LOAN AGREEMENT Between Ekidos Minerals LLP as Debtor and Silver Bull Resources, Inc. as Creditor

Exhibit 4.3

LOAN AGREEMENT

Between

Ekidos Minerals LLP

as Debtor

and

Silver Bull Resources, Inc.

as Creditor

THIS LOAN AGREEMENT (the “Agreement”) is made on August 20, 2020 between:

(1)

Silver Bull Resources, Inc., a company incorporated and existing under the laws of the State of Nevada, the United States of America, entity No. C13854-1993, located at: ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, as lender (the “Creditor”); and

(2)

Ekidos Minerals Limited Liability Partnership, a company incorporated and existing under the laws of the Republic of Kazakhstan, BIN 200740000204, located at: apt. ▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 050000, Republic of Kazakhstan, as borrower (the “Debtor”), represented by ▇▇▇▇ ▇▇▇▇, Director, acting under the charter,

the Debtor and the Creditor hereinafter referred to collectively as the “Parties” and separately as a “Party”.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Interpretation

1.1

In this Agreement the following capitalized terms have, except where the context otherwise requires, the meanings respectively shown opposite them:

Agreement: this loan agreement as may be amended and/or supplemented from time to time;

Effective Date: the date of the transfer of the amount of the Loan into the Debtor’s bank account;

Loan: has the meaning stipulated in Clause 2.1.

1.2

Any reference in this Agreement to:

a “business day” shall be construed as a reference to a day on which banks are generally open for business in Canada, Kazakhstan, and the United States of America;

“indebtedness” includes any obligation (whether incurred as principal debtor, co-debtor, surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;

a “month” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it commences or, where there is no date in the next calendar month numerically corresponding as aforesaid, the last day of such calendar month, and “months” and “monthly” shall be construed accordingly;

the “Parties” shall be construed so as to include their respective and any subsequent successors, transferees and assignees in accordance with their respective interests;

a “person” includes any individual, firm, company, institution, government, state or agency of a state or subdivision of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

“tax” includes any present or future tax, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); and

the “winding-up” of a legal person includes the amalgamation, reconstruction, reorganization, dissolution, liquidation, merger or consolidation of that legal person, and any equivalent or analogous procedure under the law of any jurisdiction in which that legal person is incorporated, domiciled or resident or carries on business or has assets.

1.3

Save where expressions are expressly defined, in this Agreement accounting terms shall be determined in accordance with accounting principles generally accepted in the United States of America.

1.4

The headings in this Agreement are inserted for convenience only. Unless the context requires otherwise, terms defined in the plural include the singular and vice versa. References to “Clauses” are to be construed as references to the clauses in this Agreement.

1.5

Save where the contrary is indicated, any reference in this Agreement to:

(a)

this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied or supplemented;

(b)

a law shall be construed as a reference to such law as the same may have been, or may from time to time be, amended or re-enacted; and

(c)

a time of day shall be construed as a reference to Nur-Sultan time.

Loan

2.1

Subject to the terms and conditions herein, the Creditor has agreed to make available to the Debtor an interest free loan in the amount of USD$360,000 (three hundred and sixty thousand) (the “Loan”). The Creditor will make the Loan available to the Debtor at a date and time determined at the sole discretion of the Creditor.

2.2

The Loan shall be provided to the Debtor in accordance with Clause 2.3 for the exclusive purpose of retaining funds in the Ekidos Bank Account (as herein defined) to facilitate the application for certain mineral exploration licenses in accordance with the joint venture agreement between the Creditor and Copperbelt AG dated on or about the date of this Agreement (the “JV Agreement”), and the Loan shall not be transferred from the Ekidos Bank Account or otherwise used by the Debtor for any other purpose (except to repay the Loan in accordance with Clause 3.1).

2.3

The Loan will be provided via wire transfer to the bank account of the Debtor as specified in Clause 16 of this Agreement (the “Ekidos Bank Account”).

Repayment

3.1

The Debtor shall repay the Loan in full on the first business day that occurs upon or after the passing of 35 calendar days following the Effective Date to the bank account of the Creditor as specified in Clause 17 of this Agreement.

Taxes

4.1

All payments (whether of principal, interest or otherwise) to be made by the Debtor to the Creditor hereunder shall be made without set-off or counterclaim and free and clear of and without deduction for any present or future taxes, duties, fees, deductions, withholdings, restrictions or conditions of any nature, other than deductions totaling no more than the aggregate maximum amount of USD$2,000 in respect of any bank fees or other costs associated with the repayment of the Loan by the Debtor.

