Common use of Interim Loan Clause in Contracts

Interim Loan. (a) In the event that it is reasonably anticipated that the JV Closing Date will not occur by June 30, 2018 and this Agreement has not otherwise been terminated, then upon not less than five (5) Business Days’ notice given by Asanko in writing at any time after June 15, 2018, and provided that the Registration Rights Agreement shall have been entered into between Asanko and the GF Parties, GF Orogen will not later than June 29, 2018 advance a loan (the “Interim Loan”) to ▇▇ ▇▇▇▇▇ in an amount up to US$20,000,000 as set out in Asanko’s written notice. The Interim Loan will be guaranteed by Asanko and will bear interest at a rate of 5.5% per annum. The due date of the Interim Loan (the “Interim Loan Due Date”) will be the earlier of (i) the JV Closing Date, (ii) the date that is thirty (30) days after written demand for repayment is made by GF Orogen, which demand may be made at any time after six (6) months following the date of the advance of the Interim Loan to ▇▇ ▇▇▇▇▇. All or any portion of the Interim Loan may be prepaid by ▇▇ ▇▇▇▇▇, together with accrued interest on any such portion, at any time without penalty. (b) If any portion of the Interim Loan remains outstanding on the JV Closing Date, then the JV Transactions will be adjusted by replacing the step contemplated in Section 3.1(b)(v) with the following steps: (i) GF Orogen will subscribe for such number of ▇▇ ▇▇▇▇▇ Redeemable Shares as have an aggregate par value equal to US$164,939,999 less the amount of the outstanding principal and interest on the Interim Loan as of the JV Closing Date for an aggregate cash subscription price equal to such aggregate par value; (ii) ▇▇ ▇▇▇▇▇ will utilize a portion of the subscription proceeds for such ▇▇ ▇▇▇▇▇ Redeemable Shares to repay to GF Orogen the full amount of principal and interest on the Interim Loan; and (iii) GF Orogen will utilize the amount repaid on the Interim Loan to subscribe for such number of additional ▇▇ ▇▇▇▇▇ Redeemable Shares as will result in GF Orogen holding in aggregate 164,939,999 ▇▇ ▇▇▇▇▇ Redeemable Shares, for an aggregate cash subscription price equal to their aggregate par value. (c) In the event that the JV Closing Date has not occurred and demand for repayment is made, the Parties will complete the following transactions on the Interim Loan Due Date (collectively, the “Interim Loan Conversion Transactions”), which will occur and be deemed to occur consecutively in the following sequence, effective as at five minute intervals commencing at noon (Toronto time) on such due date (the “Interim Loan Conversion Date”) or such other time as the Parties may agree, provided that none of the Interim Loan Conversion Transactions will occur or be deemed to occur unless all of such transactions occur at such time: (i) Asanko will issue to GF Orogen a non-interest-bearing promissory note (the “Asanko Replacement Note”) having a principal amount equal to the outstanding principal and interest on the Interim Loan as of the Interim Loan Conversion Date, in consideration of the cancellation of the Interim Loan. Pursuant to the terms of the Interim Loan, GF Canco will be granted the right to subscribe for up to such number of Asanko Shares (the “Asanko Conversion Shares”) at the Subscription Price as have an aggregate Subscription Price equal to the principal amount of the Asanko Replacement Note, provided that the number of Asanko Conversion Shares thereby subscribed for by GF Canco may not exceed such number of Asanko Shares as would cause GF Canco, together with all other Affiliates of Gold Fields, to hold 19.9% of the issued and outstanding Asanko Shares (the “Asanko Share Ownership Constraint”); (ii) GF Orogen will assign and transfer to GF Netherlands all right, title and interest in the Asanko Replacement Note in consideration of an interest-bearing promissory note; (iii) GF Netherlands will assign and transfer to GF Canco all right, title and interest in the Asanko Replacement Note in consideration of the issuance of shares of GF Canco; (iv) GF Canco will exercise the subscription right in respect of the Asanko Conversion Shares and Asanko will issue the Asanko Conversion Shares to GF Canco in settlement of the outstanding amount of the Asanko Replacement Note, provided that to the extent that Asanko is prohibited by the Asanko Share Ownership Constraint from issuing Asanko Conversion Shares in settlement of any portion of the Asanko Replacement Note, Asanko shall repay such portion of the Asanko Replacement Note in cash. The provisions of Sections 2.4(c) will survive the termination of this Agreement.