Re: Mt. Hamilton LLC (“MHLLC”) - Operating Agreement - Consent and WaiverMHLLC Agreement • June 12th, 2015 • Solitario Exploration & Royalty Corp. • Gold and silver ores
Solitario Exploration & Royalty Corp. (“Solitario”) has requested that Ely Gold & Minerals Inc. (“Ely Gold”) and its wholly-owned subsidiary, DHI Minerals (U.S.) Ltd. (“DHI US”) provide Solitario with written consent (the “Consent”) of DHI US required by section 8.2(b)(i) of the Limited Liability Company Operating Agreement of Mt. Hamilton LLC (as amended, the “MHLLC Agreement”) (“MHLLC”) to permit Solitario to encumber its membership interest in MHLLC (the “Solitario Membership Interest”) as security (in any case, the “Solitario Security”) for one or more third party loans (in each case, the “Replacement Loan”) as needed by Solitario to satisfy any debt obligation (including the debt (the “RMB Debt”) to RMB Australia Holdings Limited (“RMB”) and accrued and unpaid interest to the date of advance of the Replacement Loan) at or before or after maturity of that debt obligation and for greater certainty, a Replacement Loan shall also include an extension of the RMB Debt. DHI US’ consent f
