fladgate Date: -0Z 2017 TRI-STAR RESOURCES PLC

Transcription

1 fladgate Date: -0Z 2017 DEED OF AMENDMENT relating to a Secured Convertible Payment in Kind Loan Note Instrument dated 19 June 2013 as amended and restated by agreements dated 22 July 2014, 10 June 2015 and 5 August 2015 TRI-STAR RESOURCES PLC Fladgate LLP l 16 Great Queen Street i London WC2B 5DG T +44 (0) l F +44 (0) l DX Kingsway l \0010

2 DATE: J uur ie, 2017 TRI-STAR RESOURCES PLC, a company registered in England and Wales (registration no: ) which has its registered office at Suite 31, Second Floor, 107 Cheapside, London, England, EC2V 6DN (Company). Preliminary (A) On 19 June 2013 the Company created up to 4,000,000 (four million pounds) convertible secured loan notes due 2018 pursuant to the terms of a convertible loan note instrument (Original Instrument). (B) By an amendment and restatement agreement dated 22 July 2014, the Company amended the Original Instrument and created a further 2,000,000 (two million pounds) convertible secured loan notes due 2018 (2014 Revised Instrument). (C) By an amendment and restatement agreement dated 10 June 2015, the Company amended the 2014 Revised Instrument to fix the Conversion Price and to provide for repayment of the Loan Notes by converting them up to the Holding Limit on the Repayment Date (2015 Revised Instrument). (D) By an amendment and restatement agreement dated 5 August 2015, the Company amended the 2015 Revised Instrument to create a further 2,000,000 (two million pounds) convertible secured loan notes due 2018 (Restated Instrument). (E) The Company now wishes to amend the Conversion Price and to provide for conditional exercise of the conversion rights set out in the Restated Instrument. 1. Definitions and interpretations Words and expressions used in this deed, if not defined herein, will have the meaning set out in the Restated Instrument. In addition, the definitions below apply to this deed: Effective Date Restated Instrument the date the Company provides the Holder(s) with a fully signed and dated copy of this deed has the meaning given in recital (D). 2. Amendment 2.1 With effect from the Effective Date, the Restated Instrument will be amended as follows: the deletion of the definition of 'Conversion Date' set out at clause 1.1 of the Restated Instrument in its entirety and the insertion of the following in its place: `Conversion Date any Business Day during the Conversion Period specified by the Holder(s) in the Conversion Notice or, where the Conversion Notice is conditional upon completion of an event, the date that such condition is satisfied.' the insertion of the following definition of 'Conversion Notice Date' at clause 1.1 of the Restated Instrument: \0010

3 `Conversion Notice Date any day during the Conversion Period on which the Holder delivers a Conversion Notice.' the deletion of the definition of 'Conversion Price' set out at clause 1.1 of the Restated Instrument in its entirety and the insertion of the following in its place: `Conversion Price subject to adjustment in accordance with clause 4.6.' the deletion of the definition of 'Conversion Rate' set out at clause 1.1 of the Restated Instrument in its entirety and the insertion of the following in its place: `Conversion Rate shall have the meaning given in clause 4.4.' the deletion of the definition of 'Interest Period' set out at clause 1.1 of the Restated Instrument in its entirety and the insertion of the following in its place: `Interest Period in respect of the Original Loan Notes each of the following periods: 1. the period beginning on and including the Issue Date and ending on and including 28 September 2013; 2. beyond 28 September 2013 and until on and including 29 September and ending on 24 March; 3. beyond 28 September 2013 and until on and including 25 March and ending on and including 28 September. and in respect of the Further Loan Notes each of the following periods: 4. the period beginning on and including the Issue Date and ending on and including 28 September 2014; 5. beyond 28 September 2014 and until on and including 29 September and ending on 24 March; \0010

4 6. beyond 28 September 2014 and until on and including 25 March and ending on and including 28 September. and in respect of the New Loan Notes each of the following periods: 7. the period beginning on and including the Issue Date and ending on and including 28 September 2015; 8. beyond 28 September 2015 and until on and including 29 September and ending on 24 March; 9. beyond 28 September 2015 and until on and including 25 March and ending on and including 28 September.' the deletion of clause 2.6 of the Restated Instrument in its entirety and the insertion of the following new clause 2.6 in its place: `2.6 Interest on the Loan Notes shall cease to accrue in respect of any Principal converted into Ordinary Shares in accordance with this Instrument with effect from the Conversion Notice Date. Interest on the Loan Notes shall be computed on the basis of a 365-day year and the actual number of days elapsed.' the deletion of clause 2.7 of the Restated Instrument in its entirety and the insertion of the following new clause 2.7 in its place: '2.7 If any Conversion Notice Date is a date prior to the initial Interest Date or between Interest Dates, the Interest due in respect of the Principal which is being converted on the relevant Conversion Date shall be capitalised and either converted or added to the remaining Principal at the option of the Holder, on that Conversion Date. If any Conversion Notice Date is an Interest Date, the Interest due in respect of the Principal, which is being converted, shall also be capitalised and converted or added to any remaining Principal at the option of the Holder, on such Conversion Date.' the deletion of clause 5.1 of the Restated Instrument in its entirety and the insertion of the following new clause 5.1 in its place: '5.1 To convert any Loan Notes into Ordinary Shares on any Conversion Date, the Holder(s) shall: transmit by (and receive confirmation of receipt) at least five Business Days prior to the Conversion Date, a scanned copy of a fully executed notice of conversion in the form attached as Schedule 1 (Conversion Notice) to the \0010