Partial Invalidity

5.1

The illegality, invalidity of unenforceability of any provision of this Agreement or any part thereof under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. Any illegal, invalid or unenforceable provision shall have the effect of a provision that would be valid, the purpose of which conforms to the first mentioned provision to such an extent that it must be assumed that such provision would have been included in this Agreement if the first mentioned provision had been omitted in view of its illegality, invalidity or unenforceability.

Representations and Warranties

6.1

As of the date of this Agreement and the Effective Date, each Party represents and warrants to the other Party that:

(a)

it is a corporation duly organized and in good standing in its jurisdiction of incorporation and is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement;

(b)

it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all other actions required to authorize it to enter into and perform this Agreement have been properly taken;

(c)

no consent or approval of any third party or governmental agency is required for the execution, delivery or performance of this Agreement;

(d)

it will not breach any applicable law or other agreement or arrangement by entering into or performing this Agreement; and

(e)

this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.

Counterparts

7.1

This Agreement may be executed in any number of counterparts (including counterparts delivered by email) and this will have the same effect as if the signatures on the counterparts were on a single copy of this Agreement. This Agreement is not effective until each Party has executed at least one counterpart.

Law

8.1

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Jurisdiction

9.1

Each of the Parties irrevocably agrees that all disputes arising out of this Agreement, including but not limited to a dispute relating to the existence, validity, or termination of this Agreement or arising out of any non-contractual obligations arising out of or in connection with this Agreement, shall be submitted to a competent court in the Province of British Columbia.

9.2

The submission to the jurisdiction of the court referred to in Clause 9.1 shall not (and shall not be construed so as to) limit the right of the Creditor to institute proceedings against the Debtor in any other court of competent jurisdiction nor shall the instituting of proceedings by the Creditor in any one or more jurisdictions preclude the instituting of proceedings by the Creditor in any other jurisdiction, whether concurrently or not.

10.

Further Assurance

10.1

The Parties shall, and shall procure that their agents, employees and subcontractors shall, do all things reasonably necessary, including executing any additional documents and instrument, to give full effect to the terms and conditions of this Agreement.

11.

Entire Agreement

11.1

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.

12.

Assignment

12.1

The Debtor may not transfer, assign, novate or otherwise dispose of their interest in this Agreement without the prior written consent of the Creditor.

13.

Waiver

13.1

The failure of either Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Party’s right thereafter to enforce any provision or exercise any right.

14.

Modification

14.1

No modification of this Agreement shall be valid unless made in writing and duly executed by both Parties.

15.

Severability

15.1

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

16.

Ekidos Bank Account

The details for the bank account for Ekidos Minerals LLP are as follows:

Bank: XXXXXXXXXXXXXXXX

Bank Address: XXXXXXXXXXXXXXXXXXXX

Account: XXXXXXXXXXXXXXXXX

SWIFT: XXXXXXXX

17.

Silver Bull Bank Account

The details for the bank account for Silver Bull Resources, Inc. are as follows:

Bank: XXXXXXXXXXXXX

Bank Address: XXXXXXXXXXXXXXXXXXX

Account: XXXXXXXXXXXXXXXX

SWIFT: XXXXXXXXX

18.

Notices

18.1

Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and may be given by the delivery of the same or by sending the same by email or other similar form of communication (provided that if a method of notice other than email is selected, the notice shall also be sent by email), in each case addressed as follows:

(a)

If to Creditor, at:

Silver Bull Resources, Inc.

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

Attention: ▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy (which does not constitute notice) to:

Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

(b)

If to Debtor, at:

Ekidos Minerals Limited Liability Partnership

▇▇▇. ▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Almalinsky District, Almaty 050000

Republic of Kazakhstan

Attention: ▇▇▇▇ ▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Any notice, direction or other instrument will (i) if delivered by hand, be deemed to have been given and received on the day it was delivered; and (ii) if sent by email or other similar form of communication, be deemed to have been given and received on the business day following the day it was so sent. 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 Clause 18.1.

19.

