes no representation<br>or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance<br>by the Obligors of any of their obligations under the Credit Documents or any other instrument or document furnished pursuant thereto;<br>and (v) gives notice to the Administrative Agent and the Borrowers of the assignment to the Assignee hereunder.
---	---
(c)	The effective date of this Assignment (the “Effective Date”) shall be the later<br>of ___________ and the date on which a copy of a fully executed copy of this Assignment has been delivered to the Borrowers and<br>the Administrative Agent in accordance with Section 16.5(c) of the Credit Agreement.
---	---

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| --- | | (d) | The Assignee hereby agrees to the specific Individual Commitment under the Facility of $___________ and to the address and telefacsimile number set out after its name on the signature page hereof for the purpose of notices as provided in Section 16.1 of the Credit Agreement. | | --- | --- | | (e) | As of the Effective Date (i) the Assignee shall, in addition to any rights and obligations under the Credit Documents held by it immediately prior to the Effective Date, have the rights and obligations under the Credit Documents that have been assigned to it pursuant to this Assignment and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Credit Documents. | | --- | --- | | (f) | The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Documents for periods prior to the Effective Date directly between themselves. | | --- | --- |

This Assignment shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein.

[ASSIGNOR]
By:
	Name:<br><br> <br>Title:
[ASSIGNEE]
---	---
By:
	Name:<br><br> <br>Title:
Address
---
Attention:

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Acknowledged and agreed to as of this ___________ day of ___________, 20______.

THE BANK OF NOVA SCOTIA, as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Acknowledged and agreed to as of this _________ day of _____________, 20_____.

^1^EQUINOX GOLD CORP.
By:
	Name:
	Title:
^2^SOLIUS ACQUIRECO INC.
---	---
By:
	Name:
	Title:
^3^LEAGOLD MINING CORPORATION
---	---
By:
	Name:
	Title:
^1^	Only required if no Default has occurred and is continuing.
---	---
^2^	Only required if no Default has occurred and is continuing.
^3^	Only required if no Default has occurred and is continuing.

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Schedule D

FORM OF DRAWDOWN NOTICE

TO:

The Bank of Nova Scotia, as Administrative Agent [Redacted] 2^nd^ Floor, 720 King Street Toronto, Ontario M5V 2T3 Attention: [Redacted] Facsimile: [Redacted] With a copy to: [Redacted] 40 King Street West, 62^nd^ Floor Toronto, Ontario M5W 2X6 Attention: [Redacted] Facsimile: [Redacted]

RE:

Second Amended and Restated Credit Agreement dated as of March 10, 2020 (as amended to the date hereof, the “Credit Agreement”) between Equinox Gold Corp., Solius AcquireCo Inc. and Leagold Mining Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders

Pursuant to the terms of the Credit Agreement, the undersigned hereby irrevocably notifies you that it wishes to draw down under the Credit Facility on [date of drawdown] as follows:

Credit Facility:
Availment Option:
Amount:
If LIBOR Loan, Interest Period:

[You are hereby irrevocably authorized and directed to pay the proceeds of the drawdown to _______________ and this shall be your good and sufficient authority for so doing.]

No Default or Event of Default has occurred and is continuing nor will arise as a result of the extension of credit hereby requested and the undersigned hereby confirms the truth and accuracy of the representations and warranties set forth in Article 10 of the Credit Agreement in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) except to the extent any such representation and warranty expressly relates solely to an earlier date.

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All capitalized terms defined in the Credit Agreement and used herein shall have the meanings ascribed thereto in the Credit Agreement.

DATED the ______ day of _______________, 20___.

[EQUINOX GOLD CORP.4 / SOLIUS ACQUIRECO INC. / LEAGOLD MINING CORPORATION]
By:
	Name:
	Title:
By:
	Name:
	Title:

4 NTD: Only Equinox is permitted to draw down on the NRT Facility.

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Schedule E

FORM OF ROLLOVER NOTICE

TO:

RE:

Pursuant to the terms of the Credit Agreement, the undersigned hereby irrevocably requests a rollover of outstanding credit under the [NRT][RT] Facility on [date of rollover] as follows:

Loans

Maturity Date of Maturing LIBOR Loan
Principal Amount of Maturing LIBOR Loan	$
Portion Thereof to be Replaced	$
Interest Period of New LIBOR Loan	months

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| --- |

All capitalized terms defined in the Credit Agreement and used herein shall have the meaning ascribed thereto in the Credit Agreement.

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| --- |

DATED the _________ day of ________________, 20____.

[EQUINOX GOLD CORP. / SOLIUS ACQUIRECO INC. / LEAGOLD MINING CORPORATION]
By:
	Name:
	Title:
By:
	Name:
	Title:

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Schedule F

Form of Conversion Notice

TO:

The Bank of Nova Scotia, as Administrative Agent **** [Redacted] 2^nd^ Floor, 720 King Street Toronto, Ontario M5V 2T3 Attention: [Redacted] Facsimile: [Redacted] With a copy to: [Redacted] 40 King Street West, 62^nd^ Floor Toronto, Ontario M5W 2X6 Attention: [Redacted] Facsimile: [Redacted]

RE:

Pursuant to the terms of the Credit Agreement, the undersigned hereby irrevocably requests a conversion of outstanding credit under the [NRT][RT] Facility on [date of conversion] as follows:

Converting From
LIBOR Loans<br><br> <br><br><br> <br>Maturity Date of	______	$_____________
Maturing LIBOR Loan
Principal Amount of	_____________
Maturing LIBOR Loan
Portion Thereof to	_____________	_____ months
be converted

Base Rate Loans
Principal Amount	_____________	$_____________
of Base Rate
Loan to be converted
Portion Thereof	_____________
to be converted

All values are in US Dollars.

