Deposit Account

Control Agreement

in respect of each Project:

1    the mineral rights described in Attachment 1 and Attachment 2 (as applicable); 

2   any other mining claim or right owned by the Borrower which the Agent reasonably designates by notice to the Borrower to be a ‘Key Mineral Right’;

3   any present or future renewal, extension, modification, substitution, amalgamation or variation of any of the land and interests in land described in paragraphs 1 and 2; and

4   any present or future application for or interest in any of the above, which confers or which, when granted, will confer the same or similar rights.

in relation to an Interest Period for a Funding Portion, means the rate per cent per annum determined by the Agent to be:

1    the average of the rates quoted on the LIBOR01 Page as being the rate per annum at which US Dollar deposits are offered for a period equivalent to the Funding Period at about 11.00 am (London time) on the Value Date, eliminating the highest and lowest rates and rounding up the resultant figure to 4 decimal places;

2    where 2 or fewer rates are quoted for the relevant period on the LIBOR01 Page at the relevant time, the average of the rates notified to the Agent by each Reference Bank to be the rate per annum at which US Dollar deposits are offered to that Reference Bank for a period equivalent to the Interest Period at about 11.00 am (London time) on the Value Date, rounding up the resultant figure to 4 decimal places; or

3    if LIBOR cannot be determined in accordance with paragraphs 1 or 2 of this definition, then the rate calculated in accordance with clause 5.6.

1    debentures, stocks, shares or bonds of any government, of any local Government Agency, or of any body corporate, association or society, and includes any right or option in respect of shares in any body corporate;

2    any unit (whatever called) in a trust estate which represents a legal or beneficial interest in any of the income or assets of a trust estate and includes, but is not limited to, any option to acquire any unit as described in this paragraph 2;

3    any option or right in respect of an unissued share;

4    any convertible note; and

5    any instrument or security which is a combination of any of the above.

a material adverse effect on:

1    any Transaction Party’s ability to perform any of its obligations under any Transaction Document;

2    the rights of the Finance Parties under, or the enforceability of, a Transaction Document;

3    the value of the Secured Property; or

4    the assets, business or operations of any Transaction Party (including a Project and the Project Assets relating to that Project).

1    each of the State Documents;

2    the Pathfinder SPA;

3    the Offtake Agreements;

4    any agreement or contract described in clause 9.15(f);

5    the agreement entitled the ‘Uranium Supplier’s Agreement’ dated 5 June 2013 between the Borrower and Converdyn, with contract number ‘13-526’; and

6    any other agreement:

·    to which a Transaction Party is a party; and

·    that is, in the reasonable opinion of the Agent, material to the development of a Project and which the Agent notifies the Borrower is to be a Material Agreement.

in respect of a Project:

1   all of the mineral rights (including the Key Mineral Rights) described in Attachment 1 and Attachment 2 (as applicable);

2    all entitlements of Lost Creek and Pathfinder under the provisions of any relevant Mining Law to conduct exploration or mining activities in any part of the Project Area relating to that Project;

3    any present or future interest from time to time held by or on behalf of Pathfinder or Lost Creek in any present or future right, lease, licence, patented or unpatented mining claim or millsite, permit, plan of operations or other authority which confers or may confer a right to prospect or explore for or mine any metals or minerals on the land the subject of the mining claims or State Leases with respect to that Project;

4    any present or future renewal, extension, modification, substitution, amalgamation or variation of any of the mineral rights described above (whether extending over the same or a greater or lesser area); and

5    any present or future application for or an interest in any of the above which confers or which, when operated, will confer the same or similar rights.

each approval of the NYSE MKT that is required in connection with the transactions contemplated in the Transaction Documents, including:

1    the provision of the Facility;

1    in relation to a Transaction Party which is a corporation, a director, secretary, chief executive officer, chief financial officer, treasurer, president or vice president or a person notified to be an authorized officer, of the Transaction Party;

2    in relation to a Transaction Party which is a limited liability company, the manager of that Transaction Party or a person notified to be an authorized officer of that Transaction Party; and