5 Company (marked for the attention of the Company Secretary) with a copy to the Registrars; and subject to clause 7.1, surrender to a common carrier for second Business Day delivery to the Company as soon as practicable following the date of the Conversion Notice the original Certificate for the Loan Notes being converted (or an indemnification undertaking with respect to such Certificate in the case of its loss, theft or destruction)! the deletion of clause 5.2 of the Restated Instrument in its entirety and the insertion of the following new clause 5.2 in its place: '5.2 Subject to the provisions of clause 6, clause 5.4 and clause 5.9, upon receipt by the Company of a copy of a completed Conversion Notice in accordance with clause 5.1, the Company shall: where the Conversion Notice is not conditional upon completion of an event, as soon as practicable, but in no event later than one Business Day after receipt of such Conversion Notice, send, via , a confirmation notice of receipt of such Conversion Notice to the applicable Holder and the Registrars in the form of the notice set out in Schedule 2, which confirmation notice shall constitute an instruction to the Registrars to process such Conversion Notice; where the Conversion Notice is conditional upon completion of an event as soon as practicable, but in no event later than one Business Day after the Conversion Date, send, via , a confirmation notice of receipt of such Conversion Notice to the applicable Holder and the Registrars in the form of the notice set out in Schedule 2, which confirmation notice shall constitute an instruction to the Registrars to process such Conversion Notice; provide the Registrars with all further documents and evidence that they require in order to effect the conversion the insertion of the following new clause 5.8: `5.8 A Conversion Notice may be specified by the Holder(s) to be conditional upon completion of an event.' the insertion of the following new clause 5.9: '5.9 Where a Conversion Notice is stated to be conditional upon completion of an event, the obligation on the Company pursuant to clause will deemed to include a requirement on the Company to notify the Registrars that the condition has been satisfied such that the conversion can be effected.' the replacement of the Conversion Notice in its entirety by the form of the Conversion Notice as set out in Schedule 1 of this deed. 2.2 The Company will at the request of the Holder(s) and at its own expense, do all such acts and things necessary or desirable to give effect to the provisions of this deed \0010

6 3. Confirmation 3.1 With effect from the Effective Date any reference in the Restated Instrument to `this Instrument' will be a reference to the Restated Instrument as amended by this deed. 3.2 The Restated Instrument will continue in full force and effect as supplemented, amended, deleted or varied by this deed. 4. Governing law Clause 22 of the Restated Instrument will apply to this deed as if the references to the Instrument in such clause were references to this deed. 5. Execution as a deed This document has been executed as a deed but is not delivered until it has been dated \0010

7 Executed as a deed by TRI-STAR RESOURCES PLC acting by a director in the presence of: 407 re r signature Print name L4-s1-Atit6,1-i Witness' signature: Witness' name: 3E?t Address: riikpcim-c- -. Luc) u C-C-1\3 CJCCC3 Sfci Occupation: 1122A- "'" cat_ic-ein(c, \0010

8 SCHEDULE 1 CONVERSION NOTICE Reference is made to the convertible Loan Note (Loan Note), issued on [ ], by Tri-star Resources Plc (Company). In accordance with and pursuant to the Loan Note, the undersigned hereby elects to convert the Principal of the Loan Note, indicated below into ordinary shares of the Company (Ordinary Shares). [This Conversion Notice is conditional upon the completion of [ ](Specified Event). The undersigned hereby undertakes and agrees that it will not, at any time between the date of this Conversion Notice and the completion of the Specified Event, do any act or thing or omit to do any act or thing, including calling for repayment of all or any part of the Loan Notes and interest, which would prevent the Specified Event from completing or occurring.] Conversion Date: Principal to be converted: Is th a Loan Note being tendered to the Company: (tick one) YES NO Please confirm the following information: Conversion Price: Number of Ordinary Shares to be issued: Electronic book entry transfer requested: (indicate one) (1) YES NO CREST Participant ID: CREST Account ID: Please issue the Ordinary Shares in the following name and to the following address: Issue to: Phone: Fax: Name as it appears on the registry for the Loan Note(s): Authorisation: By: Name: Title: Dated: \0010