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All capitalized terms defined in the Credit Agreement and used herein shall have the meaning ascribed thereto in the Credit Agreement.

DATED the ________ day of _____________, 20____.

[EQUINOX GOLD CORP. / SOLIUS ACQUIRECO INC. / LEAGOLD MINING CORPORATION]
By:
	Name:
	Title:
By:
	Name:
	Title:

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Schedule G

[Redacted]

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Schedule H

APPLICABLE RATES

Level	Leverage Ratio	Base Rate Loan interest rate margin	LIBOR Loan interest rate margin and Letter issuance fee rate	Standby Fee
I	[Redacted]	[Redacted]	[Redacted]	[Redacted]
II	[Redacted]	[Redacted]	[Redacted]	[Redacted]
III	[Redacted]	[Redacted]	[Redacted]	[Redacted]
IV	[Redacted]	[Redacted]	[Redacted]	[Redacted]

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Schedule I

GUARANTEE, SECURITY DOCUMENTS

(A) Guarantees

Canadian law Documents

1.	Guarantee of the Borrowers in Article 15 of the Credit Agreement.
2.	Guarantee Agreement dated October 30, 2018 governed by the laws of the Province of British Columbia<br>and entered into among New Gold Mesquite, Western Goldfields (USA) Inc., Western Mesquite Mines, Inc. and the Administrative Agent.
---	---
3.	Guarantee Agreement dated April 11, 2019 governed by the laws of the Province of British Columbia<br>and entered into among NewCastle Gold Ltd., Telegraph Gold Inc. and the Administrative Agent, as supplemented by instruments of<br>adhesion dated June 21, 2019 entered into by each of Castle Mountain Venture, Viceroy Gold Corporation, Solius Holdco Inc., Mineracão<br>Aurizona S.A., Luna Gold Pesquisa Mineral LTDA, Aurizona Goldfields Corporation and Luna Gold Corp., and as further supplemented<br>by instruments of adhesion dated March 10, 2020 entered into by each of Leagold (BC) Holdings Corporation, MXN Silver Corp., Leagold<br>(Barbados) Holdings Ltd., Mineracão Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento Mineral Ltda., Santa Luz<br>Desenvolvimento Mineral Ltda., Pilar de Goias Desenvolvimento Mineral S.A., Leagold Netherlands B.V., Leagold LatAm Holdings B.V.,<br>Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Luz Holdings B.V., Leagold Pilar Holdings B.V. and Leagold<br>Finance II B.V.
---	---

Mexican law Documents

4.	Guarantee Agreement dated March 10, 2020 governed by the federal laws of Mexico and entered into<br>by Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent.
5.	Guarantee Agreement dated March 10, 2020 governed by the federal laws of Mexico and entered into<br>by Administración Los Filos, S.A.P.I de C.V. and the Administrative Agent.
---	---
6.	Guarantee Agreement dated March 10, 2020 governed by the federal laws of Mexico and entered into<br>by Leagold Mexico, S.A.P.I de C.V. and the Administrative Agent.
---	---
7.	Guarantee Agreement dated March 10, 2020 governed by the federal laws of Mexico and entered into<br>by Mina Leagold Los Filos, S.A.P.I de C.V. and the Administrative Agent.
---	---
8.	Guarantee Agreement dated March 10, 2020 governed by the federal laws of Mexico and entered into<br>by Exploradora de Yacimientos Los Filos, S.A. de C.V. and the Administrative Agent.
---	---
9.	Guarantee Agreement dated March 10, 2020 governed by the federal laws of Mexico and entered into<br>by Minera Thesalia, S.A. de C.V. and the Administrative Agent.
---	---

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(B) SecurityDocuments

Canadian law Documents

1.	General Security Agreement dated April 11, 2019 governed by the laws of the Province of British<br>Columbia and entered into by Equinox Gold Corp. and the Administrative Agent.
2.	General Security Agreement dated April 11, 2019 governed by the laws of the Province of British<br>Columbia and entered into by NewCastle Gold Ltd. and the Administrative Agent.
---	---
3.	General security agreement dated June 21, 2019 governed by the laws of the Province of British<br>Columbia and entered into between Telegraph Gold Inc. and the Administrative Agent.
---	---
4.	General security agreement dated June 21, 2019 governed by the laws of the Province of British<br>Columbia and entered into between Luna Gold Corp. and the Administrative Agent.
---	---
5.	General security agreement dated June 21, 2019 governed by the laws of the Province of British<br>Columbia and entered into between Aurizona Goldfields Corporation and the Administrative Agent.
---	---
6.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Leagold Mining Corporation and the Administrative Agent.
---	---
7.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Leagold (BC) Holding Corporation and the Administrative Agent.
---	---
8.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Pilar de Goias Desenvolvimento Mineral S.A. and the Administrative Agent.
---	---
9.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Fazenda Brasileiro Desenvolvimento Mineral Ltda. and the Administrative Agent.
---	---
10.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Mineracão Riacho dos Machados Ltda. and the Administrative Agent.
---	---
11.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent.
---	---
12.	General Security Agreement dated March 10, 2020 governed by the laws of the Province of British<br>Columbia and entered into by Leagold (Barbados) Holdings Ltd. and the Administrative Agent.
---	---