3    in relation to a Finance Party, a director, secretary or any person whose title includes the word ‘Director’, ‘Managing Director’, ‘Manager’ or ‘Vice President’, and any other person appointed by the Finance Party to act as its authorized officer for the purposes of this agreement.

the offtake agreements set out in Attachment 3.

the aggregate of:

1    the Overdue Margin;

2    the Margin; and

3    LIBOR on the relevant date on which the Overdue Rate is calculated under clause 16, as determined by the Agent in accordance with the definition of LIBOR in this clause 1.1 except that in making the determination all references in that definition to:

·    ‘Interest Period’ are references to a period of 30 days;

·    ‘Value Date’ are to the relevant date on which the Overdue Rate is calculated under clause 16; and

·    ‘Funding Portion’ are to the relevant overdue amount.

1    sale of Product pursuant to the Offtake Agreements or otherwise on normal commercial terms;

2    any Disposal on normal commercial terms of obsolete assets or, in the case of Project Assets, assets that are surplus or otherwise no longer required for the purpose of a Project;

3    any Disposal on normal commercial terms of assets (excluding Project Assets) if the proceeds of the Disposal are used at or about the same time to acquire replacement assets of comparable or superior value, type and quality which are to be used for a similar purpose;

4    any payment of cash as consideration for the acquisition of any assets or services on normal commercial terms;

5    any Disposal which is required to be made under any applicable law or an order or directive made by any Government Agency;

6    any Disposals which constitute Permitted Encumbrances or in connection with Permitted Financial Indebtedness;

7    a Disposal arising under a Permitted Royalty;

8    any Disposal of assets (other than Project Assets) not included in paragraphs 1 to 7 (inclusive) where the market value (in aggregate) does not exceed $5,000,000; and

1    any Security;

2    any other Encumbrance in favour of the Financier;

3    any Encumbrance which is approved in writing by the Financier;

4    any Encumbrance created under the agreement entitled the ‘Uranium Supplier’s Agreement’ dated 5 June 2013 between the Borrower and Converdyn, with contract number ‘13-526’, or other agreements entered into in respect of conversion and storage services at the Converdyn facility at Metropolis, Illinois, the Cameco facility at Port Hope and Comurhex facility in France, in the ordinary course of business;

5    the interests described in the UCC financing statements listed in Schedule 9;

6    any Encumbrance arising under a State Document;

7    any operating lease of personal property entered into in the ordinary course of business and having a term (including renewals) of greater than one year that are deemed to be Encumbrances under applicable law;

8    any cash or cash equivalent on deposit with any person as collateral for obligations in connection with Environmental Bonding;

9    any Encumbrance for purchase money mortgages and other security interests on equipment acquired, leased or held by any Transaction Party (including equipment held by any such Person as lessee under leveraged leases) in the ordinary course of business to secure the purchase price of or rental payments with respect to the equipment or to secure indebtedness incurred solely for the purpose of financing the acquisition (including acquisition as lessee under leveraged leases), construction or improvement of any of the equipment, as long as that the property secured by that Encumbrance is limited to the relevant equipment;

10  (i) Encumbrances of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial code in effect in the relevant jurisdiction; and

(ii) Encumbrances of any depositary bank in connection with rights of set-off and recoupment with respect to any deposit account of any Transaction Party as permitted under clause 9.18; and

11  any Encumbrance arising by operation of law in the ordinary course of business in good faith including (a) workman's, contractor’s, subcontractor’s, mechanic’s, materialman’s, supplier’s, solicitor's or other similar statutory liens, (b) liens in favour of any Government Agency, (c) liens for taxes, assessments and governmental charges or levies not yet due and payable, (d) the terms and conditions of mineral leases under which any Transaction Party is a lessee, and liens affecting the interests of any third party lessor as the property owner under the relevant lease, (e) the terms and conditions of the State Leases, and liens affecting the interests of the State of Wyoming as the property owner under the relevant lease, and (f) liens of pledges or deposits under workers’ compensation laws or similar legislation, unemployment insurance or other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return of money bonds and similar obligations, but in each case only for so long as:

·   there is no default in payment of any money or performance of any obligation secured by the relevant Encumbrance; and

·   there are adequate holdbacks being maintained as required by applicable law,

but not including any Encumbrance arising due to the failure to observe any statute or contract.

any financial accommodation or any Surety Obligation provided by a Transaction Party in respect of financial accommodation:

1    under the Transaction Documents;

2    to another Transaction Party;

3    under the Environmental Bonding arrangements; or

4   with the Agent’s prior written consent.

