CANADAPROVINCE OF QUI1',13ECDISTRICT OF MONTREAL

SUPERIOR COURT(commercial Division)

No.: 500-11-047560-145 IN THE MATTER OF TIIE PLAN OFARRANGEMENT OF:

QUEBEC LITHIUM 1NC., QLI METAUX INC.,RI3 ENERGY INC. AND SIROCCO MININGINC.

Debtors

-and-

lIALE CAPITAL PARTNERS L.P.

Petitioner

-and-

KPMG INC.

Monitor

-and-

DUFF & PHELPS CANADARESTRUCTURING INC.

MOTION FOR THE APPOINTMENT OF A RECEIVER(Section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. 11-3

(-B1A-))

Receiver

TO THE HONOURABLE MARTIN CASTONGUAY, J.S.C. OR ONE OF TIIE JUDGESOF THE SUPERIOR COURT, SITTING IN COMMERCIAL DIVISION, IN AND FORTHE JUDICIAL DISTRICT OF MONTREAL. HALE CAPITAL PARTNERS L.P. critE"PETITIONER") RESPECTFULLY SUBMITS TIIE FOLLOWING:

Mih=: 22(191 76. 12

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1. INTRODUCTION

1. By the present Motion for the Appointment of a Receiver (the "Motion"), the Petitionerseeks, inter cilia, the appointment of Duff & Phelps Canada Restructuring Inc., throughits representative, Mr. Robert Kofman, CIRP, to act as receiver (the "Receiver") to theassets of Quebec Lithium ("QLI"). QLI Metaux Inc., RI3 Energy Inc. (::RBI's") andSirocco Mining Inc. ("Sirocco") (collectively, the "Debtors").

2. PROCEDURAL BACKGROUND

On October 14, 2014, the Honourable Justice Martin Castonguay, J.S.C. issued a LimitedInitial Order, followed by the issuance of an Amended and Restated Initial Order onOctober 15, 2014 and of a Second Amended and Restated Initial Order on October 29,2014 (the "Initial Order") in respect of the Debtors, as appears from the Court record.

3. Pursuant to the Initial Order, inter cilia:

(a) KPMG Inc. was appointed as monitor of the Debtors (the "Monitor");

(b) a stay of proceedings was ordered until November 13, 2014;

(c) the Debtors were authorized to enter into a DIP Loan Agreement (as definedhereinafter) with the Petitioner, as interim lender (the "interim LendeC):

(d) a charge in favour of the Interim Lender was granted in the aggregate amount ofCDN$22 million; and

(.0 the Debtors were ordered to conduct a sale and investor process on terms to beapproved by the Court.

4. On November 13, 2014, the Honourable Justice Martin Castonguay, J.S.C. rendered anorder which, inter alio:

(a) extended the stay period until April 30, 2015;

(b) approved a Sale and Investor Solicitation Process (the "SISP"); and

(c) authorized the engagement of Rothschild Inc. as the Debtors' financial advisorand investment banker (the "Sales Advisor").

5. On April 17, 2015, the Honourable Justice Martin Castonguay, J.S.C. rendered an orderwhich, inter cilia:

(a) approved the termination or the SISP; and

(b) extended the stay period until May 29, 2015.

WO: 2209 (7(1.12

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3. THE INTERIM FINANCING FACILITY AND THE INTERIM LENDERCHARGE

6. Pursuant to the Initial Order, the Debtors and the Interim Lender were authorized to enterinto a DIP Loan Facility Agreement (the "DIP Loan Agreement"), which provides aninterim non-revolving facility in the principal amount of US$13 million (the "InterimFinancing Facility"). A copy of the DIP Loan Agreement is communicated herewith asExhibit R-1.

7. The Interim Financing Facility was made available to the Debtors as Ibllows:

(a) a first tranche in an amount of US$6 million on October 15, 2014;

(1)) a second tranche in an amount of US$1.5 million on December 18, 2014; and

(c) a third tranche in an amount of US$5.5 million on January 5, 2015.

8. Pursuant to the DIP Loan Agreement, all amounts owing to the Interim Lender were to berepaid on April 15, 2015.

9. As at April 28. 2014, an amount of at least CDN$16,957,158.761 was owing by theDebtors to the Interim Lender (the "Indebtedness"), as appears from a statement ofaccount communicated herewith as Exhibit R-2.

10. Pursuant to the Initial Order, all amounts owing under the DIP Loan Agreement(including principal, interest, fees and all reasonable fees and disbursement of counseland all other reasonably required advisers to or agents of the Interim Lender) are securedby a charge and security on all the property of the Debtors for an aggregate amount ofCDN$22 million (the "Interim Lender Charge").

11. The Initial Order provides that the Interim Lender Charge ranks in priority to any and allother hypothecs, mortgages, liens, security interests, priorities, charges, encumbrances,construction liens or security of whatever nature of kind affecting the Debtors' propertyexcept: (i) the Administration Charge (as defined in the Initial Order), (ii) equipmentleases (iii) the BNS Cash Collateral Charge (as defined in the Initial Order) and (iv) anymonies held at The Bank of Nova Scotia (the "BNS") in the bank account bearing No.476961556916 at the BNS' branch located at 20 Queen Street West, 4th Floor, Toronto,Ontario, M51-1 3R3.

P. As noted in the Monitor's Fifth Report dated April 16, 2015, the Interim Lender does notassert priority over the security (the "Tewoo Security") granted to Tianjin Products andEnergy Resources Co., Ltd. ("Tewoo") by Sirocco and Tewoo was not served with themotion seeking the granting of the Interim Lender Charge. The security granted to Tewoorelates only to the pledge of shares of Sirocco's directly owned offshore subsidiary (the"Pledged Shares") and secures a guarantee granted by Sirocco of certain obligationsowed by QLI and Tewoo.

USD$14,093,907

NUN: 2209176.12

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4. THE FAILURE OF THE SNP TO YIELD ANY QUALIFIED OFFERS

13. In accordance with the SISP, final Binding, Offers (as defined in the SISP) were required

to be submitted by no later than March 27, 2015 at 5:00 p.m. However, as at that date, noQualified Offers (as defined in the SISP) were received.

14. As a result, discussions were reengaged with certain interested parties by the Debtors,

through the Sales Advisor, with a view to receiving one or more Qualified Offer by April

14, 2015. However, these efforts did not generate any Qualified Offers.

15. Considering the failure of the SISP to yield any Qualified Offers, the Debtors sought and

obtained on April 17, 2015 an order of the Court terminating the SISP (the "April 17

Order").

16. The April 17 Order extended the stay of proceedings to May 29, 2015, subject to the

Interim Lender's right to seek relief from this Court following the issuance of the 5

business days' notice contemplated in the Initial Order.

5. THE REMAINING OBLIGATIONS

17. Pursuant to the April 17 Order, the Debtors were authorized to use the remaining cash on

hand from advances under the DIP Loan Agreement (the "Cash Collateral") in

accordance with the revised cash flows filed with the Court (the "May Forecast") until

the earlier of May 29, 2015, and the day on which the Court appoints a receiver or grants

other relief requested by the Interim Lender (the "'Termination Date"). A copy or theMay Forecast is communicated herewith as Exhibit R-3.

18. The April 17 Order provided that the Petitioners are entitled to pay any obligations that

are included in the May Forecast to the extent that such obligations have been incurred or

accrued prior to the Termination Date, but not yet paid (the "Remaining Obligations").

19. The Debtors will advise the Interim Lender of the reasonable amount that will be required

from the Cash Collateral to discharge the Remaining Obligations, including accrued but

unpaid wages and vacation pay. The Debtors have provided the Petitioners and the

proposed receiver with a schedule setting out an itemized list of the anticipated

Remaining Obligations (the "Payables Schedule").

20. It is intended that the proposed receiver discharge the Debtors' obligation to pay the

Remaining Obligations including those obligations set out on the Payables Schedule.

6. EMPLOYEES

21.

22.

In order to achieve certain cost efficiencies, it is the intention of the proposed receiver to

discontinue head office operations of the Debtors' parent company, RBI? in Vancouver,

British Columbia.

R13E will terminate the employment of the head office employees effective immediately

prior to the issuance of the requested receivership order.

MO: 2209176.12

5

23. It is intended that 1U31 retain sufficient funds in its bank account to cover accrued butunpaid vacation pay for these terminated employees and to cover any cheques written inaccordance with the May Forecast that have not cleared as at the time the Receiver isappointed.

241. As of the date hereof none of QL1's employees in Quebec are on temporary lay-off andten (10) employees are active.

25, No determination has been made at this time with respect to the continued employment ofsuch employees who will remain employed by Q1,1 for the present time.

26. A reserve will be established by the receiver and held in a segregated trust account toensure that currently accrued vacation pay can be paid to these employees as and whensuch employees become entitled to such payment.

7. REASONS TO APPOINT A RECEIVER

27. As previously mentioned, the Debtors were, as at April 28, 2015, indebted to InterimLender in an amount of at least CDN$16,957,158.76.

28. Despite that the Interim Financing Facility has matured on April 15, 2015, the Debtorshave not repaid the Indebtedness, which constitutes a default under the DIP LoanAgreement.

29. In these circumstances, the Interim Lender is entitled to seek the appointment. of areceiver to, inter cilia, secure and maintain the Debtors' property in order to protect thevalue of its security and proceed to the sale of the Debtors' property, in whole or in part.

30. The appointment of a receiver is also appropriate as the Interim Lender needs bettervisibility on the nature and value of the Debtors' property, so as to be in a position toassess its options and define its course of action.

31. On April 20, 2015, in accordance with the initial Order, the interim Lender served a liveday Notice of-intention to Enibrce ct Charge on the Debtors, the Monitor and creditorswhose rights are registered or published at the appropriate registries, as appears from acopy of such notice communicated herewith as Exhibit R-4.

8. POWER AND PROTECTIONS OF TnE RECEIVER

i) Rcmcdiation and Restoration Obligations Pursuant to the Mining Act (Quebec)

32. The Interim Lender asks this Court to confirm that the receiver to be appointed is notsubject to the obligations contained in sections 232 and 233 of the Mining Act, C.Q.L.R.,c. M-13.1 (the "Mining Act'') (the "Remediation Obligations") and is not required tocomply with the remediation and restoration plan prepared and submitted to the Ministerof Natural Resources and Wildlife by QL1 pursuant to section 232.1 of the Mining Act(Quebec) (the "Remediation Plan"), including notably the requirement to furnish aguarantee pursuant to section 232.4 of the Mining Act.

Milli: 2209176:12

33. It would not be appropriate for the receiver to be subject to the Remediation Obligationsor to be required to comply with the Remediation Plan because, as is explained below,the Debtors' business will continue in its temporary idle state.

34. In addition, if the receiver was required to comply with the Remediation Plan, theenforcement by the Interim Lender of the Interim Lender Charge would be overlyonerous and virtually impossible.

ii) Operation of the Debtors' Business

35. "Ihe Interim Lender does not expect that the receiver would seek the Court's authorizationto operate the Debtors' mining operations in Quebec and does not ask this Court toauthorize the receiver to exercise any powers relating thereto at this time.

36. The Interim Lender nonetheless reserves its right to subsequently request, if need be, that

this Court expand the receiver's powers to include the power to operate the Debtors'

mining business in Quebec.

iii) Power of the Receiver to Borrow, Receiver's Borrowing Charge ttnd Receiver'sAdministration Charge

37. The Interim Lender also asks this Court to order that the receiver to be appointed is

entitled to borrow such moneys from time to time as it may consider reasonably

necessary or desirable for the purpose of funding the exercise of the powers and duties

conferred upon it by the Order to be rendered on this Motion, at such rate or rates of

interest as it deems advisable for such period or periods of tin►e as it may arrange and thatthis Court may approve, provided that the outstanding principal amount does not exceed,

for the time being, CDNS5 million.