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| --- | | 13. | Amended and Restated Securities Account Control Agreement governed by the laws of the Province of British Columbia to be entered into by Equinox, the Administrative Agent, the Convertible Debentures Agent [Redacted] | | --- | --- |

U.S. law Documents

14.	Amended and Restated Security Agreement dated April 11, 2019 governed by the laws of the State<br>of Nevada and entered into among New Gold Mesquite, Western Goldfields (USA) Inc., Western Mesquite Mines, Inc. and the Administrative<br>Agent.
15.	Amended and Restated Security Agreement dated April 11, 2019 governed by the laws of the State<br>of Nevada and entered into between Solius AcquireCo Inc. and the Administrative Agent.
---	---
16.	Security and Pledge Agreement dated June 21, 2019 governed by the laws of the State of Nevada and<br>entered into between Solius Holdco Inc., Viceroy Gold Corporation, Castle Mountain Venture and the Administrative Agent.
---	---
17.	Amended and Restated Stock Pledge Agreement dated April 11, 2019 governed by the laws of the state<br>of Nevada and entered into between Solius Holdco and the Administrative Agent with respect to the pledge of the shares of Solius<br>AcquireCo Inc.
---	---
18.	Amended and Restated Stock Pledge Agreement dated April 11, 2019 governed by the laws of the state<br>of Nevada and entered into between Solius AcquireCo Inc. and the Administrative Agent with respect to the pledge of the shares<br>of New Gold Mesquite.
---	---
19.	Amended and Restated Stock Pledge Agreement dated April 11, 2019 governed by the laws of the state<br>of Nevada and entered into between New Gold Mesquite and the Administrative Agent with respect to the pledge of the shares of Western<br>Goldfields (USA) Inc.
---	---
20.	Amended and Restated Stock Pledge Agreement dated April 11, 2019 governed by the laws of the state<br>of Nevada and entered into between Western Goldfields (USA) Inc. and the Administrative Agent with respect to the pledge of the<br>shares of Western Mesquite Mines, Inc.
---	---
21.	Stock Pledge Agreement dated June 21, 2019 governed by the laws of the State of Nevada and entered<br>into between Telegraph Gold Inc. and the Administrative Agent with respect to the pledge of the shares of Solius Holdco Inc.
---	---
22.	Partnership Interests Pledge Agreement dated June 21, 2019 governed by the laws of the State of<br>Nevada to be entered into by Telegraph Gold Inc., Viceroy Gold Corporation, Castle Mountain Venture and the Administrative Agent<br>with respect to the pledge of the interests in Castle Mountain Venture.
---	---
23.	Amended and Restated Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement<br>and Fixture Filing dated April 9, 2019 governed by the laws of the state of California and entered into by Western Mesquite Mines,<br>Inc. in favour of First American Title Insurance Company, for the benefit of the Administrative Agent, as amended by the Amendment<br>of Amended and Restated Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing dated February<br>26, 2020 governed by the laws of the state of California and entered into by Western Mesquite Mines, Inc. in favour of First American<br>Title Insurance Company, for the benefit of the Administrative Agent.
---	---

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| --- | | 24. | Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing dated June 21, 2019 governed by the laws of the State of California and entered into by Castle Mountain for the benefit of the Administrative Agent, as amended by the Amended and Restated Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing dated February 28, 2020 governed by the laws of the state of California and entered into between Castle Mountain Venture for the benefit of the Administrative Agent. | | --- | --- | | 25. | Deposit Account Control Agreement dated June 21, 2019 governed by the laws of the State of Nevada and entered into between Aurizona Goldfields Corp., the Administrative Agent, the Convertible Debentures Agent [Redacted] | | --- | --- | | 26. | Amended and Restated Deposit Account Control Agreement dated March 10, 2020 governed by the laws of the State of Nevada entered into among Western Mesquite Mines, Inc., the Administrative Agent, Convertible Debentures Agent and [Redacted]. | | --- | --- | | 27. | Amended and Restated Deposit Account Control Agreement dated March 10, 2020 governed by the laws of the State of Nevada entered into among New Gold Mesquite, the Administrative Agent, Convertible Debentures Agent and [Redacted]. | | --- | --- | | 28. | Amended and Restated Deposit Account Control Agreement dated March 10, 2020 governed by the laws of the State of Nevada entered into among Western Goldfields (USA) Inc., the Administrative Agent, Convertible Debentures Agent and [Redacted]. | | --- | --- | | 29. | Deposit Account Control Agreement dated March 10, 2020 governed by the laws of the State of New York entered into among Desarrollos Mineros San Luis, S.A. de C.V., the Administrative Agent, MDC Industry Holding Company LLC and [Redacted]. | | --- | --- |

Brazilian law Documents

30.

Quota Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Aurizona Goldfields Corporation, Luna Gold Pesquisa Mineral Ltda., Luna Gold Participacões Ltda. and the Administrative Agent with respect to the quotas in Luna Gold Pesquisa Mineral Ltda, as amended by the First Amendment to the Quota Pledge Agreement dated March 10, 2020 and entered into by Aurizona Goldfields Corporation, Luna Gold Pesquisa Mineral Ltda., Luna Gold Participacões Ltda. and the Administrative Agent.

31.

Quota Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold RDM Holdings B.V., Leagold Latam Holdings B.V. and the Administrative Agent with respect to the quotas in Mineracão Riacho dos Machados Ltda.