1   any liability of a Transaction Party under any agreement entered into in the ordinary course of business for the acquisition of any asset or service where payment for the asset or service is deferred for a period of not more than 90 days;

2    any Financial Indebtedness incurred by one Transaction Party to another Transaction Party;

3    any Financial Indebtedness incurred or permitted to be incurred under the State Documents;

4    any Financial Indebtedness incurred or permitted to be incurred under any Transaction Document;

5    any Financial Indebtedness entered into by a Transaction Party, the aggregate outstanding principal amount of which does not at any time exceed $500,000;

6    any Financial Indebtedness (including any surety) incurred under or in respect of any reclamation bond; and

7    any other Financial Indebtedness approved by the Agent.

2    registered restrictions, covenants, land use contracts, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favour of any Government Agency, easements, rights-of-way, servitudes or other similar rights in or with respect to real property (including open space and conservation easements, restrictions or similar agreements and rights of way and servitudes for railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by other Persons or properties, which, in the aggregate, do not materially impair the use of the subject property or asset for its intended purposes or the operation of the business of that Person, but each of the above will only be taken to be a Permitted Interest for so long as its terms have been complied with;

3    any right reserved to or vested in any Government Agency, by the terms of any permit, licence, certificate, order, grant, classification (including any zoning laws and ordinances and similar legal requirements), registration or other consent, approval or authorisation acquired by a Person from any Government Agency, to terminate any permit, licence, certificate, order, grant, classification, registration or other consent, approval or authorisation or to require annual or other payments as a condition to the continuance of that right and which, in the aggregate, do not materially impair the use of or the operation of the business or property; and

4    the interests listed in Schedule 7.

each of:

1    the Lost Creek Project; and

2    the Pathfinder Uranium Projects,

and Projects means all of them.

each of:

1    the area the subject of the Key Mineral Rights for the Lost Creek Project; and

2    the area the subject of the Key Mineral Rights for the Pathfinder Uranium Projects,

and Project Areas means all of them.

in respect of a Project, all the right, title and interest both present and future of any Transaction Party which is attributable to the Project and includes all the right, title and interest both present and future of a Transaction Party in, to, under or derived from:

1    the Key Mineral Rights for the Project;

2    the Product;

3    any title to or interest in land in the Project Area now or at a later time held by a Transaction Party;

4    every contract for the use by any third party of any of the assets and property included in the Project or the Project Area;

5    Authorizations in relation to the Project or the Project Area;

6   the relevant Project Documents for the Project and any other contract, agreement, permit, lease, licence, consent, easement, right of way and other rights or interests in land, which relate to the operation or maintenance of the Project or the Project Area or to the exploration, mining, production, transportation, storage, treatment, processing or marketing of the Product;

7    all exploration and mining information, documents, maps, reports, records, studies and other written data, including all data stored on magnetic tapes, disks or diskettes or any other computer storage media, relating to geological, geochemical and geophysical work, feasibility studies and other operations conducted with respect to the Project Area;

8    all buildings, improvements, structures, systems, fixtures, plant, machinery, equipment, tools and other personal property at any time used or intended for use in connection with or incidental to the development of the Project and the exploration, mining, storage, transporting, and processing of Product and all associated facilities and infrastructure (including any treatment or processing plant); and

1    the State Leases;

2    all instruments and indicia of title to the Key Mineral Rights and Mineral Rights and all other documentation and agreements under which a Transaction Party derives the right to conduct mining or exploration in the Project Areas;

3    any other contractual interests in real property that comprise a portion of the Key Mineral Rights;

4    each Material Agreement;

5    all agreements evidencing the Environmental Bonding arrangements;

6    any other document executed from time to time by any person in respect of the documents described in paragraphs 1 to 5 inclusive or which is collateral, supplementary or related to those documents; and

7    any other document that the Agent and the Borrower agree in writing to be a Project Document.