38. The Interim Lender requests that the obligation to repay the moneys borrowed by the

receiver be secured by a court ordered charge on all of the Debtor's property and other

than the Tewoo Security and the I3NS Cush Collateral Charge, ranking ahead of any and

all other hypothecs, mortgages, liens, security interests, priorities, charges,

encumbrances, construction liens or security of whatever nature or kind affecting the

Debtors' property, including all CCAA Charges (as defined in the Initial Order), up to a

maximum amount of CDN$7.5 million (the "Receiver's Borrowing Charge).

39. In addition, the Interim Lender is seeking a priority charge against the Debtors' property

in favour of the receiver to secure professional lees and disbursements (including the

receiver's legal fees) incurred in relation to these proceedings, both before and after the

date of the appointment of the receiver, in the aggregate amount of CDN$500,000 (the

"Receiver's Administration Charge").

40. The Receiver's Administration Charge and the Receiver's Borrowing Charge would be

junior to the I3NS Cash Collateral Charge and Tewoo Security as against the Pledged

Shares.

Niti#: 221)9176.12

7

41. At a future date, it may become necessary to seek an increase in the quantum of theReceiver's Borrowing Charge and/or the Receiver's Administration Charge. If that is thecase, a motion may be brought by the Receiver, on notice to interested parties, withappropriate evidence to support the requested increase.

9. CONCLUSIONS

42. In light of the foregoing and considering that the Debtors consent to the relief sought inthe present Motion, the Petitioner hereby respectfully seeks the issuance of an Ordersubstantially in the form of the draft Order communicated herewith as Exhibit R-5.

43. Considering that all Property will now be under the control of the Receiver, acting onbehalf of the Debtors, and considering that no plan of arrangement can be presented,Petitioner, with the consent of the Debtors, seek the termination of the stay grantedpursuant to the CCAA, the termination of the Monitor's appointment and the terminationof any and all CCAA proceedings.

44. The proposed terms for the termination of the CCAA proceedings are set out in aDischarge and Transition Order being requested by the Debtors, to which the interimLender has consented.

45. The Petitioner proposes that Duff & Phelps Canada Restructuring, Inc., through itsrepresentative, Mr. Robert Korman, CIRP, act as a receiver. Duff & Phelps CanadaRestructuring Inc. is qualified to act as receiver in this matter as it holds a licence to actas trustee under the 1114, and has agreed to act in this matter if appointed by this Court.

46. The present motion is well-founded in facts and in law.

WHEREFORE PETITIONER REQUESTS THAT THIS HONOURABLE COURT:

111 GRANT the present Motion for the Appointment of a Receiver (the "Motion");

121 ISSUE an order in the form of the draft Order communicated in support of the Motion asExhibit R-5;

131 WITHOUT COSTS, save and except in case of contestation.

MONTREAL, May 5, 2015

')/(if-ot ?tt,iri,Ps Xi/i'plAeo DAVIES WARD PHILLIPS & VINEBERG LLPAttorneys for Petitioner, HALE CAPITALPARTNERS L.P.

11,1110: 2209176.12

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREAL

SUPERIOR COURT(Commercial Division)

No.: 500-11-047560-145 IN THE MATTER OF THE PLAN OFARRANGEMENT OF:

QUEBEC LITHIUM INC., QLI METAUX INC.,RB ENERGY INC. AND SIROCCO MININGINC.

Debtors

-and-

HALE CAPITAL PARTNERS L.P.

Petitioner-and-

KPMG INC.

Monitor-and-

DUFF & PHELPS CANADARESTRUCTURING INC.

Receiver

ATTESTATION OF AUTHENTICITY

I, the undersigned, Gabriel Lavery Lepage, attorney, practicing my profession with the law .firmof Davies Ward Phillips & Vineberg LLP, having its principal place of business at 1501 McGill

College Avenue, 26'11 Floor, in the City of Montreal, Province of Quebec, solemnly affirm that:

1. On May 5, 2015 at 3:46 p.m., Davies Ward Phillips & Vineberg LLP received by fax anAffidavit signed by Nathaniel Klein dated May 5, 2015, a copy of such Affidavit isattached to this Attestation of Authenticity;

Wit 4".14IYAIY5,

_i_

All the facts alleged herein are true.

SOLEMNLY AFFIRMEI) BEFORE ME,at Montreal, an May 5, 2015

Commissioner for Oaths

AND 1 HAVE SIGNED:

ABR1EL LAV L E

MO: 2232233 1

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREAL

SUPERIOR COURT(Commercial Division)

No.: 500-11-047560-145 IN THE MATTER OF THE PLAN OFARRANGEMENT OF:

QUEBEC LITHIUM INC, QLI IVIETAUX INC.,RB ENERGY INC. AND SIROCCO MININGINC.

Debtors-and-HALE CAPITAL PARTNERS LP.

Petitioner-and-

ICPMG INC.

Monitor

-and-

DUFF & PHELPS CANADARESTRUCTURING INC.

Receiver

AFFIDAVIT OF NATHANIEL KLEIN

the undersigned, Nathaniel Klein, vice-president, exercising my occupation at 17 State Street,

Suite 3230, in the City of New York, United States of America, solemnly declare as follows:

1. I am a vice-president of the Petitioner, Hale Capital Partners L.P.;

All the facts alleged in the attached Motion for the Appointment of a Receiver are true.

AND I HAVE SIGNED:

SOLEMNLY DECLARED BEFORE ME,in the City of t-kAk)on this V". day of May, 2015

Notary Public

Mi.14: 2209176,12

HILARY HELENE MILLERNOTARY PUBLIC-STATE Q NEW YORK

No. 01M16295531Quallffocl In Now York County

My Cantrniulon Explrus January 06, 2015

NOTICE OF PRESENTATION

TO: Service List

Ally Credit Canada Limited200 Bay St., 9th FloorRoyal Bank Plaza, South TowerToronto (Ontario) M5J 2J5

Financialinx Corporation2001 Sheppard Ave. East, suite 600Toronto (Ontario) M2J 4Z8

Hewitt Equipements Limit&5001 Aut. Felix-LeclercPointe-Claire (Quebec) 1198 1B8

Texel Geosol Inc.1300, 2e rue du Pare-lndustrielSte-Marie (Quebec) G61 1G8

9190-5778 Quebec inc.82, 10e Avenue ouestAmos (Quebec) J9T 1W8

Les Structures G13 Ltee105 Mont& lndustrielle-et-CommercialeRimouski (Quebec) G5M 1A8

Corporation CrediLinx2001 Sheppard Ave. East, suite 600Toronto (Ontario) M2J 4Z89

Gestion Loca Bail Inc.1132 Route 111 E.Amos (Quebec) JOT 1N1

S. Huot Inc.1000 Raoul JobinQuebec (Quebec) GIN 4N3

Wajax Industrial Components LP2200, 52nd Av.Lachine (Quebec) I.18T 2Y3

Brenico Inc.214 Route 138St-Augustin-de-Desmaures (Quebec)G3A 2X9

TAKI NOTICE that the present Motion for the Appointment °la Receiver will be presented foradjudication before the Honourable Justice Martin Castonguay, J.S.C., or another of thehonourable judges of the Superior Court, Commercial Division, sitting in and for the district ofMontreal, in the Montreal Courthouse located at 1, Notre-Dame Street East, Montreal, Quebec,at 10:00 AM on May 8, 2915 in a room to be determined.

DO GOVERN YOURSELF ACCORDINGLY.

Montreal, May 5, 2015

DAVIES WARD PIIILLIPS & VINEBERG LEPAttorneys for Petitioner, LIALE CAPITALPARTNERS L.P.

MO: 22119 76. 12

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREAL

SUPERIOR COURT(Commercial Division)

No.: 500-11-047560-145 IN T1IE MATTER OF THE PLAN OFARRANGEMENT OF:

QUEBEC LITHIUM INC., QLI MErl'AUX INC.,RB ENERGY INC. AND SIROCCO MININGINC.

Debtors-and-

HALE CAPITAL PARTNERS L.P.

Petitioner-and-

KPMG INC.

Monitor-and-

DUFF & PHELPS CANADARESTRUCTURING INC.

Receiver

LIST OF EXHIBITS

R-1 DIP Facility Loan Agreement dated October 14, 2014

R-2 Statement of account

R-3 Cash flow projections to May 30, 2015

R-4 I Capital Partners L.P.'s five day Notice of Intention to EnjOrce a Charge

R-5 Draft Order

MONTREAL, May 5, 2015

DAVIES WARD PHILLIPS & VI NEBERG LLPAttorneys for Petitioner, HALE CAPITALPARTNERS L.P.

NATI,4):2 ?0-

No. 500-11-047560-145

SUPERIOR COURT

District of Montreal

IN THE MATTER OF THE PLAN OF ARRANGEMENTOF:QUEBEC LITHIUM INC., QLI METAUX INC., RBENERGY INC. AND SIROCCO MINING INC.

Debtors-and-HALE CAPITAL PARTNERS L.P.

Petitioner-and-KPMG INC.

Monitor-and-DUFF & PHELPS CANADA RESTRUCTURING INC.

Receiver

MOTION FOR THE APPOINTMENT OF A

RECEIVER, AFFIDAVIT AND NOTICE OF

PRESENTATION

ORIGINAL

Attorneys for PetitionerPer: Me Gabriel Lavery LepaiwDir 514 841 6492

0/F 249311

DAVIES WARD PHILLIPS &VINEBERG

1501 McGill College Avenue16' FloorMontreal Canada 113A 3N9

Tel 514 841 6400Fax 514 841 6499BP-0181

01 HALE CAPITAL

011) FACILITY LOAN AGREEMENTDATED AS OF OCTOBER 14, 2014

EXCCIII

WHEREAS the Borrower (as defined below) has requested that the DIP Lender (as definedbelow) provide financing to fund certain of the Borrower's cash requirements during thependency of the CCAA Deblois' (as defined below) proceeding (the "CCAA Proceeding")under the Companies.' Creditors Arrangement Act (Canada) (the "CCAA") to be commencedbefore the Quebec Superior Court (the "CCAA Court") in accordance with the terms andconditions set out herein;

NOW THEREFORE the parties„ and the consideration of the foregoing and the mutual covenantsand agreements contained herein (the receipt and sufficiency of which are hereby irrevocablyacknowledged), agree as follows:

Borrower: RB Energy Inc. ("Borrower")

CCAA Debtors: RR Energy Inc., Quebec Lithium Inc., QLI Melaux Inc. and Sirocco Mining Inc.

Guarantors: Quebec Lithium Erie., QLI Metaux Inc. and Sirocco Mining Inc. (collectively, the"Guarantors" and, together with the Borrower, the "Debtors" or "CCAADebtors") shall provide unconditional guarantees of payment and not of collectionin form satisfactory to the DIP Lender,

Prior to any Further Advance (as defined below), Chempro Finance Ltd.("Chempro") shall also guarantee the DIP Obligations (as defined below) andshall secure such guarantee by assigning to the DIP Lender all amounts owing to itby Atacama Minerals Chile S.C.M. ("Atacama") and Chempro shell thereupon beincluded as a "Guarantor".

DIP Lender: Hale Capital Partners L.P. ("IICP") or a limited liability company or otherinvestment vehicle, owned by one or more affiliates of the DIP Lender to hedesignated prior to the First Closing Date, The obligations of any such designatedlender to fund the DIP Advances (as defined below) shall be guaranteed by IICP.

DIP The DIP Lender agrees to advance to the Borrower as a super-priority (dcbtor-in-possession) non-revolving credit. facility (the "DIP Facility") up toUS$13 million.

3131CIG1/894537 YI /33169.001

On the First Closing Date (as defined below), the Borrower will have an initialavailability under the 1)11' Facility of up to US million (the "InitialAvailability"), Notwithstanding any other provision hereof, the initial advancepursuant to the Initial Availability (the "First Advance") may be up to the fullamount of the Iiritial Availability and in any event shall not be less than US$4million, The First Advance shall be made on the First Closing Date, subject tosatisfaction of the Funding Conditions (as defined below). Any draw under the

Page

Initial Availability shall be in a minimum amount of US$1 million.