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| - 5 - |

| --- | | 32. | Quota Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold Fazenda Holdings B.V., Leagold Latam Holdings B.V. and the Administrative Agent with respect to the quotas in Fazenda Brasileiro Desenvolvimento Mineral Ltda. | | --- | --- | | 33. | Quota Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold Santa Luz Holdings B.V., Leagold Latam Holdings B.V. and the Administrative Agent with respect to the quotas in Santa Luz Desenvolvimento Mineral Ltda. | | --- | --- | | 34. | Share Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Aurizona Goldfields Corporation, Mineracão Aurizona S.A., Luna Gold Participacões Ltda. and the Administrative Agent with respect to the shares of Mineracão Aurizona S.A., as amended by the First Amendment to the Share Pledge Agreement dated March 10, 2020 and entered into by Aurizona Goldfields Corporation and Mineracão Aurizona S.A., Luna Gold Participacões Ltda. and the Administrative Agent. | | --- | --- | | 35. | Share Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Leagold Pilar Holdings B.V., Leagold Latam Holdings B.V. and the Administrative Agent, with respect to the shares of Pilar de Goias Desenvolvimento Mineral S.A. | | --- | --- | | 36. | Conditional Assignment of Mineral Rights Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Aurizona Goldfields Corporation, Mineracão Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent, as amended by the First Amendment to the Conditional Assignment of Mineral Rights Agreement dated March 10, 2020 and entered into by Aurizona Goldfields Corporation, Mineracão Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent. | | --- | --- | | 37. | Conditional Assignment of Mineral Rights Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Pilar de Goias Desenvolvimento Mineral S.A., Mineracão Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and the Administrative Agent. | | --- | --- | | 38. | Gold Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Mineracão Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent, as amended by the First Amendment to the Gold Pledge Agreement dated March 10, 2020 and entered into by Mineracão Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent. | | --- | --- | | 39. | Gold Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Pilar de Goias Desenvolvimento Mineral S.A., Mineracão Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and the Administrative Agent. | | --- | --- | | 40. | Credit Rights and Accounts Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Mineracão Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent with respect to certain credit rights and accounts held by Mineracão Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda, as amended by the First Amendment to the Credit Rights and Accounts Pledge Agreement dated March 10, 2020 and entered into by Mineracão Aurizona S.A., Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent. | | --- | --- |

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| - 6 - |

| --- | | 41. | Credit Rights and Accounts Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Pilar de Goias Desenvolvimento Mineral S.A., Mineracão Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and the Administrative Agent with respect to certain credit rights and accounts held by Pilar de Goias Desenvolvimento Mineral S.A., Mineracão Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. | | --- | --- | | 42. | Equipment and Inventory Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Mineracão Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent, as amended by the First Amendment to the Equipment and Inventory Pledge Agreement dated March 10, 2020 and entered into by Mineracão Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent. | | --- | --- | | 43. | Mining Concessions Pledge Agreement dated June 21, 2019 governed by the laws of Brazil and entered into by Mineracão Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent, as amended by the First Amendment to the Mining Concessions Pledge Agreement dated March 10, 2020 and entered into by Mineracão Aurizona S.A. and Luna Gold Pesquisa Mineral Ltda. and the Administrative Agent. | | --- | --- | | 44. | Mining Concessions Pledge Agreement dated March 10, 2020 governed by the laws of Brazil and entered into by Pilar de Goias Desenvolvimento Mineral S.A., Mineracão Riacho dos Machados Ltda., Fazenda Brasileiro Desenvolvimento Mineral Ltda., Santa Luz Desenvolvimento Mineral Ltda. and the Administrative Agent. | | --- | --- | | 45. | Public Deed of Mortgage dated March 10, 2020 governed by the laws of Brazil and entered into by Mineracão Riacho dos Machados Ltda. and the Administrative Agent with respect to the Material Brazilian Real Property held by Mineracão Riacho dos Machados Ltda. | | --- | --- | | 46. | Public Deed of Mortgage dated March 10, 2020 governed by the laws of Brazil and entered into by Fazenda Brasileiro Desenvolvimento Mineral Ltda. and the Administrative Agent with respect to the Material Brazilian Real Property held by Fazenda Brasileiro Desenvolvimento Mineral Ltda. | | --- | --- |

Mexican law Documents

47.	Share Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by<br>Administración Los Filos, S.A.P.I de C.V., Leagold Netherlands B.V., Leagold (BC) Holding Corporation and the Administrative<br>Agent with respect to the equity in Administración Los Filos, S.A.P.I de C.V.
48.	Share Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by<br>Leagold Mexico, S.A.P.I de C.V., Leagold Netherlands B.V., Leagold (BC) Holding Corporation and the Administrative Agent with respect<br>to the equity in Leagold Mexico, S.A.P.I de C.V.
---	---