Language

19.1

This Agreement may be translated into Russian from English, and such Russian version may be executed by one or more of the Parties. To the extent that there is any inconsistency between the English version of this Agreement and Russian version of this Agreement, the English version of this Agreement shall prevail.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first written above:

Debtor	Creditor
Ekidos Minerals Limited Liability Partnership	Silver Bull Resources, Inc.
/s/ ▇▇▇▇ ▇▇▇▇	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇ Title: Director	Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: President and Chief Executive Officer

Additional Agreement No 1

to the LOAN AGREEMENT

On 30 October 2020

Silver Bull Resources, Inc., company established in accordance with the laws of the State Nevada, the United States on America, Entity No.C13854-1993, located at: ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, represented by CEO ▇▇. ▇▇▇ ▇▇▇▇▇, acting on the basis of the Articles, hereinafter referred to as the “Creditor”, on one part,

and

Ekidos Minerals LLP, a limited liability partnership established in accordance with the laws of the Republic of Kazakhstan, BIN 191040035309, located at: Republic of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, represented by Director, ▇▇▇. ▇▇▇▇ ▇▇▇▇, acting on the basis of the Charter, hereinafter referred to as the “Debtor”, on the other part,

hereinafter collectively referred to as the “Parties” and individually as “Party”,

have concluded this Additional Agreement №1 to the Loan Agreement between Ekidos Minerals LLP as Debtor and Silver Bull Resources, Inc. as Creditor dated 20 August 2020 (hereinafter – the “Agreement”) as follows:

Clause 2.2 of Section 2 of the Agreement to be revised as follows:

“The Loan shall be provided to the Debtor in accordance with Clause 2.3 for the exclusive purposes of facilitating Debtor’s application for certain mineral exploration licenses and related expenditures, including:

- expenditures related to payment of SPC GEOKEN LLP’s services under airborne magnetic survey;

- the administrative costs of the Debtor.

The Loan shall not be transferred from Debtor’s Bank Account or otherwise used by the Debtor for any other purpose (except to repay the Loan an accordance with Clause 3.1)”.

Clause 3.1 of Section 3 of the Agreement to revised as follows:

“The repayment of the amount of the Loan specified in this Agreement shall be made by the Debtor until 31 January 2021”.

3. In all other matters that are not regulated by the terms of this Additional Agreement, the Parties are guided by the provisions of the Agreement.

4. This Additional Agreement enters into force on the date of its signing.

SIGNATURES AND REQUISITES OF THE PARTIES:

On behalf of the Lender		On behalf of the Borrower

Silver Bull Resources, Inc.		Ekidos Minerals LLP

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇		/s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ President and Chief Executive Officer		▇▇▇▇ ▇▇▇▇ Director

A1-1

Additional Agreement No. 2

to the LOAN AGREEMENT

On 21 January 2021

and

Ekidos Minerals LLP, a limited liability partnership established in accordance with the laws of the Republic of Kazakhstan, BIN 200740000204, located at: Republic of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, represented by Director, ▇▇▇. ▇▇▇▇ ▇▇▇▇, acting on the basis of the Charter, hereinafter referred to as the “Debtor”, on the other part,

hereinafter collectively referred to as the “Parties” and individually as “Party”,

have concluded this Additional Agreement №2 to the Loan Agreement between Ekidos Minerals LLP as Debtor and Silver Bull Resources, Inc. as Creditor dated 20 August 2020 (hereinafter – the “Agreement”) as follows:

1. Clause 2.2 of Section 2 of the Agreement to be revised as follows:

“The Loan shall be provided to the Debtor exclusively for the purposes agreed by the Creditor in writing prior to Debtor’s transfer of any amount to third parties.

The Loan shall not be transferred from Ekidos Bank Account or otherwise used by the Debtor for any purpose which was not agreed by the Creditor in writing (except to repay the Loan an accordance with Clause 3.1)”.

2. Clause 3.1 of Section 3 of the Agreement to revised as follows:

“The repayment of the amount of the Loan specified in this Agreement shall be made by the Debtor on or before 30 June 2021”.

3. In all other matters that are not regulated by the terms of this Additional Agreement #2, the Parties are guided by the provisions of the Agreement.

4. This Additional Agreement #2 enters into force on the date of its signing.

SIGNATURES AND REQUISITES OF THE PARTIES:

On behalf of the Lender		On behalf of the Borrower

Silver Bull Resources, Inc.		Ekidos Minerals LLP

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇		/s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ President and Chief Executive Officer		▇▇▇▇ ▇▇▇▇ Director

A2-2

LOAN AGREEMENT Between Ekidos Minerals LLP as Debtor and Silver Bull Resources, Inc. as Creditor

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