Alter the First Advance, the balance of the DIP Facility may be drawn in up tothree trenches of not less than USS1 million (each a "Further Advance") each bythe Borrower providing not less than three days' written notice of each drawdownto the DIP Lender. All advances hereunder (each "DIP Advance") are subjectto the conditions of cirawdown set out below.

Advances under the DIP Facility shall be deposited into a bank account to bedesignated by the Borrower at a financial institution approved by the DIP Lender(the "Borrower's Account") and utilized by the Borrower in accordance with theterms 'of this Agreement. The parties agree that the Borrower's account inVancouver, B.C. at Canadian Imperial Bank of Commerce ("CIBC") (thespecifies of which shall be provided to the DIP Lender by the Borrower) is asatisfactory Borrower's Account. The Borrower's Account shall be subject to theDIP Lender's Charge and prior to making any Further Advances ancl the Borrowershall obtain an account control agreement with the depository bank in form andsubstance acceptable to the DIP Lender, acting reasonably.

Use of Proeeeds: The proceeds of the DIP Facility shall be used solely by the CcAA Debtors inaccordance with the Agreed Weekly Budgets (as defined below) and may be usedto pay interest, fees and expenses payable under the DIP Facility. No proceedsmay be used .for any other purpose except with the prior written approval of theDIP Lender. In particular, the DIP Facility may not be used in connection withany investigation (including discovery proceedings), initiation or prosecution ofany claims, causes of action, adversary proceedings or other litigation against theDIP Lender or its affiliates,

First Closing The closing date for the First Advance under the DIP Facility is expected to beDale: October l5, 2014 or such later date as all of the conditions to the First Advance

hereunder have been satisfied (the "First Closing Date").

Evidence of The DIP Lender shall open and maintain accounts and records evidencingIndebtedness: advances and repayments under the DIP Facility and all other zunounts owing from

time to time hereunder. The DIP Lender's accounts and records constitute, in theabsence of manifest error, prima facie evidence of the indebtedness of theBorrower to the DIP Lender pursuant to the DIP Facility.

Currency:

Interest Rate:

Unless otherwise stated, all monetary denominations shall be in lawful currency ofthe United States.

All amounts owing hereunder on account of the principal, overdue interest, feesand expenses shall hear interest at the rate of 1 1% per annum payable in cashmonthly in arrears on the last day or each calendar month. To the extent permittedby law, upon the occurrence of an Event of Default (as defined below), interestshall accrue and be calculated at a rate of 16% per annum.

l'nCe 2

Standby Fee:

Other Fees:

The Borrower shall pay the DIP Lender a standby fee of 3% per annum on theundrawn portions of the DIP Facility. Such fee shall be calculated daily andpayable monthly in arrears on the last day of each calendar month.

(a) The Borrower has paid to the DIP ,Lender an upfront due diligence fee ofUS$150,000 (the "Upfront Fee"). This is a non-refundable fee used tocompensate the DIP Lender for its expenses incurred prior to the date of theFirst Closing but does not include any kes or expenses of its counsel relatingto the drafting, negotiation and court approval of this Agreement and relateddocuments.

(b) an the First Closing Date, the Borrower shall pay to the DIP Lender a non-refundable commitment fee of US$325,000 (being 2.5% of the DIP Facility)from the first advance Linder the DIP Facility.

(c) If any portion of the DIP Loan is repaid prior to April 15, 2015 or prepaidprior to the Ivlaturity Date, the Borrower will pay to the DIP Lender aprepaynient fee equal to 3% of the principal amount repaid or prepaid.

(d) At such lime as the entire DIP Facility has been repaid or cancelled, theBorrower will pay to the DIP Lender a fee of US$800,000 as on exit fee,

Other Costs and Unless already satisfied by the Upfront Fee, the Borrower shall pay, on or beforeExpenses: the First Closing Date and monthly thereafter, all costs and expenses of the DIP

Lender for all of due diligence and travel costs and all reasonable fees,expenses and disbursements of outside counsel, appraisers, field auditors, and anyfinancial consultant in connection with the administration of the DIP Facility afterthe Closing Dale, including any costs and expenses incurred by the DIP Lender inconnection with the enforcement of any of the rights .and remedies availablehereunder or any under the Guarantees or any related security,

Repayment and All amounts owing to the DIP Lender under the DIP Facility shall be due andMaturity Date: payable on the earliest of the occurrence of any of the following:

(i) six months following the First Closing Date;

(ii) the implementation of a plan of compromise or arrangernent within theCCAA proceedings (a "Plan") which has been approved by the requisitemajorities of the Borrower's creditors and by order entered by the CCAAcourt (thc "Sanction Order") and by the DIP Lender;

(iii) conversion of the CCAA proceeding into a proceeding under theBankruptcy and insolvency Act (Canada) (the "DIA");

(iv) the completion of the sale of more than 50% of the aggregate assets of theBorrower (on a consolidated basis) (unless the DIP Lender consents tosuch sale and agrees that the DIP Facility shall remain outstanding); and

Pap 3

(v) an Event of Default (us defined below) in respect of which the DIP Lenderhas elected in its sole discretion to accelerate all amounts owing anddemand repayment;

(such earliest date the "Maturity Date"),

The DIP Lender's commitment to make further advances under the DIP Facilityshall expire nn the Maturity Date and ail amounts outstanding under the DIPFacility shall be permanently and indefeasibly repaid no later than the MaturityDate without the DIP Lender being required to make demand upon the Borroweror other parties or to give notice that the DIP Facility has expired and that theobligations thereunder are due and payable, except as they would be required bythe Priority Order, The Sanction Order shall not discharge or otherwise affect inany way any of the obligations of the Borrower or the Guarantors to the DIPLender under the DIP Facility other than atter the permanent and indefeasiblepayment in cash to the DIP Lender of all .obligations under the DIP Facility on orbefore the date that the Plan is implemented, including without limitation, the exitfee.

Mandatory Unless the DIP Lender consents otherwise, the Borrower is required to prepayPrepayments: amounts outstanding under the Facility:

(i) upon the receipt of net cash proceeds from the issuance by the Borrower orany of its subsidiaries (other than Atacama) of any indebtedness forborrowed money;

(ii) upon receipt of insurance proceeds or expropriation awards, by theBorrower of any of its subsidiaries (other than Atacama) unless theproceeds arc reinvested to repair or replace such assets prior to the earlierof the Maturity Date and 180 days following the receipt of such proceeds;

(iii) upon receipt of net cash proceeds from the sale of any of the Collateral (asdefined below) except for sales of inventory in the ordinary course ofbusiness by the Borrower or any of its subsidiaries;

(iv) upon receipt of any extraordinary payments such as tax refunds by theBorrower or any of its subsidiaries (other than Atacama);

(v) upon receipt of nct cash proceeds from the sale of any equity interests inthe Borrower or any of its subsidiaries or the receipt of capitalcontributions by the Borrower or any of its subsidiaries,

Any prepayment required hereunder shall be a permanent reduction of the DIPFacility and may not be reborrowed without the written consent of the DIP Lenderin its sole discretion. Any prepayments prior to the Maturity Date will be subjectto the prepayment fee of 3% referred to above,

Optional 'Ile DIP Loan may be repaid at any time, in whole or in part, prior to the MaturityPage 4

Prepayment: Date on not less than two business days' notice to the DIP Lender provided thatany such payment shall be subject to El pro rata share of the exit fee referred toabove, the prepayment fee referred to above and the satisfaction of all accruedinterest thereon.

DIP Lender All payments to the DIP Lender shall be made by wire transfer to the accountAccount: specified in writing to the Borrower from time to time,

Agreed Budgets: Attached hereto is a rolling 26 week period detailed budget (the "Agreed WeeklyBudget") which is in form and substance satisfactory to the DIP Lender. The DIPLender may require changes to the format of budget and the details providedtherein including, without limitation, information on a line item basis as to (i)projected cash receipts and (ii) projected disbursements (including ordinary courseoperating expenses, restructuring expenses, including professional fees), capitaland maintenance expenditures.

On the Thursday of each week, the Borrower shall provide to the DIP Lender avariance report (the "Weekly Budget Variance Report") showing on a line-by-line basis actual receipts and disbursements and the total available liquidity for thelast day of the prior week for the cumulative period since the commencement ofthe CCAA proceeding and for a rolling cumulative four week perlod once theCCAA. Proceedings have been pending for four weeks and noting therein allvariances on a line-by-line basis from the amounts in the Agreed Weekly Budgetand shall include explanations for all material variances and shall be certified bythe Chief Financial Officer of the Borrower, Thefirst Weekly Budget VarianceReport shall be delivered on Thursday, October 23, 2014.

The Borrower may from time to time present to the DIP Lender a revised 26 weekdetailed budget substantially in the form of the current Agreed Weekly Budget,which revised budget shall be reviewed by the Monitor (the "Updated WeeklyBudget"). The DIP Lender may, in its discretion, acting reasonably, agree tosubstitute the revised budget for the then current Agreed Weekly Budget in whichcase the Updated Weekly Budget shall be thereafter he deemed to he the effectiveAgreed Weekly Budget for the purposes hereof.

Conditions The DIP Lender's agreement to make the First Advance to the Borrower on thePrecedent to DIP First Closing Date and any other DIP Advances pursuant to the Initial AvailabilityAdvances: is subject to the following conditions precedent (the "Funding Conditions") as

determined by the DIP Lender in its sole discretion, acting reasonably:

1) The Borrower's application materials in •connection with its application forthe Initial Order shall be satisfactory to the DIP Lender and such applicationshall be brought before the CCAA Court no later than October 16, 2014, onnotice to such parties as are acceptable to the DIP Lender. The Borrowerhas requested that secured parties other than Bunk of Nova Scotia ("BNS")and investement Quebec will not receive notice of the initial application andthe DIP Lender acknowledges that notice to such parties is impractical at

Pap S

this time;

2) The Court shall have issued the Initial.Order which must be satisfactory tothe DIP Lender and the Initial Order shall not have been amended, restatedor modified in a manner that adversely affects the rights or interests of theDIP Lender without the consent of the DIP Lender. For greater certainty,such Order shall approve this Agreement and grant a charge in favour of theDIP Lender (the "DIP Lender Charge") which ranks ahead of thesecurity granted by the CCAA Debtors to BNS and Investissement Quebecbut not security held by persona who have not received notice of theapplication for the Initial Order (such persons, the "Non-Lender SecuredCreditors") and that such. Initial Order may not be rescinded, amended orrevised without at least five business days' notice to the DIP Lender and itscounsel and shall not stay the rights of the DIP Lender hereunder or underthe OW Credit Documentation (as defined below). The DIP Lender'sCharge shall apply to all of the property and assets of the CCAA Debtors(other than the LC Collateral (as defined below)) and shall secure allobligations owing by the CCAA Debtors in the DIP Lender hereunder,including without limitation, all principal, interest, fees and amounts owingin respect of expenses (collectively the "DIP Obligations");

3) The Dll' Lender shall have received from the Borrower n written request forthe First DIP Advance which shall be executed by an officer of theBorrower and which shall confirm that the representations and warrantiescontained herein are true and correct as of such date;

4) All fees and expenses payable to the DIP Lender have been paid or will bepaid from the proceeds of the requested DIP Advance within such time as isacceptable to the DIP Lender in its discretion;

5) There shall be nu liens ranking in priority to ur puri pussu with the DIPLender's Charge other than an administrative charge in an amount not toexceed Cdn. 11 million and Liens (as defined below) in favour of the Non-Lender Secured Creditors and any subordinate court-ordered charges orliens shall be acceptable to the DIP Lender. The DIP Lender acknowledgesand agrees that a charge securing the Debtors' obligation under certain keyemployee retention plans in the aggregate amount of Cdn. 5760,000 and acourt ordered charge securing the Debtors' obligations to indemnify thedirectors for certain post-filing liabilities in the aggregate amount not toexceed Cdn $1.5 million are acceptable to the DIP Lender; both suchcharges shall be subordinate to the DIP Lender's Charge,

As soon us practical following the First Advance, the DIP Lender's Charge and theLiens shall be registered on all of the assets of the CCAA Debtors.