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| - 7 - |

| --- | | 49. | Share Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Leagold Mexico, S.A.P.I de C.V., Mina Leagold Los Filos, S.A.P.I de C.V., Leagold (BC) Holding Corporation and the Administrative Agent with respect to the equity in Mina Leagold Los Filos, S.A.P.I de C.V. | | --- | --- | | 50. | Share Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Desarrollos Mineros San Luis, S.A. de C.V., Leagold Mexico, S.A.P.I de C.V., Mina Leagold Los Filos, S.A.P.I de C.V. and the Administrative Agent with respect to the equity in Desarrollos Mineros San Luis, S.A. de C.V. | | --- | --- | | 51. | Share Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Exploradora de Yacimientos Los Filos, S.A. de C.V., Leagold Mexico, S.A.P.I de C.V., Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent with respect to the equity in Exploradora de Yacimientos Los Filos, S.A. de C.V. | | --- | --- | | 52. | Share Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Minera Thesalia, S.A. de C.V., Leagold Mexico, S.A.P.I de C.V., Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent with respect to the equity in Minera Thesalia, S.A. de C.V. | | --- | --- | | 53. | Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Administración Los Filos, S.A.P.I de C.V. and the Administrative Agent. | | --- | --- | | 54. | Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Leagold Mexico, S.A.P.I de C.V. and the Administrative Agent. | | --- | --- | | 55. | Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Mina Leagold Los Filos, S.A.P.I de C.V. and the Administrative Agent. | | --- | --- | | 56. | Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent. | | --- | --- | | 57. | Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Exploradora de Yacimientos Los Filos, S.A. de C.V. and the Administrative Agent. | | --- | --- | | 58. | Non Possessory Pledge Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Minera Thesalia, S.A. de C.V. and the Administrative Agent. | | --- | --- | | 59. | Mortgage Agreement dated March 10, 2020 governed by the laws of Mexico and entered into by Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent. | | --- | --- |

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Dutch law Documents

60.	Omnibus Pledge Agreement dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold Netherlands B.V., Leagold LatAm Holdings B.V., Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold<br>Santa Luz Holdings B.V., Leagold Pilar Holdings B.V., Leagold Finance II B.V. and the Administrative Agent with respect to the<br>pledge of accounts receivable, insurance receivables, intercompany receivables, intellectual property rights and moveable assets.
61.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold LatAm Holdings B.V., Leagold Santa Luz Holdings B.V. and the Administrative Agent with respect to the shares of<br>Leagold Santa Luz Holdings B.V.
---	---
62.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold Mining Corporation, Leagold LatAm Holdings B.V. and the Administrative Agent with respect to the shares of LatAm<br>Holdings B.V.
---	---
63.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold RDM Holdings B.V., LatAm Holdings B.V. and the Administrative Agent with respect to the shares of Leagold RDM Holdings<br>B.V.
---	---
64.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold Pilar Holdings B.V., LatAm Holdings B.V. and the Administrative Agent with respect to the shares of Leagold Pilar<br>Holdings B.V.
---	---
65.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold Mining Corporation, Leagold Netherlands B.V. and the Administrative Agent with respect to the shares of Leagold<br>Netherlands B.V.
---	---
66.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold Fazenda Holdings B.V., Leagold LatAm Holdings B.V. and the Administrative Agent with respect to the shares of Leagold<br>Fazenda Holdings B.V.
---	---
67.	Deed of Pledge of Shares dated March 10, 2020 governed by the laws of the Netherlands and entered<br>into by Leagold Finance II B.V., Leagold LatAm Holdings B.V. and the Administrative Agent with respect to the shares of Leagold<br>Finance II B.V.
---	---

Barbadian law Documents

68.	Charge Over Shares dated March 10, 2020 governed by the laws of Barbados and entered into by Leagold<br>Mining Corporation, MXN Silver Corp. and the Administrative Agent with respect to the shares of MXN Silver Corp.
69.	Charge Over Shares dated March 10, 2020 governed by the laws of Barbados and entered into by Leagold<br>Mining Corporation, Leagold (Barbados) Holdings Ltd. and the Administrative Agent with respect to the shares of Leagold (Barbados)<br>Holdings Ltd.
---	---
70.	Debenture dated March 10, 2020 governed by the laws of Barbados and entered into by MXN Silver<br>Corp. and the Administrative Agent.
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| --- | | 71. | Debenture dated March 10, 2020 governed by the laws of Barbados and entered into by Leagold (Barbados) Holdings Ltd. and the Administrative Agent. | | --- | --- | | 72. | Charge Over Deposit Account Agreement dated March 10, 2020 governed by the laws of Barbados and entered into by MXN Silver Corp. and the Administrative Agent. | | --- | --- | | 73. | Charge Over Deposit Account Agreement dated March 10, 2020 governed by the laws of Barbados and entered into by Leagold (Barbados) Holdings Ltd. and the Administrative Agent. | | --- | --- |

UK law Documents

74.	Security Agreement Over Bank Accounts dated March 10, 2020 governed by the laws of England and<br>Wales and entered into by Desarrollos Mineros San Luis, S.A. de C.V. and the Administrative Agent.

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Schedule J

QUALIFIED AFFILIATE INSTRUMENT OF ADHESION

TO:	THE BANK OF NOVA SCOTIA, as Administrative Agent<br><br> <br>****
AND TO:	THE OTHER PARTIES TO THE CREDIT AGREEMENT REFERRED TO BELOW<br><br> <br>****

Reference is made to the Second Amended and Restated Credit Agreement dated as of April 11, 2019 (as amended to the date hereof, the “CreditAgreement”) between Equinox Gold Corp., Solius AcquireCo Inc. and Leagold Mining Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders (in that capacity, the “AdministrativeAgent”). Terms defined in the Credit Agreement are used herein as therein defined.