1     Barclays Bank plc;

2     JPMorgan Chase Bank; and

3     Royal Bank of Scotland plc,

and any other bank or financial institution nominated by the Agent.

all debts and monetary liabilities of each Transaction Party to the Finance Parties under or in relation to any Transaction Document and in any capacity, irrespective of whether the debts or liabilities:

1    are present or future;

2    are actual, prospective, contingent or otherwise;

3    are at any time ascertained or unascertained;

4    are owed or incurred by or on account of any Transaction Party alone, or severally or jointly with any other person;

5    are owed to or incurred for the account of any Finance Party alone, or severally or jointly with any other person;

6    are owed to any other person as agent (whether disclosed or not) for or on behalf of any Finance Party;

7    are owed or incurred as principal, interest, fees, charges, Taxes, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

8    are owed to or incurred for the account of any Finance Party directly or as a result of:

·    the assignment or transfer to any Finance Party of any debt or liability of any Transaction Party (whether by way of assignment, transfer or otherwise); or

·    any other dealing with any such debt or liability;

9   are owed to or incurred for the account of a Finance Party before the date of this agreement or before the date of any assignment of this agreement to any Finance Party by any other person or otherwise; or

10  comprise any combination of the above.

1    the Borrower Security Agreement;

2    the Lost Creek Mortgage;

3    the Lost Creek Pledge Agreement;

4    the pledge over all of the outstanding and future shares in the capital stock of Pathfinder to be granted by the Borrower in favour of the Agent and the Financier under clause 2.2(c);

5    the guarantee and indemnity given by a Guarantor under clause 13.17;

6    the Deposit Account Control Agreement;

7    any Encumbrance granted by a Guarantor under clause 13.17; and

8    each Collateral Security.

1   the State Financing Agreement;

2    the agreement entitled ‘Mortgage, Assignment of Revenues, Security, Agreement, Fixture Filing and Financing Statement’ to be granted by Lost Creek in favour of Sweetwater County, Wyoming in relation to the Mineral Rights for the Lost Creek Project;

3    the guarantee agreements, each entitled ‘Guarantee’, to be granted by the Borrower and the Parent in favour of Sweetwater County, Wyoming;

4    the indenture of trust to be made between Sweetwater County, Wyoming and Wells Fargo Bank, National Association;

5    the State Intercreditor Agreement;

6    the pledge over all of the outstanding and future membership interests of Lost Creek to be granted by the Borrower in favour of Sweetwater County, Wyoming; and

7    other related security documents entered into between Lost Creek, Sweetwater County, Wyoming and Wells Fargo Bank, National Association.

1    State of Wyoming Uranium Lease No. 0-40814;

2    State of Wyoming Uranium Lease No. 0-41041;

3    State of Wyoming Uranium Lease No. 0-41765; and

4    State of Wyoming Uranium Lease No. 0-42115.

1    to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

2    to indemnify any person against the consequences of default in the payment of; or

3    to be responsible for,

any debt or monetary liability of another person or the assumption of any responsibility or obligation in respect of the insolvency or the financial condition of any other person.

1    any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding including goods and services tax; or

2    any income, stamp or transaction duty, tax or charge,

which is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above.

1    this agreement;

2    each Security Document;

3    any Guarantee Assumption Agreement;

4    the Promissory Note;

5    the Warrant Certificate;

6    any document or agreement entered into or given under any of the above;

7    any other document that the Agent and the Borrower agree in writing to be a Transaction Document; and

8    all amendments, modifications, extensions, replacements and substitutions to any of the above.

1    the Borrower;

2    Lost Creek;

3    each Guarantor;

4    each Security Provider; and

5    any other person that the Borrower and the Agent agree is a Transaction Party.

each approval of the TSX that is required in connection with the transactions contemplated in the Transaction Documents, including:

1     the provision of the Facility;

2     the issuance of the Warrants; and

3     the issuance and listing of Shares on the exercise of the Warrants.

a certificate in the form of Attachment 4.