The DIP Lender's obligation to make any Further Advances 10 the Burrower issubject to the Funding Conditions continuing to have been satisfied and the

Priv 6

following conditions, precedent to the Further Advances as determineci by the DIPLender in its sole discretion twang reasonably:

1) A motion for the Priority Order (as defined below), in form satisfactory tothe DIP Lender, shall be served on such parties as required by the DIPLender within three business days of the initial Order and subsequentlyfiled with the CCAA Court and appropriate notice or the hearing shall begiven to all relevant parties;

2) The CCAA Court shall have issued and entered a further order (die"Priority Order") within 10 days of the date on which the Initial Orderwas issued (the "Filing Date") elevating the DIP Lender's Charge inpriority over the security interests of the Non-Lender Secured Creditors, inform and substance satisfactory to the DIP Lender approving thisagreement and the DIP Facility. Without limiting the foregoing, thePriority Order shall provide that the DIP Lender's Charge shall havepriority over all liens, charges, mortgages, encumbrances, security interestsof every kind and nature granted by the CCAA Debtors against any of theundertaking, property or assets of the CCAA Debtors (collectively, the"Liens") subject in priority only to an administrative charge on thecollateral of the CCAA Debtors in an aggregate amount not 10 exceed $lmillion and subject to the exclusion of the cash collateral in the amount ofapproximately $4 million (the "LC Cash Collateral") held by BNS tosecure letters of credit issued by BNS, credit card services provided byBNS and other cash management services provided by 13NS (collectively,the "LC Obligations") provided, however, that Bank of Nova Scotia mayonly use such cash collateral for the purposes of satisfying the LCObligations;

3) The I3orrower shall be in compliance with any timetables established fromtime to time by it and approved by the Court and the DIP Lender settingout a sales or investtnent solicitation or similar process for the CCAADebtors;

4) The DIP Credit Documentation (as defined below) shall be satisfactory tothe DIP Lender in its discretion, acting reasonably, and shall have beenexecuted by the parties thereto and the DIP Lender;

5) The DIP Lender shall be satisfied that the Debtors have complied with andare continuing to comply with in all material respects with all applicablelaws, regulations, policies in relation to their property and business, otherthan as may be permitted under any order of the CCAA Court (each a"Court Order") which is satisfactory to the DIP Lender in its discretion,acting reasonably;

6) The DIP Lender shall have received from the I3orrower a written requestfor each DIP Advance not less than two business days prior to the date or

Page 7

the DIP Advance which shall be executed by an officer of the Borrowerwhich shall certify the amount requested and that the Borrower is incompliance with the DIP Credit Documentation and the Court Orders;

7) All amounts due and owing to the DIP Lender at such time shall have beenpaid or shall be paid from the requested DIP Advance;

8) No Event of Default shall have occurred or will occur as a result of therequested DIP Advance;

9) Atacama shall not have incurred any indebtedness or for borrowed moneyin excess of US$40 million, being the amount of indebtedness outstandingat the date hereof, True copies of all credit agreements for Atacama havebeen provided to the DIP Lender;

10) The DTP Lender shall he satisfied that the CCAA Debtors own theirrespective material assets with good and marketable title thereto and shallhave received environmental reports confirming that there are no materialenvironmental liabilities or obligations affecting or likely to affect the

Collateral;

11) The DIP Lender shall have received satisfactory opinions of counsel to theCCAA Debtors relating to title to real property of Quebec Lithium Inc. (orsatisfactory title insurance with respect to such property) and such other:natters as the DIP Lender may reasonably require;

12) The DIP Lander shall have been satisfied that all motions, orders and otherpleadings and related documents filed or submitted to the CCAA Court bythe CCAA Debtors shall be consistent with the terms hereof and all ordersentered by the CCAA Court shall not be inconsistent with or have anadverse impact on the terms of the DIP Facility;

13) Any necessary third party approvals to preserve or perfect the DIPLender's Charge shall have been obtained;

14) There are no Liens ranking in priority to the DIP Lender's Charge otherthan is permitted hereunder;

15) No material portion of the Collateral be lost or stolen; and

16) The Debtors shall be in compliance with all covenants and obligationscontained in this Agreement,

DIP Facility All of the obligations of the CCAA Debtors under or in connection with the DIP

Security and Facility, this Agreement and any other documentation in respect of the DIPDocumentation: Facility that is requested by the DIP Lender (which shall be in form and substance

satisfactory to the DIP Lender in its sole discretion, acting reasonably)(collectively, the "DE) Loan Documents") shall be secured by the DIP Security

Page 8

(as defined below) (together with the DIP Loan Documents, the "DIP CreditDocumentation") and the DIP Lender's Charge granted by the CCAA Court.

The DIP Obligations shall be secured by:

l) The DIP Lender's Charge granted by the CCAA Court;

2) Contractual =unity and contractual hypothecat•y documents grunted by theCCAA Debtors providing for a security interest/hypothee (the "DIPSecurity") in and lien on all now-owned and hereafter-acquired assets andproperty of each of the Debtors, real and personal, tangible or intangibleand all proceeds therefrom (the "Collateral"), but excluding (i) the LCCash Collateral provided that such LC Cash Collateral may only be used tosatisfy such LC Obligations, (ii) such assets, if any, as the DIP Lender inits discretion determines to be immaterial or to bc assets for which the costand other burdens of establishing and perfecting a security interestoutweigh the benefits of establishing and perfecting a security interest, and(iii) othcr exceptions to bc mutually agreed; and

3) Prior to the Further Advances, Chempro shall assign to the DIP Lender itsinterest in the intercompany loans owing to Chempro by Atacama,

The DIP Security shall be a perfected first priority and not subject to subordinationother than in respect of the administrative charge not exceeding Cdn. $1 milliongranted by the CCAA Court.

Deposit The Debtors shall maintain all cash in accounts maintained with depository banksAccounts; designated by the DIP Lc••nder ("Approved Depository Banks") and that prior to

the second advance of the DIP Facility have entered into account controlagreements tit forin and substance satisfactory to the DIP Lender and their counsel(collectively, the "Controlled Accounts"). The parties acknowledge that °BC isan Approved Depository Bank.

Monitor: The Monitor appointed pursuant to the Initial Order shall be KPMG Inc. (the"Monitor") with Mr. Phil Reynolds and such other persons designated by Mr,Reynolds having primary responsibility for the fulfillment of the Monitor's duty asin connection with the CCAA Proceeding, The DIP Lender shall be authorized bythe Initial Order to have direct discussions with the tvlonitor and to receiveinformation from the Monitor as requested by the DIP Lender from time to time.

Indemnity: The Burrower and the other Debtors twee to indemnify and hold harmless the DIPLender and its affiliates and officers, directors, employees, representatives,advisors, solicitors and agents (collectively, the "indemnified Persons") from andagainst any and all actions, lawsuits, proceedings (including any investigations orinquiries), claims, losses, damages, liabilities or expenses of any kind or naturewhatsoever which may be incurred by or suited against or involve any of theIndemnified Persons as n result of, in connection with or in any way relined to theD1P Facility, the proposed or actual use of the proceeds of the DIP Facility, thisAgreement, the CCAA Proceeding or the DIP Credit Documentation,Notwithstanding the foregoing, the Borrower or other Debtors shall have no

Pap 9

obligation to indemnify any Indemnified Person against such loss, liability, cost orexpense to the extent that they are found by final judgment of a court of competentjurisdiction to arise from the gross negligence or willful misconduct of suchIndemnified Person or to the extent of any disputes solely among IndemnifiedPersons other than claims arising out of any act or omission on the part of theBorrower or Debtors. The DIP Lender shall not he responsible or liable to theBorrower or arty Debtors or any other person for any consequential or punitivedamages.

Representations Each of the CCAA Debtors represents and warrants to the DIP Lender, uponand Wlimiuties: which the DIP Lender relies in entering into this Agreement and the other DIP

Credit Documentation, that;

1. The transactions contemplated by this Agreement and the otherDIP Credit Documentation:

(u)

(b)

(a)

upon the granting of the• Initial Order and the Priority Order, arewithin the powers of the Debtors;

have been duly authorized, executed and delivered by or on behalfof the CCAA Debtors;

upon the granting of the Initial Order and the Priority Order,constitute legal, valid and binding obligations of the CCAADebtors;

(d) upon the granting of the Initial Order and the Priority Order, do notrequire the consent or approval of, registration or filing with, or anyother action by, any governmental authority, other than filingswhich may be made to register or otherwise record the DIPLender's Charge or any DIP Security granted pursuant to the DIPCredit Documentation;

2. The business operations of the Borrower and its subsidiaries havebeen and will continue to be conducted in material compliance with all applicablelaws of each jurisdiction in which each such business has been or is being carriedon subject to the provisions of any Court Order;

3. Each of the Borrower and its subsidiaries has obtained all materiallicences and permits required for the operation of its business, which licences andpermits remain, and sailer the DIP Pinancing, will remain in full force and effeCt.No proceedings have been commenced to revoke or amend any of such licencesor permits;

4. Each of the Borrower and its subsidiaries has paid where due itsobligations for payroll, employee source deductions, Harmonized Sales Tax,value added taxes and is not in arrears in respect of these obligations;

Page 10

5. None of the Borrower or any of its subsidiaries has any definedbenefit pension plans or similar plans;

6. All factual information provided by or on behalf of the CCAADebtors to the DIP Lender for the purposes of or in connection with thisAgreement or any transaction contemplated herein is, to the best of the CCAADebtors' knowledge, true and accurate in all material respects on the date as ofwhich such information is dated or certified and is not incomplete by omitting tostate any fact necessary le make such information (taken as a whole) notmaterially misleading at such time in light of the circumstances under which suchinformation was provided. In particular, and without limiting the generality of theforegoing, to the best of the CCAA Debtors' knowledge, all information regardingthe Borr'ower's and its subsidiaries' corporate structure is true and complete, allpublic filings and financial reports are complete and true in all material respectsand the Borrower has provided the DIP Lender with all title information andopinions and environmental reports affecting or relating to the property of theCCAA Debtors. As used in this section "to the best of the CCAA Debtors'knowledge" refers to the actual knowledge of the President and Chief FinancialOfficer of the Borrower after reasonable inquiry;

Affirmative In addition to all other covenants and obligations contained herein, the DebtorsCovenants: agree and covenant to perform and do each of the following until the DIP Facility

is permanently and indefeasibly repaid and cancelled:

I. Comply with the provisions of the Court Orders made in theCCAA Proceeding including, without limitation, the 'Initial Order and the PriorityOrder;

2. Utilize all DIP Advances in a manner that is consistent with theAgreed Weekly Budgets in all material respects;

3. Comply with any timetable or process established form time toMile by the Borrower for the sale of all or pan of the assets of the Borrower andits subsidiaries or solicitation of investment in the Borrower or its subsidiaries aspart of or in naticipalion of a Plan and obtain the approval for such timetable orprocess from the DIP Lender;

4, Allow the DIP Lender, its designated representatives and theConsultants nal access to the books and records of the Borrower and .itssubsidiaries on one business day's notice and during normal business hours andcause management thereof to fully cooperate with any advisors to the DIPLender;

5. Provide the DIP Lender with draft copies of all motions,applications, proposed orders or other material or documents that any of themintend to file within the CCAA Proceeding at least three! (3) days prior to unysuch filing or, where it is not practically possible to do so at least three days prior

Pagt! t I

to any such filing, as soon as possible;

6. The Initial Order, the Priority Order and any other Court Orderswhich are being sought by the. CCAA Debtors shell be submitted to the CCAACourt in a form confirmed in advance to be satisfactory to the DIP Lender, actingreasonably, subject to any amendments that are required by the CCAA Court orthe Borrower that are acceptable-to the DIP Lender;