WHEREAS the Credit Agreement provides that an Affiliate of a Lender may become a Qualified Affiliate under the Credit Agreement if it executes this instrument and delivers it to the Administrative Agent;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby represents, warrants and covenants as follows:

1.	By executing this instrument, the undersigned hereby covenants and agrees to be bound by the terms<br>and conditions of the Credit Agreement as a Qualified Affiliate, including all amendments, supplements and additions thereto, deletions<br>therefrom and restatements thereof, solely as relates to the terms and conditions set forth in Article 14 of the Credit Agreement.
2.	The undersigned hereby acknowledges that it has been provided with a copy of the Credit Agreement.
---	---

DATED this ______ day of ____________, ______.

<br><br> <br><br><br> <br>[INSERT NAME OF QUALIFIED AFFILIATE]
By:
	Name:
	Title:

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Schedule K

MATERIAL AGREEMENTS

1.	Common Occupational Agreement between DMSL and Ejido Carrizalillo, dated April 1, 2019 in respect<br>of real property interests and surface access rights related to the Los Filos Mine;
2.	Common Occupational Agreement between DMSL and Bienes Comunales de Mezcala, dated October 18, 2019 in respect of real property<br>interests and surface access rights related to the Los Filos Mine;
---	---
3.	Common Occupational Agreement between DMSL and Bienes Comunales de Xochipala, dated June 7, 2019 in respect of real property<br>interests and surface access rights related to the Los Filos Mine;
---	---
4.	Royalty Agreement between Telegraph Gold Inc., Viceroy Gold Corporation, Castle Mountain Venture<br>and Franco-Nevada U.S. Corporation dated April 11, 2016;
---	---
5.	Royalty agreement between Equinox Gold Corp., Luna Gold Corp., Mineracao Aurizona S.A. and Sandstorm<br>Gold Ltd. whereby Sandstorm holds a net smelter return royalty covering all future production from the Aurizona project processed<br>through the Aurizona mill and requiring Luna Gold Corp. to pay Sandstorm a 3%-5% sliding scale royalty based on the price of gold,<br>dated May 7, 2015;
---	---
6.	State Mineral Extraction Lease PRC 8039.2 Lease Renewal and Amendment effective on October 1, 2002<br>and extended for a period of ten years, beginning October 1, 2012;
---	---
7.	Mineral Lease and Landfill Facilities Lease Agreement between Hanson Natural Resources Company,<br>Hospah Coal Company and Santa Fe Pacific Minerals Corporation, effective June 11, 1993;
---	---
8.	Power Supply Contract between Comisión Federal de Electricidad and Desarrollos Mineros San Luis, S.A. de C.V. dated<br>February 10, 2006;
---	---
9.	Cyanide Supply Contract^5^<br> between The Chemours Company Mexicana S. DE R.L DE C.V and Desarrollos Mineros San Luis,<br> S.A. de C.V. dated January 1, 2020;
---	---
10.	Common occupational agreement dated April 1, 2019 in respect of a portion of the real property interests and surface access<br>rights related to the Los Filos Mine amongst the Ejido representatives as landowners and Desarrollos Mineros San Luis, S.A. de<br>C.V. as the operator of the Los Filos Mine; and
---	---

8. The Arrangement Agreement.

5 Note: To be executed last week of February.

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Schedule L

ROYALTIES

1.	Production Royalty Agreement between Glamis Associates and Gold Fields Mining Corporation dated<br>July 11, 1986
2.	Mineral Extraction Lease (No. PRC 8039.2) dated October 1, 2002 between California State Lands<br>Commission and Newmont USA Limited as renewed and amended
---	---
3.	State Mineral Extraction Lease PRC 8039.2, Lease Renew and Amendment dated August 17, 2012 between<br>California State Lands Commission and Western Mesquite Mines Inc.
---	---
4.	Memorandum of Agreement dated 4 March 1996 between Bureau of land Management and California State<br>Lands Commission, as amended 12 June 1997
---	---
5.	Royalty Agreement dated November 7, 2003 between Western Mesquite Mines, Inc. and Hospah Coal Company.<br>The interests of Hospah Coal Company were assigned to Franco-Nevada U.S. Corporation on January 22, 2008.
---	---
6.	Net Operating Cash Flow Royalty Agreement dated November 7, 2003 between Western Mesquite Mines,<br>Inc. and Hospah Coal Company. The interests of Hospah Coal Company were assigned to Franco-Nevada U.S. Corporation on January 22,<br>2008.
---	---
7.	Mineral Lease and Purchase Option Agreement dated October 20, 1982 between Richard L. Singer and<br>Anna M. Singer and Gold Fields Mining Corporation as amended
---	---
8.	Production Royalty Deed dated January 15, 1984 from Gold Fields Mining Corporation to Richard L.<br>Singer and Anna M. Singer
---	---
9.	Mining Deed and Royalty Agreement dated July 9, 1985 between Andrew F. Miller, Sr. and Thelma L.<br>Miller and Gold Fields Mining Corporation
---	---
10.	Mining Deed and Royalty Agreement dated September 10, 1985 between Virginia R. Wade and Gold Fields<br>Mining Corporation
---	---
11.	Mining Deed and Royalty Agreement dated as of November 4, 1985 between Thomas B. Thedford and Alice<br>J. Thedford and Gold Fields Mining Corporation
---	---
12.	Mining Deed and Royalty Agreement dated December 18, 1985 between Hamilton E. McRae, III and Betty<br>McRae and Charles R. Hoover and Gold Fields Mining Corporation
---	---
13.	Mining Deed and Royalty Agreement dated January 14, 1986 between Charles E. Wade and Gold Fields<br>Mining Corporation as amending letter agreement dated July 7, 1986
---	---
14.	Mining Deed and Royalty Agreement dated January 15, 1986 between Lillian L. Kelly and Gold Fields<br>Mining Corporation
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| --- | | 15. | Mining Deed and Royalty Agreement date July 24, 1985 between Billy D. and Norma J. Kelly and Gold Fields Mining Corporation | | --- | --- | | 16. | Royalty Agreement between Telegraph Gold Inc., Viceroy Gold Corporation, Castle Mountain Venture and Franco-Nevada U.S. Corporation dated April 11, 2016 | | --- | --- | | 17. | Royalty agreement between Equinox Gold Corp., Luna Gold Corp., Mineracao Aurizona S.A. and Sandstorm Gold Ltd. whereby Sandstorm holds a net smelter return royalty covering all future production from the Aurizona project processed through the Aurizona mill and requiring Luna Gold Corp to pay Sandstorm a 3%-5% sliding scale royalty based on the price of gold, dated May 7, 2015 | | --- | --- | | 18. | Royalty agreement between Luna Gold Corp., Mineracao Aurizona S.A. and Sandstorm Gold Ltd. whereby Sandstorm holds a net smelter return royalty covering approximately 200,000 hectares of exploration properties held by Luna Gold Corp and requiring Luna Gold Corp to pay Sandstorm a royalty of 2% on production from these properties, dated May 7, 2015 | | --- | --- |