7. Any and all materials of the CCAA Debtors in respect of aproposed Plan or any other transaction involving the refinancing of the Borrowerand/or the other Debtors, the sale of all or substantially all of the assets of theBorrower or the other Debtors or any other restructuring of the Debtors'businesses and operations, including any liquidation, bankruptcy or otherinsolvency proceeding in respect of any of ihe Debtors (a "ReoructuringOption") shall only be submitted to the CCAA. Court in a form confirmed inadvance to be satisfactory to the DIP Lender unless such Restructuring Optionprovides for the indelea.sible payment in full in cash of all amounts owing to theDIP Lender under the DIP Facility at or prior to the implementation date of suchRestructuring Option;

8, None of the Debtors shall provide or seek or support a motion byanother party to provide to a third party a charge upon any of the Debtors' assets(including, without limitation, a critical supplier's charge) without the priorconsent of the DIP Lender;

9. The Borrower and the other Debtors shall promptly advise the DIPLender of, and provide copies of, any proposal received from a third party inrespect of a Restructuring Option or arty other transaction to be carried outpursuant to or as part of a Plan and, thereafter, shall advise the DIP Lender of thestatus of any such proposal as well as any material amendments to the termsthereof;

10. The Borrower shall not curry out any changes to the composition(including the addition, removal or replacement of directors or officers) of theboard of directors or the officers (including any chief restructuring officer) of theBorrower or any of the other Debtors without first consulting with the DIPLender;

11. Unless such payments are first approved by the DIP Lender,neither the Borrower nor any of the Debtors shall:

increase any termination or severance entitlements or pay

any termination or severance payments or modify anycompensation or benefit plans whatsoever; or

(ii) establish or make any payments by way of a "key employeeretention plan" except as otherwise disclosed in the Agreed

Rap 12

Weekly Budget and the application materials fled in respectof the Initial Order and provided that the second paymentsunder the key employee retention plan to any of Rick Clark,Kevin Ross or Alessandro Ditelli will not be made untilafter the DIP Obligations have been paid in full to the DIPLender;

12. Provide to the DIP Lender a weekly stems update regarding thestatus of the CCAA Proceeding and their restructuring process including, withoutlimitation, reports on the progress of any Plan, Restructuring Option, and anyinformation which may otherwise be confidential subject to same beingmaintained as confidential by the DIP Lender. Notwithstanding the foregoingdisclosure obligation or any other term ot' this Agreement, none of the CCAADebtors shall be obligated to disclose to the DIP Lender any informationregarding the details of bids received by the Borrower or the Monitor unless suchinformation is otherwise disclosed to other stakeholders in the CCAA Proceedingor unless the DIP Lender waives its right to credit bid;

13. Use all reasonable efforts to keep the DIP Lender apprised on atimely basis of ail material developments with respect to the business and affairsof the Borrower and its subsidiaries, the development of a Plan and/or aRestructuring Option;

14. Deliver to DIP Lender any updated Weekly Budgets and WeeklyBudget Variance Reports and such other reporting and other information fromtime to time as is reasonably requested by the DIP Lender in form and substancesatisfactory to the DIP Lender;

15. The CCAA Debtors shall deliver to the DIP Lender: (i) within one(1) business day of delivery thereof to the Monitor, copies of all financialreporting provided to the Monitor; and (ii) within one (1) business day of receiptfrom the Monitor any reports or other commentary or analysis received by theCCAA Debtors from the Monitor regarding the financial position of the CCAADebtors or otherwise;

I6. The CCAA .Debtors shall provide to the DIP Lender copies o•f allproposed general communications to be given to customers, suppliers, employeesand other stakeholders simultaneously with the distribution thereof to suchpersons;

17. Use the proceeds of the D1I' Facility and other cash on hand onlyfor the purposes of the short-term liquidity needs of the CCAA Debtors in amanner consistent with the Agreed Weekly Budgets in all material respects to theextent reasonably practicable in the circumstances;

18, Preserve, renew, maintain and keep In full force its corporateexistence and its material licenses, permits, approvals, etc. requited in respect of

l'itg43 13

its business, properties, assets or any activities or operations carried out thereinand maintain its properties and asset in good working order having regard to thecurrent cessation of operations;

19. Pay all applicable property taxes, permitting and licences fees andother amounts necessary to preserve the Collateral to avoid any lien thereon andpay all amounts due under any hydro or power contracts from and after the FilingDate;

20. Maintain all insurance with respect to the Collateral in existence asof the date hereof;

21. Forthwith notify the DIP Lender oldie occurrence of any Event ofDefault, or of any event or cirewnstance that, with the passage of time, mayconstitute an Event of Default;

22. Execute and deliver the DIP Credit Documentation, including suchsecurity agreements, financing statements, discharges, opinions or otherdocuments and information, as may be reasonably requested by the DIP Lenderin connection with the DIP Facility, which documentation shall be in form andsubstance satisfactory to the DIP Lender;

23. Subject to the "Costs and Expenses" provision of this Agreement,pay upon request by the DIP Lender all documented DIP Fees and Expenses,provided, however, that if any DIP Fees and Expenses incurred alter the date ofthis Agreement are not paid by the Borrower. the DIP Lender may in itsdiscretion pay all such DIP Pees and Expenses whereupon such amounts shall beadded to and form part of the DIP Obligations and shall reduce the availabilitytinder the DIP Facility;

14. Pay when due all principal, interest, fees and other amountspayable by the Borrower under this Agreement and under any other DIP CreditDocumentation on the dates, at the places and in the amounts and manner setforth herein;

25. Following the First Advance, the Borrower will use its reasonablebest efforts to cause the intercompany loans between Chernpro and Atacama(which the Borrower represents are approximately Cdn. $75 million) to besecured on the assets of Atacama on a basis subordinate to Atacama's existingbank debt or an equivalent amount of replacement debt;

26. Following the First Advance, the Borrower will use its reasonablebest efforts to cause its other subsidiaries (excluding the CCAA Debtors) to grantguarantees of payment to the DIP Lender and to grant charges on their assets tosecure the DIP Obligations , However, no such guarantee or security will berequired for those subsidiaries which the DIP Lender reasonably determines haveno material value or where the giving such guarantees and security is illegal or

Page 14

unduly onerous, Any such subsidiary which provides a guarantee shall thereaflerbe included as a "Guarantor".

Negative Each of the CCAA Debtors covenants and agrees not to do the following, otherCovenants: than with the prior written consent of the DIP Lender from and after the date

hereof:

1. EXcept as conleMplated by this Agreement or any Court Order,make any payment, without consent of the DIP Lender, of any debt or obligationexisting as at the Filing Date (the "Pre-Filing Debt");

2. Create, incur or permit to exist, or permit any subsidiary other thanAtacama to create, incur or permit to exist, any indebtedness for borrowed moneyor contingent liabilities other than Pre-Filing Debt, DIP Advances, and post-filingaccounts payable in the ordinary course of business;

3. Permit Atacama to incur any indebtedness in excess of $40million, being the amount currently outstanding;

4. Make any payments outside the ordinary course of business,subjeet always to the Obligation to comply with the Agreed Weekly Budgets in ul Imaterial respects to the extent reasonably practicable in the circumstances;

5. Sell, assign, lease, convey or otherwise dispose of any of theCollateral except for sales of inventory in ordinary course of business or sell anysecurities of the Borrower or any of its subsidiaries or permit the sale by thesubsidiaries of any securities;

6. Except for as contemplated herein or as otherwise consented to bythe DIP Lender, permit any new Liens to exist on any of the properties or assetsor the Borrower or its subsidiaries other than the Liens in favour of the DIPLender as contemplated by this Agreement;

7. Create or permit to exist any other Lien which is senior to or par/patyri with the DIP Lender's Charge except as contemplated herein;

8, Make any investments in or loans to or guarantee the debts orobligations of any other person or entity or permit any of its subsidiaries to do so;

9. Enter any restrictive covenants or agreements which might affectthe value or liquidity of any Collateral;

10, Change or permit any subsidiary to change its jurisdiction ofincorporation or registered office;

11. Make the second payments under the key employee retention planto any of Rick Clark, Kevin Ross or Alessandro Bitelli until after the DIP

Page 15

Obligations have been paid in full to the DIP Lender;

12, Change Its name, fiscal year end or accounting policies oramalgamate, consolidate with, merge into, dissolve ur enter into any similartransaction with any other entity without the consent of the DIP Lender or permitany subsidiary to do so; and

13. Terminate any key employees of the Debtors, including thoseinvolved in maintaining the Collateral, without the consent of the CCAA Lenderacting reasonably.

Events of The Occurrence of any one or more of the following events shall constitute anDefault: event of default (each, an "Event of Default") under this Agreement if such event

of default is not cured within two business days o•f the I3orrower receiving noticeof the event of default (to the extent such event of default is capable of beingcured);

1, Any Court .Order is dismissed, stayed, reversed, vacated, amendedor restated and such dismissal, stay, reversal, vacating, ninendment or restatementadversely affects or would reasonably be expected to adversely affect the interestsof the DIP Lender in a material manner, unless the DIP Lender has consentedthereto;

2. Any Court Order is issued which adversely affects or wouldreasonably be expected to adversely affect the interests of the DIP Lender in amaterial rnanner, unless the DIP Lender has consented thereto including, without

(a)

(c)

the issuance of an order dismissing the CCAA Proceeding or liftingthe stay imposed within the CCAA Proceeding to permit theenforcement of any security or claim against any of the CCAADebtors or the appointment of a receiver and manager, receiver,interim receiver or similar official or the making of a bankruptcyorder against any of the Debtors;

(b) the issuance of an order granting any other claim or a Lien of equalor superiority status to that of the DIP Lender's Charge except aspermitted hereunder;

the issuance of an order staying, reversing, vacating or otherwisemodifying the DIP Credit Documentation or the provisions of theCourt Order affecting the DIP Lender or the Collateral, or theissuance of an order adversely impacting the rights and interests ofthe DIP Lender, in each Case without the consent of the DIPLender;

(d) the failure of the Borrower to diligently oppose any party that

Pogo 16

brings an application or motion for the relief set out in (a) through(c) above and/or Ails to secure the dismissal of such motion orapplication within 6Q days frorn the date that such application ormotion is brought;

3. The sales or investor solicitation process proposed to the CCAACourt by the Borrower is not acceptable to the DIP 'Lender in its discretion, actingreasonably;

4.hereunder;

Failure of the Borrower to pay any amounts when due and owing

5. Any of the Debtors cease to carry on business or operate ormaintain their properties in the ordinary course as it is carried on as of the datehereof, except where such cessation is consented to by the DIP Lender. The DIPLender acknowledges that Quebec Lithium Inc. and QL1 Metaux Inc. are notcurrently carrying on business and such cessation of operations does notconstitute an Event of Default;

6. Any representation or warranty by any of the Debtors herein or inany DIP Credit Documentation shall be incorrect or misleading irt any materialrespect when made; Court Order is made, it liability arises or an event occurs,including any change in the business, assets, or conditions, financial or otherwise,any of the Debtors, that will in the DIP Lender's judgment, acting reasonably,materially further impair the Borrower's or the other Debtors' financial condition,operations or ability to comply with its obligations under this Agreement, anyDIP Credit Doewnentation or any Court Order or carry out a Plan orRestructuring Option reasonably acceptable to the DIP Lender;

7.Debtors;

Any material violation or breach of any Court Order by any of the

8. Failure of the Borrower or any of the other Debtors to perform orcomply with any term or covenant of this Agreement or any other DIP CreditDocumentation;

9. Failure to maintain a cumulative net cash flow, for the Borroweron a consolidated basis which is at all times within 10% of the amounts set out inthe Agreed Weekly Budget (measured weekly) and failure to provide an UpdatedWeekly Budget for approval by the DIP Lender, acting reasonably, which showssufficient liquidity, including availability under the DIP Facility, to meet all ofthe Borrower's projected cash requirements until April 15, 2015;

10. If any of Rick Clark, Kevin Ross or Alessandro Bi tent cease to besenior officers of the CCAA Debtors and are not replaced with personsacceptable to the DIP Lender;

Pnp 17

Remedies:

11. Any proceeding, motion or application is commenced or filed bythe Borrower or any of the other Debtors, or if commenced by another party,supported or otherwise consented to by the Borrower or any of the other Debtors,seeking the invalidation, subordination or other challenging of the terms of theDIP Facility, the DIP Lender's Charge, this Agreement, or any of the other DIPCredit Documentation or approval of any Plan or Restructuring Option whichdoes not have the prior consent of the DIP Lender;

12. Any of the CCAA Debtors become subject to a materialenvironmental liability; or

13. Any Plan is sanctioned or any Restructuring Option isconsummated by any of the Debtors that is not consistent with or contravenes anyprovision of this Agreement Or the other DIP Credit Documentation in a mannerthat is adverse to the interests of the DIP Lender or would reasonably be expectedto adversely affect the interests of the DIP Lender unless the D1P Lender hasconsented thereto or unless it provides for repayment in full of all D1PObligations to the DIP Lenders under this Agreement,

Upon the occurrence of an Event of Default, the DIP Lender may, in its solediscretion, elect to terminate the DIP Lender's commitment to make further DIPAdvances to the Borrower and accelerate all amounts outstanding under the DIPFacility and declare such amounts to be immediately due and payable without anyperiods of grace. Upon the occurrence of an Event of Default, the DIP Lendermay, subject to the Court Orders:

1. Apply to the Court for the appointment of a receiver, an interimreceiver or a receiver and manger over the Collateral, or for the appointment of atrustee in bankruptcy of the Borrower or the other Debtors;

2. Apply to the Court For an order, on terms sulisfuctury to theMonitor and the DIP Lender, providing the Monitor with the power, in the nameof and on behalf of the Borrower, to take all necessary steps in the CCAAProceeding to realize on the Collateral;

3. Exercise the powers and rights of a secured party under the CivilCode (Quebec) or any legislation of similar effect; and

4, Exercise all such other rights and remedies available to the DIPLender under the DIP Credit Documentation, the Court Orders and applicablelaw.

DIP Lender All consents of the DIP Lender hereunder shall be in writing. Any consent,Approvals: approval, instruction or other expression of the DIP Lender to be delivered in

writing may be delivered by any written instrument, including, by way ofelectronic mail,

Pap I 8

Taxes: A11 payments by the Borrower and the other Debtors under this Agreement and theother DIP Credit Documentation, including any puyments required to be madefrom and after the exercise of any remedies available to the DIP Lender upon anEvent of Default, shall be made free and clear of, without reduction for or onaccount of, any present or future taxes, levies, imposts, duties, charges, fees,deductions or withholdings of any kind or nature whatsoever or any interest orpenalties payable with respect thereto now or in the future imposed, levied,collected, withheld or assessed by any country or any political subdivision of anycountry (collectively, "Taxes"); provided, however, that if any Taxes arc requiredby applicable law to be withheld ("Withholding Taxes") from any amountpayable to the D1P Lender under this Agreement or under any DIP CreditDocumentation, the amounts so payable to the DIP Lender shall be increased tothe extent necessary to yield to the DIP Lender on a net basis after payment of allWithholding Taxes, the amount payable under such DIP Credit Documentation atthe rate or in the amount specified in such DIP Credit Documentation and theBorrower or other Debtors shall provide evidence satisfactory to the DIP Lenderthat the Taxes have been so withheld and remitted.

Further The Debtors shall, at their own expense, from time to time do, execute and deliver,Assurances:: or will cause to be done, executed and delivered, all such further acts, documents

(including, without limitation, certificates, declarations, affidavits, reports andopinions) and things as the DIP Lender may reasonably request for the purpose ofgiving effect to this Agreement.

Entire This Agreement and the DIP Credit Documentation, constitutes the entireAgreement: agreement between the parties related to the subject matter hereof'. To the extent

there is any inconsistency between this Agreement and any oldie other DIP CreditDocumentation, this Agreement shall prevail.

Exit Facility: The DIP Lender may provide the Borrower with an exit facility of up to US$30million on terms to be agreed upon by the Borrower and the DIP Lender,

Credit Bidding: Nothing herein shall preclude the DIP Lender from credit bidding for the assets ofthe Debtors in a sales process.

Business flays: If any payment is due on a day which is not a business day in Montreal and NewYork City, such payment shall be due on the next following business day.

Amendments No waiver or delay on the part of the D1P Lender in exercising any right orand Waivers: privilege hereunder or under any other DIP Credit Documentation will operate as a

waiver hereof or thereof unless made in writing and delivered in accordance withthe terms of this Agreement.

Assignment: The DIP Lender may assign this Agreement and its rights and obligationshereunder, in whole or in part, or grant a participation in its rights and obligationshereunder to any party acceptable to the DIP Lender in its sole and absolutediscretion (subject to providing the Borrower and the Monitor with reasonable

Yoga 19

Sever:Nally:

No Third PartyBeneficiary:

Press Releases:

Counter Partsanti FacsimileSignatures:

Notices:

evidence that such assignee has the financial capacity to fulfill the obligations ofthe DIP Lender hereunder). Neither this Agreement nor any right and obligationhereunder may be assigned by the Borrower or any of the other Debtors.

Any provision in this Agreement or in any DIP Credit Documentation which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, beineffective to the extent of such prohibition or uncnforceability withoutinvalidating the remaining provisions hereof or effecting the validity ofenforceability of such provision in any other jurisdiction.

No person, other than the Debtors and the DIP Lender, is entitled to rely upon this• Agreement and the parties expressly agree that this Agreement does not conferrights upon any party not a signatory hereto.

The CCAA Debtors shall not issue any press releases naming the DIP Lenderwithout its prior approval, acting reasonably unless the CCAA Debtors arerequired to do so by applicable securities laws or other applicable law.

This Agreement may be executed in any number of counterparts and delivered bye-mail, including in PDF format, each of which when executed and delivered shallbe deemed to be an original, and all of which when taken together shall constituteone and the same instrument. Any party may execute this Agreement by signingany counterpart of it.

Any notice, request or other communication hereunder to any of the parties shall

be in writing and be well and sufficiently given if delivered personally or sent byelectronic mail to the attention of the person as sct forth below:

In the case of the DIP Lender:Hale Capital Partners L.P.17 State StreetSuite 3230New York, NY 0004United States of America

Attention: Martin I laicEmail: martin@halefunds.com

With a copy to:

Davies Ward Phillips & Vineberg LLP155 Wellington Street WestToronto, ON M5V 337

Attention: Jny A, SwartzEmail: jswartz@dwpv.com

Page 20

In the case of the CCAA parties:

c/o RB Energy Inc.2000-885 West Georgia StreetVancouver, BC V6C 3E8

Attention: Rick ClarkEmail: rickc@namdo.com

With a copy to;

Bloke, Cassels & Graydon LI,PCanunerce Court West1:99 Bay StreetSuite 4000Toronto, ON M5L 1A9

Attention; Line Rogerslinc.reg,,crs@blakes.cein

In either case, with a copy to the Monitor:

)(PM° Inc,Buy Adelaide Centre333 Bay Street, Suite 4600Toronto, ON M51-1 2S5

Attention: Philip 5. ReynoldsIJ mail: pireynolds@kprng.ca

Any such notice shall be deemed to be given and received, when received, unlessreceived after 5:00 PM local time or on a day other than a business day, in whichcase the notice shall be deemed to be received the next business day,

English Language: The parties hereto confirm that this Agreement and all related documents havebeen drawn up in the English language nt their request. Les parties aux presentesconfirment (pre le present acre et taus les documents y relatifi. Arent rddiges enanglais d leur demands,

Governing Law This Agreement shall be governed by, and constmed in accordance with, the Jawsrind Jurisdiction: of the Province of Quebec and the federal laws of Canada applicable therein,

[Signature pages followJ

Pugc 21

AS DIP LENDER:HCP-FV.13, LLC, a bolding company ofHALE CAPITAL PARTNERS L.P.

(by

Martin Hale Jr,President

AS BORROWER:

RI:1 ENERGY INC,

by

AS GUARANTORS:

QUEBEC LITHIUM INC.

by

SIROCCO MINING INC.

by

QLI M1TAUX

rap 22

No. 500-11-047560-145

SUPERIOR COURT

District of Montreal

IN THE MATTER OF THE PLAN OF ARRANGEMENT

OF:QUEBEC LITHIUM INC., QLI METAUX INC., R13

ENERGY INC. AND SIROCCO MINING INC.Debtors

-and-HALE CAPITAL PARTNERS L.P.

Petitioner-and-KPMG INC.

Monitor

-and-DUFF & PHELPS CANADA .RESTRUCTURING INC.

Receiver

EXHII3IT R-I

=.=

ORIGINAL

Attorneys for for PetitionerPer: Me Gabriel Lavery LepaaeDir 514 841 6492

0/F 249311

DAVIES WARD PHILLIPS SzVINEBERG LIP

1501 McGill College Avenue Tel 514 841 640026th Floor Fax 514 841 6499Montreal Canada 1-13A 3N9 BP-0181

In USD

Loan $ 13,000,000

Exit Fee $ 800,000

Interest $ 109,699

Travel $ 17,231

Professional Fees $ 166,977

$ 14,093,907

No. 500-11-047560-145

SUPERIOR COUR T

District of Montreal

IN THE MATTER OF THE PLAN OF ARRANGEMENT

OF:QUEBEC LITHIUM INC., QLI METAUX INC., RBENERGY INC. AND SIROCCO MINING INC.

Debtors-and-HALE CAPITAL PARTNERS L.P.

Petitioner-and-KPMG INC.

Monitor-and-DUFF & PHELPS CANADA RESTRUCTURING INC.

Receiver

EXHIBIT R-2

ORIGINAL

Attorneys for PetitionerPer: Me Gabriel Lavery LepageDir 514 841 6492

0/F 249311

DAVI ES WARD PHILLIPS &_VINEBERG LLP

1501 McGill College Avenue26° FloorMontreal Canada H3A 3N9

Tel 514 841 6400Fax 514 841 649913P-0181

PH Energy Inc. (Consolidated)

CCAA Cash Flow Forecast for the Extended Period Ending May 30, 2015

(All amounts in CAD 5000, unless otherwise noted)

Week No.

Week ending Notes

1,2

Cash receipts

Management services 3

Cash Dlsbursments -operating

Quebec energy 4

Quebec site adrnin and maintenance 5

Corporate head office costs 6

Employee and management compensation 7

Directors fees & benefits 8

Insurance 9

Professional fees 10

Net operating cash outflow

Cash Dlsbursments • nun-operating

CCAA and sales process costs 11

Key employee retention 12

DIP fees and Interest 13

Net cash outflow

Cash beginning of period

Hale DIP advances (repayment) (In CAD equivalent) 13

Impacts of foreign exchange 14

Cash, end of period

Hale DIP balance (In USD)

Opening balance (In USD)

DIP advances fin USD)

DIP repayments (USD)

Ending balance (In USD)

13

Forecast

1

11-Apr

Forecast

2

18-Apr

Forecast

325-Apr

Forecast

4

2-May

Forecast

5

9-May

Forecast

6

16-May

Forecast

7

23-May

Forecast

8

30-May

Total

Forecast for

the Period

- . .. 3/ 37

37- - 37

- (42) (42)

(27) (28) (178) (22) (52) (116) (35) (77) (535)

(24) (33) (27) (5) (66) (7) (B) (10) (180)

(333) (411) (41) (52) (39) (123) (39) (264) (1,302). (30) (30)- - (64) - - - (64)

- - . (30) . - - (25) (55)

(384) (502) (246) (173) (199) (246) (82) (376) (2,209)

(384) (502) (246) (173) (104 (2461 (82) (376) (2,171)

(267) (459) (84) (200) (290) (7.90) (1,590)- (289) (289)

- (148) - (153) (301)

(267) (748) (84) (348) (290) (443) (2,180)

(651) (1,250) (330) (521) (162) (536) (82) (819) (4,351)

5,760 5,109 3,859 3,529 3,008 2,846 2,310 2,228 5,760

5,109 3,859 3,529 3,008 2,846 2,310 2,228 1,409 I 3,409

13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000. . .