PRE-EXISTING LEAGOLD ROYALTIES

Mexico

19.	Discovery premium for the Mexican Geological Service (Servicio Geologico Mexicano) equivalent<br>to a 3% production royalty on Xochipala Fracc. I, title 216166, concession.
20.	Discovery premium for the Mexican Geological Service (Servicio Geologico Mexicano) equivalent<br>to a 3% production royalty on Xochipala Fracc. II, title 216167, concession.
---	---
21.	Discovery premium for the Mexican Geological Service (Servicio Geologico Mexicano) equivalent<br>to a 3% production royalty on Xochipala, title 217850, concession.
---	---
22.	Discovery premium for the Mexican Geological Service (Servicio Geologico Mexicano) equivalent<br>to a 2.5% production royalty on East Block, title 242454, concession.
---	---
23.	Discovery premium for the Mexican Geological Service (Servicio Geologico Mexicano) equivalent<br>to a 2.5% production royalty on West Block, title 242455, concession.
---	---
24.	Assignment of Rights Agreement dated December 18, 2013 between Desarrollos Mineros San Luis, S.A.<br>de C.V. and L.C. Mines, S.A. de C.V. through which the mining concessions East Block, title 242454 and West Block, title 242455,<br>were assigned to Desarrollos Mineros San Luis, S.A. de C.V. for US$15,744,000.00 plus VAT and a 0.75% to 1.75% sliding scale net<br>smelter return royalty based on the price of gold.
---	---

Brazil

25.	A 1.5% gross revenue royalty (after deduction of applicable selling taxes), payable to the Brazilian<br>Federal Government on the gold ore sold or consumed at the Santa Luz Desenvolvimento Mineral Ltda. mines (CFEM).

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| --- | | 26. | A 1.5% gross revenue royalty (after deduction of applicable selling taxes), payable to the Brazilian Federal Government on the gold ore sold or consumed at the Pilar de Goias Desenvolvimento Mineral S.A. mines (CFEM). | | --- | --- | | 27. | A 1.5% gross revenue royalty (after deduction of applicable selling taxes), payable to the Brazilian Federal Government on the gold ore sold or consumed at the Mineracão Riacho dos Machados Ltda. mines (CFEM). | | --- | --- | | 28. | A 1.5% gross revenue royalty (after deduction of applicable selling taxes), payable to the Brazilian Federal Government on the gold ore sold or consumed at the Fazenda Brasileiro Desenvolvimento Mineral Ltda. mines (CFEM). | | --- | --- | | 29. | A 1% gross revenue royalty, payable by Santa Luz Desenvolvimento Mineral Ltda. to Companhia Sisal do Brasil (“COSIBRA”), due to its ownership of surface rights over the C1, Antas 2, and Antas 3 areas, pursuant to the agreement entered into by Santa Luz Desenvolvimento Mineral Ltda. and COSIBRA on November 19, 2010 (per Section 4.1 thereof). | | --- | --- | | 30. | A 2% royalty payable by Santa Luz Desenvolvimento Mineral to Companhia Baiana de Pesquisa Mineral, on any gold extracted within Mining Concession No. 870.394/1983, covering the east portion of the C1 deposit, less applicable taxes. To the extent other land subject to the Companhia Baiana de Pesquisa Mineral agreements is developed and mining concessions obtained, the same 2% royalty shall apply. | | --- | --- | | 31. | A 0.75% gross revenue royalty, payable by Pilar de Goias Desenvolvimento Mineral S.A. to the surface land owners of its mines. | | --- | --- | | 32. | At the Caiamar gold mine, there is a royalty payment due by Pilar de Goias Desenvolvimento Mineral to Mineracão Serra Formosa of USD 18.00/oz (eighteen dollars per ounce) of gold produced at the areas encompassed by Mining Titles numbers 860.914/84 and 861.703/84, that comes into effect once 40,000 ounces have been produced. Only 16,545 ounces have been produced since the start of production to date and the mine was put on care and maintenance status in October 2015. | | --- | --- | | 33. | A USD1.00 per ounce gold royalty payable to Jorge Atalla by Pilar de Goias Desenvolvimento Mineral S.A. arises after gold production at the Pilar Mine reaches 1,000,000 ounces, pursuant to a royalty agreement, entered into by Jorge Atalla and Pilar de Goias Desenvolvimento Mineral S.A. on April 08, 2010. | | --- | --- | | 34. | A USD0.05 per ounce gold royalty payable to Jorge Atalla by Pilar de Goias Desenvolvimento Mineral S.A. arises after gold production at the Pilar Mine reaches 2,000,000 ounces, pursuant to a royalty agreement, entered into by Jorge Atalla and Pilar de Goias Desenvolvimento Mineral S.A. on April 08, 2010. | | --- | --- | | 35. | Mineracão Riacho dos Machados Ltda. should pay Serra da Borda Mineracão e Metalurgia S.A. a 1% royalty on the sale of gold processed at the RDM Mine, net from the costs of refining, transportation, insurance and freight, taxes, fees and gross revenue royalty (after deduction of applicable selling taxes), payable to the Brazilian Federal Government on the gold ore sold or consumed at the applicable mine (CFEM). | | --- | --- |