13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000

R8 Energy inc.

CCAA Cash Flow Forecast for the Extended Period Ending May 30, 2015

(All amounts in CAD $000, unless otherwise noted)

Week No,

Week ending

Cash receipts

Management services

Cash DIsborsments - operating

Corporate head office costs

Employee and management compensatIon

Executive management fees

Employee payroll & benefits

Directors fees & benefits

Net operating cash flow

Notes

6

1

8

Cash Disbursments • non-operating

CCAA and safes process costs 11

Key employee retention 12

DIP fees and interest 13

Net cash outflow

Cash beglimIng of period

Transfer to Quebec lithium

Impacts of foreign exchange

Cash, end of period

Hale DIP balance (In USD)

Opening balance (In 1150)

DIP advances {In USD)

Ending balance (in USD)

14

13

Forecast

1

11-Apr

Forecast

Z

18-Apr

Forecast

3

25-Apr

Forecast

42-May

Forecast

59-May

Forecast

6

16-May

Forecast

7

23-May

Forecast

8

30-May

Total

Forecast for

the Period

37 - 37

(24) (33) (27) 15) (66) (7) (8) (10) (180)

(101) (19) (2) - (85) (85) (292)

- (31) . - (31) (62)- (70) (19) (2) (54) - (85) (230)

(30) - _ - - (30)

(24) (164) (46) (7) (661 192) (8) (95) (502)

(24) (164) (46) (7) (29) 192) 18) (95) (465)

(267) (459) (84) (200)(290) - (290) (1,590)

(289) - - : - - (289)

- - (148) - (153) (301)

(267) (748) (P) (348) - (290) (443) (2,180)

(791) (912) (130) (355) (29) (382) 181 (538) (2,645)

5,591 4,450 3,538 3,400 2,553 7,574 2,142 2,134 5,591

(850) . (500) - (215) (1,565). -

4,450 3,538 3,408 2,553 2,524 2,142 2,134 1,381 1,381

13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000

13,00L) 13,000 13,000 13,000 13,000 13,000 13,000 13,000 13,000

Quebec Lithium Inc.

CCAA Cash Flow Forecast for the Extended Period Ending May 30, 2015

(All amounts In CAD $000)

Week No.

Week ending Notes

Cash Disbursments - operating

Quebec energy 4

Quebec site admin and maintenance

Employee compensation 7

insurance 9

Professional fees-general 10

Net operating cash flow

Cash Disbursments non-operating

n/a

Net cash outflow

Cash beginning of period

Transfer from RD Energy Inc.

Impacts of foreign exchange

Cash, end of period

14

Forecast

111-Apr

Forecast

2

18-Apr

Forecast

3

25-Apr

Forecast

4

2-May

Forecast

5

9-May

Forecast

6

16-May

Forecast

7

23-May

Forecast

8

30-May

Total

Forecast for

the Period

-

(27)

(333)

-

-

(28)

(310),.

-

(178)

(22)

(22)

(50)

(64)

(30)

(42)

(52)

(39)

-

(116)

(38)

-

(35)

139)

-

(77)

(179)

(25)

(42)

(535)

(1,010)

(64)

(55)

(360) (338) (200) (166) (133) (154) (74) (281) (1,706)

(360) (338) (200) (166) (133) (154) (74) (281) (1,706)

. . . _

- . -

(300) (338) (200) (166) (133) (154) (74) (281) (1,706)

169

850

-

659

-.

321.

121

500

455 322 108 94

215

169

1,565

659 321 121 455 322 168 94 28 28

NOTES AND SUMMARY OF ASSUMPTIONS

Note 1 The purpose of this cash flow forecast Is to set out the liquidity requirements of thePetitioners during the requested extension to the CCAA proceedings.

Note 2 Sirocco Mining Inc, and Q11 Metals Inc, have been omitted from this cash flow forecast as itis forecasted that their opening cash and cash flows will be approximately $nil during theperiod.

Note 3 Management services are charged to a company for shared management services and officeand premises costs for the Company's head office.

Note 4 Energy costs represent plant/mine electricity stand-by charges and forecasted usage, aridpropane costs to maintain the plant estimated based on estimated prices.

Note 5 Forecasted site admit) and maintenance costs include day-to-day maintenance,consumables, security, equipment rentals, and environmental costs.

Note 6 Head office costs include charges for administrative and accounting services provided byaffiliates, and general office costs and premises costs for the Company's head office.

Note 7 Employee payroll and benefits Includes payments to all employees of QLI and RBE for allcurrently outstanding wages, vacation pay, and banked hours (Including approximately$217,000 in vacation pay, banked hours, and related fringe benefits for the anticipatedtermination of the remaining employees of 0,11 and RBE over the extension period and$501,000 paid to 0.1_1 employees with respect to the same amounts). No severance costshave been included in the forecast.

Head office payroll costs and executive management fees for RB Energy Inc. are alsoincluded.

*Actual timing of vacation pay may occur sooner than scheduled to the extent employees resign orare terminated during the forecasted period..

Note 8 Director's fees reflect compensation earned by non-executive directors of the Companywho served from January 1, 2015 to their resignation on April 1, 2015.

Note 9 Insurance assumes a one month renewal of QLI's property insurance coverage,

Note 10 Professional fees relate to tax advisory incurred on QLI to pursue the collection of a prioryear tax refund.

Note 11 Restructuring costs consist of sales process costs and professional fees for key advisors tothe Company incurred during the CCAA proceedings and the Monitor and its counsel.

Forecasted sales process costs have been estimated to be US$ 125,000 in work feespayable, plus an amount for the Sales Advisor's out-of-pocket expenses, for the month ofApril 2015, and have been converted Into CAD assuming a CAD:USD exchange rate of 1.26:1.

Note 12 Cost of an incentive program with the purpose of retaining key personnel of the Petitionersduring the CCAA proceedings.

Amounts also include an estimate of the statutory benefits and taxes payable on paymentsmade under this incentive program.

Note 13 The funding of operational and restructuring costs has occurred, and will continue to occur,through the use of the funds previously drawn under the existing DIP facility as provided by

Hale. The full amount of the DIP facility (USD 13 million) was drawn by the Petitioners byJanuary 5, 2015.

The cash flow forecast assumes that the DIP borrowings will continue to accrue interest atthe current Interest rate of 11%, with interest payable monthly in arrears.

Forecasted Hale DIP interest has been calculated assuming a CAD:USD exchange rate of1.26:1.

Note 14 Relative fluctuations of the USD and CAD have been noted to Impact the funds held by thePetitioners In USD. A significant portion of these impacts are unrealized, and may reverse,

The cash flow forecast does not attempt to forecast the potential impacts of future foreignexchange fluctuations.

No. 500-11-047560-145

SUPERIOR COURT

District of Montreal

IN THE MATTER OF THE PLAN OF ARRANGEMENTOF:QUEBEC LITHIUM INC., QLI METAUX INC., RBENERGY INC. AND SIROCCO MINING INC.

Debtors-and-HALE CAPITAL PARTNERS L.P.

Petitioner-and-KPMG INC.

Monitor-and-DUFF & PHELPS CANADA RESTRUCTURING INC.

Receiver

EXHIBIT R-3

ORIGINAL

Attorneys for PetitionerPer: Me Gabriel Lavery LepageDir 514 841 6492

0/F 249311

DAVIES WARD PHILLIPS & VINEBERG LLP

1501 McGill College Avenue26'' FloorMontreal Canada I-13A 3N9

Tel 514 841 6400Fax 514 841 6499BP-0181

CANADA

PROVINCE OF QUEBEC

DIS'T'RICT OF MONTREAL

N" : 500-11-047560-145

SUPERIOR COURT

(Commercial Division)

IN THE MATTER OF 'ME PLAN OFARRANGEMENT OR COMPROMISE OF :

QUEBEC LITHIUM INC., QLI MI;2TAUXINC., RB ENERGY INC. AND SIROCCOMINING INC.

and

IONIC INC.

Petitioners

Monitor

NOTICE OF INTENTION TO ENFORCE A CHARGE(Paragraphs 36, 48,49 and 50 of the Sanction and Exit Lender Charge Order)

T() : The Petitioners, the Monitor and the creditors listed in Schedule A

Take notice that:

Ilale Capital Partners L.P. (the "Interim Lender"), a secured creditor, intends to enforceits charge on all of the property of the Petitioners (the "Interim Lender Charge")created pursuant to the Amended and Restated Initial Order issued in the above-mentioned matter on October 15, 2014 (the "October 15 Order"), as modified by theSecond Amended and Restated initial Order issued in the above-mentioned matter onOctober 29, 2014 (the "October 29 Order") (the October 15 Order and the October 29Order are attached hereto as Schedule 13).

The present notice constitutes the Live (5) business day written notice required pursuantto paragraph 24 of the October 29 Order.

3. As at April 17, 2015, the total amount of indebtedness owed to the Interim Lendersecured by the Interim Lender Charge was U.S.$13,980,285.

MOO: 2209118.1

Dated ui Montr&d, Quebec,this 20'Il day of April, 2015

IIALE CAPITAL PARTNERS L.P.

Per .9a \freS )iderak 1t:t111."15 f][, et3, ILPDAVILS WARD & VINEBERG LLPAttomeys rorlIale Capital Partners L.P.

N111:$ 221)91 113.1

- 3 -

SCI1E1)ULE A

2985080 Canada Inc,

• Ally Credit Canada Limited

• Carterpillar Financial Services Limited

• Construction Promec Inc.

• Corporation CrediLinx

• Financialinx Corporation

• Ciestion Loca Bail Inc.

Hewitt Equipements Limitec

• lnvestissement Quebec

• Komatsu International (Canada) Inc,

• S. I-luot Inc.

• Texel Geosol Inc.

• The 13an1: of Nova Scotia

• Wajax Industrial Components LP

■ WSP Canada Inc.

• J.Y. Moreau Electrique Inc.

• /950-0519 Quebec Inc.

• Construction P.B.IVI. Inc.

• Lcs Industries 13Iais Inc.

MOO 2:209118 1

- 4 -

• Location Dumco Inc.

• 9208-1777 Quaec Inc.

• 3391612 Canada Inc.

• Construction Norascon

• Dynarnitage Castonguay Lt6e

• 9190-5778 Quebec Inc.

• Bronco Inc.

• Les Structures GB Ltcc

Ma 221011K. I

SCHEDULE B

See attached

CANADA

PROVINCE OF QUEBECDISTRICT OF MONTREAL

File: No: 500-11-047560-145

SUPERIOR COURTCommercial Division

Montreal, October 15, 2014

Present: The Honourable Mr. Justice MartinCastonguay , J.S.C.

IN THE MATTER OF THE COMPANIES'CREDITORS ARRANGEMENT ACT, R.S.C.1985, c. C-36, AS AMENDED:

QUEBEC LITHIUM INC., QLI METAUX INC.,Ri3 ENERGY INC., AND SIROCCO MININGINC.

Petitioners

And

KPMG INC.