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| --- | | 36. | Mineracão Riacho dos Machados Ltda. should pay Serra da Borda Mineracão e Metalurgia S.A. a 2% royalty on the net smelter return obtained from the RDM Mine with the production of other minerals at RDM Mine. | | --- | --- | | 37. | A 0.75% contractual gross revenue royalty payable by Fazenda Brasileiro Desenvolvimento Mineral Ltda. arising under a royalty agreement with a surface land owner. | | --- | --- |

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Schedule M

SUBSIDIARIES OF EQUINOX

Subsidiary	Jurisdiction of Incorporation
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]
[Redacted]	[Redacted]

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| --- | | [Redacted] | [Redacted] | | --- | --- | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] | | [Redacted] | [Redacted] |

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Schedule N

PENSION PLAN

None.

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Schedule O

ENVIRONMENTAL COMPLIANCE

None.

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Schedule P

Reimbursement Instrument

TO:	The Bank of Nova Scotia, as Administrative Agent<br><br> <br><br><br> <br>[Redacted]<br><br> <br>2^nd^ Floor, 720 King Street<br><br> <br>Toronto, Ontario M5V 2T3<br><br> <br>Attention: [Redacted]<br><br> <br>Facsimile: [Redacted]
WITH A COPY TO:	[Redacted]<br><br> <br>40 King Street West, 62^nd^ Floor<br><br> <br>Toronto, Ontario M5W 2X6<br><br> <br>Attention: [Redacted]<br><br> <br>Facsimile: [Redacted]
RE:	Second Amended and Restated Credit Agreement dated as of April 11, 2019 (as amended to the date hereof, the “Credit Agreement”) between Equinox Gold Corp., Solius AcquireCo Inc. and Leagold Mining Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders

For good and valuable consideration, the undersigned hereby agrees to immediately reimburse the Issuing Lender (as defined in the Credit Agreement) the amount of each and any demand or other request for payment presented to and paid by the Issuing Lender in accordance with each Letter (as defined in the Credit Agreement) issued by the Issuing Lender on behalf of the undersigned (even if, under laws applicable to the rights of the beneficiary of such Letter, a demand or other request for payment is validly presented after expiry of such Letter).

DATED as of the _______ day of ________________, ______.

[NAME OF GUARANTOR]
By:
By:

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

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Schedule Q

CORRECTIVE ACTION PLAN

[Redacted]

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

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Schedule R

EXISTING LETTERS

[Redacted]

| 286042.00064/106711224.9 | Credit Agreement - Equinox |

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Schedule S

2019 EBITDA

Pre-Acquisition EBITDA for use inRolling EBITDA calculations (in US$ millions)

Fiscal Quarter	Equinox EBITDA	Leagold EBITDA	Consolidated EBITDA^(1) (4)^
	(A)	(B)	(A) + (B)
Q1 2020	[to be calculated post-closing]	[stub period to be calculated post-closing] ^(2)^	<@>
Q4 2019	$47.882	$32.038	$ 79.920
Q3 2019	$38.278	$33.889	$72.167
Q2 2019	$38.278 ^(3)^	$27.736	$66.014
Q1 2019	$38.278^(3)^	$40.469	$78.747

Notes:

(1)	Leagold’s post-acquisition contribution to Consolidated EBITDA will be included within Equinox’s<br>consolidated financial results. On a pre-acquisition basis, Consolidated EBITDA will include Leagold’s stand-alone EBITDA<br>through simple addition.
(2)	The Borrowers will use reasonable commercial efforts to determine Leagold’s pre-acquisition<br>EBITDA for the pre-closing period of Q1 2020 (January 1, 2020 to Closing) including the use of reasonable procedures to ensure<br>no double counting or duplication of values when determining the total consolidated Q1 2020 EBITDA.
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(3)	Equinox’s Q3 2019 EBITDA to be used in Q1 and Q2 2019 to annualize the periods prior to Q3<br>2019 as they were pre-commercialization periods for the Aurizona Mine.
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(4)	At Closing, a pro forma compliance certificate is required based on the financial statements<br>from the most recently completed Fiscal Quarter. The consolidated EBITDA used in pro forma calculations will be determined<br>using the Consolidated EBITDA of Q1 2019 to Q4 2019, inclusively.
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286042.00064/106711224.9	Credit Agreement - Equinox
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Equinox Gold Corp 6-K, filed Apr 20, 2020

About this 6-K