Monitor

AMENDED AND RESTATED INITIAL ORDER

ON READING Petitioners' petition for an initial order pursuant to the Companies' Creditors

Arrangement Act, R.S.C. 1985, C-36 (as amended the "CCAA") and the exhibits, the affidavit of

Alessandro Bitelli sworn October 14, 2014 filed in support thereof (the "Petition"), the consent

of KPMG Inc. to act as monitor (the "Monitor"), relying upon the submissions of counsel for the

Petitioners, the proposed Monitor, the Interim Lender (as defined below), The Bank of Nova

Scotia as Administrative Agent and Lead Arranger (the "Agent") and Investissement Quebec

("IQ"), and on being advised that the Agent and IQ were given sufficient prior notice of the

presentation of the Petition;

- 2 -

GIVEN the provisions of the CCAA;

WHEREFORE, THE COURT:

1. GRANTS the Petition.

2. ISSUES an order pursuant to the CCAA (the "Order"), divided under the following

headings:

• Service

• Application of the CCAA

• Effective Time

• Plan of Arrangement

• Procedural Consolidation

• Stay of Proceedings against the Petitioners and the Property

• Stay of Proceedings against the Directors and Officers

• Possession of Property and Operations

• No Exercise of Rights or Remedies;

• No Interference with Rights

• Continuation of Services

• Non-Derogation of Rights

• Interim Financing (DIP)

• Directors' and Officers' Indemnification and Charge

• Key Employee Retention Program

• Restructuring

• Powers of the Monitor

• Priorities and General Provisions Relating to CCAA Charges

• General

_3

Service

3. DECLARES that sufficient prior notice of the presentation of this Petition has been

given by the Petitioners to interested parties, including the secured creditors who are

likely to be affected by the charges created herein.

Application of the CCAA

4. DECLARES that the Petitioners are debtor companies to which the CCAA applies.

Effective time

5. DECLARES that this Order and all of its provisions are effective as of 12:01 a.m.

Montreal time, province of Quebec, on the date of this Order (the "Effective Time").

Plan of Arrangement

6. DECLARES that the Petitioners shall have the authority to file with this Court and to

submit to their creditors one or more plans of compromise or arrangement (collectively,

the "Plan") in accordance with the CCAA.

Procedural Consolidation

7. ORDERS that the consolidation of these CCAA proceedings in respect of the Petitioners

shall be for administrative purposes only and shall not effect a consolidation of the assets

and property of each of the Petitioners including, without limitation, for the purposes of

any Plan or Plans that may be hereafter proposed.

Stay of Proceedings against the Petitioners and the Property

8. ORDERS that, until and including November 13, 2014, or such later date as the Court

may order (the "Stay Period"), no proceeding or enforcement process in any court or

tribunal (each, a "Proceeding") shall be commenced or continued against or in respect of

the Petitioners, or affecting the Petitioners' business operations and activities (the

- 4 -

"Business") or the Property (as defined herein below), including as provided in

paragraph 11 hereinbelow except with leave of this Court. Any and all Proceedings

currently under way against or in respect of the Petitioners or affecting the Business or

the Property are hereby stayed and suspended pending further order of this Court, the

whole subject to subsection 11.1 CCAA.

8.1 ORDERS that the rights of Her Majesty in right of Canada and Her Majesty in right of a

Province are suspended ip accordance with the terms and conditions of

subsection 11.09 CCAA.

Stay of Proceedings against the Directors and Officers

9. ORDERS that during the Stay Period and except as permitted under subsection 11.03(2)

of the CCAA, no Proceeding may be commenced, or continued against any former,

present or future director or officer of the Petitioners nor against any person deemed to be

a director or an officer of any of the Petitioners under subsection 11.03(3) CCAA (each, a

"Director", and collectively the "Directors") in respect of any claim against such

Director which arose prior to the Effective Time and which relates to any obligation of

the Petitioners where it is alleged that any of the Directors is under any law liable in such

capacity for the payment of such obligation.

Possession of Property and Operations

10. ORDERS that the Petitioners shall remain in possession and control of their present and

future assets, rights, undertakings and properties of every nature and kind whatsoever,

and wherever situated, including all proceeds thereof (collectively the "Property"), the

whole in accordance with the terms and conditions of this order including, but not

limited, to paragraph 33 hereof.

No Exercise of Rights or Remedies

11. ORDERS that during the Stay Period, and subject to, inter alia, subsection 11.1 CCAA,

all rights and remedies of any individual, natural person, firm, corporation, partnership,

- 5 -

limited liability company, trust, joint venture, association, organization, governmental

body or agency, or any other entity (all of the foregoing, collectively being "Persons"

and each being a "Person") against or in respect of the Petitioners, or affecting the

Business, the Property or any part thereof, are hereby stayed and suspended except with

leave of this Court.

12. DECLARES that, to the extent any rights, obligations, or prescription, time or limitation

periods including, without limitation, to file grievances relating to the Petitioners or any

of the Property or the Business may expire (other than pursuant to the terms of any

contracts, agreements or arrangements of any nature whatsoever), the term of such rights,

obligations, or prescription, time or limitation periods shall hereby be deemed to be

extended by a period equal to the Stay Period. Without limitation to the foregoing, in the

event that the Petitioners, or any of them, become(s) bankrupt or a receiver as defined in

subsection 243(2) of the Bankruptcy and Insolvency Act (Canada) (the "BIA") is

appointed in respect of the Petitioners, the period between the date of the Order and the

day on which the Stay Period ends shall not be calculated in respect of the Petitioners in

determining the 30 day periods referred to in Sections 81.1 and 81.2 of the B1A.

No Interference with Rights

13. ORDERS that during the Stay Period, no Person shall discontinue, fail to honour, alter,

interfere with, repudiate, resiliate, terminate or cease to perform any right, renewal right,

contract, agreement, licence or permit in favour of or held by the Petitioners, except with

the written consent of the Petitioners and the Monitor, or with leave of this Court.

Continuation of Services

14. ORDERS that during the Stay Period and subject to paragraph 15 hereof and subsection

11.01 CCAA, all Persons having verbal or written agreements with the Petitioners or

statutory or regulatory mandates for the supply of goods or services, including without

limitation all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation, utility or other goods or

services made available to the Petitioners, are hereby restrained until further order of this

- 6 -

Court from discontinuing, altering, interfering with or terminating the supply of such

goods or services as may be required by the Petitioners, and that the Petitioners shall be

entitled to the continued use of their current premises, telephone numbers, facsimile

numbers, internet addresses, domain names or other services, provided in each case that

the normal prices or charges for all such goods or services received after the date of the

Order are paid by the Petitioners, without having to provide any security deposit or any

other security, in accordance with normal payment practices of the Petitioners or such

other practices as may be agreed upon by the supplier or service provider and the

Petitioners, with the consent of the Monitor, or as may be ordered by this Court.

15. ORDERS that, notwithstanding anything else contained herein and subject to subsection

11.01 CCAA, no Person shall be prohibited from requiring immediate payment for

goods, services, use of leased or licensed property or other valuable consideration

provided to the Petitioners on or after .the date of this Order, nor shall any Person be

under any obligation on or after the date of the Order to make further advance of money

or otherwise extend any credit to the Petitioners.

16. ORDERS that, without limiting the generality of the foregoing and subject to Section 21

of the CCAA, if applicable, cash or cash equivalents placed on deposit by any Petitioner

with any Person during the Stay Period, whether in an operating account or otherwise for

itself or for another entity, shall not be applied by such Person in reduction or repayment

of amounts owing to such Person as of the date of the Order or due on or before the

expiry of the Stay Period or in satisfaction of any interest or charges accruing in respect

thereof; however, this provision shall not prevent any financial institution from:

(0 reimbursing itself for the amount of any cheques drawn by a Petitioner and properly

honoured by such institution, or (ii) holding the amount of any cheques or other

instruments deposited into a Petitioner's account until those cheques or other instruments

have been honoured by the financial institution on which they have been drawn.

- 7 -

Non-Derogation of Rights

17. ORDERS that, notwithstanding the foregoing, any Person who provided any kind of

letter of credit, guarantee or bond (the "Issuing Party") at the request of the Petitioners

shall be required to continue honouring any and all such letters, guarantees and bonds,

issued on or before the date of the Order, provided that all conditions under such letters,

guarantees and bonds are met save and except for defaults resulting from this Order;

however, the Issuing Party shall be entitled, where applicable, to retain the bills of lading

or shipping or other documents relating thereto until paid.

Interim Financing (DIP)

1 8. ORDERS that, nothwithstanding the amount of the Interim Lender Charge (as defined

hereinafter), the Petitioners be and are hereby authorized to borrow, repay and reborrow

from Hale Capital Partners (the "Interim Lender") such amounts from time to time as

Petitioners may consider necessary or desirable, up to a maximum principal amount of

U.S.$13,000,000 outstanding at any time, on the terms and conditions as set forth in the

Interim Financing Term Sheet attached hereto as Schedule "A" (the "Interim Financing

Term Sheet") and in the Interim Financing Documents (as defined hereinafter), to fund

the ongoing expenditures of the Petitioners and to pay such other amounts as are

permitted by the terms of this Order and the Interim Financing Documents (as defined

hereinafter) (the "Interim Facility"). The Court declares that the Interim Financing Term

Sheet is binding upon the Petitioners and is opposable to any third party.

19. ORDERS that Petitioners are hereby authorized to execute and deliver such credit

agreements, security documents and other definitive documents (collectively the

"Interim Financing Documents") as may be required by the Interim Lender in

connection with the Interim Facility and the Interim Financing Term Sheet, and

Petitioners are hereby authorized to perform all of their obligations under the Interim

Financing Documents.

-8-

20. ORDERS that Petitioners shall pay to the Interim Lender, when due, all amounts owing

(including principal, interest, fees and expenses, including without limitation, all

reasonable fees and disbursements of counsel and all other reasonably required advisers

to or agents of the Interim Lender on a full indemnity basis (the "Interim Lender

Expenses")) under the Interim Financing Documents and shall perform all of their other

obligations to the Interim Lender pursuant to the Interim Financing Term Sheet, the

Interim Financing Documents and the Order.

21. DECLARES that all of the Property of Petitioners is hereby subject to a charge and

security for an aggregate amount of $22,000,000 (the "Interim Lender Charge") in

favour of the Interim Lender as security for all obligations of Petitioners to the Interim

Lender with respect to all amounts owing (including principal, interest, fees and the

Interim Lender Expenses) under or in connection with the Interim Financing Term Sheet

and the Interim Financing Documents. The Interim Lender Charge shall have the priority

established by paragraphs 46-47 of this Order.

22. ORDERS that the claims of the Interim Lender pursuant to the Interim Financing

Documents shall not be compromised or arranged pursuant to the Plan or these

proceedings and the Interim Lender, in that capacity, shall be treated as an unaffected

creditor in these proceedings and any Plan.

23. ORDERS that the Interim Lender may:

(a) notwithstanding any other provision of this Order, take such steps from time to time

as it may deem necessary or appropriate to register, record or perfect the Interim

Lender Charge and the Interim Financing Documents in all jurisdictions where it

deems it is appropriate; and

(b) notwithstanding the terms of the paragraph to follow, refuse to make any advance to

Petitioners if the Petitioners fail to meet the provisions of the Interim Financing

Term Sheet and the Interim Financing Documents.

-9-

24. ORDERS that the Interim Lender shall not take any enforcement steps under the Interim

Financing Documents or the Interim Lender Charge without providing at least 5 business

days written notice (the "Notice Period") of a default thereunder to the Petitioners, the

Monitor and to creditors whose rights are registered or published at the appropriate

registers or requesting a copy of such notice. Upon expiry of such Notice Period, the

Interim Lender shall be entitled to take any and all steps under the Interim Financing

Documents and the Interim Lender Charge and otherwise permitted at law, but without

having to send any demands under Section 244 of the BIA.

25. ORDERS that, subject to further order' of this Court, no order shall be made varying,

rescinding, or otherwise affecting paragraphs 18-24 hereof unless either (a) notice of a

motion for such order is served on the Interim Lender by the moving party within seven

(7) days after that party was served with this Order or (b) the Interim Lender applies for

or consents to such order.

26. ORDERS that no amendments to the Interim Financing Term Sheet and the Interim

Lender Charge, including, without limitation, no increase of the amount of the Interim

Facility and the Interim Lender Charge, shall be authorized without approval of this

Court on not less than five (5) business days notice to the Agent, the Interim Lender and

the Monitor.

Directors' and Officers' Indemnification and Charge

27. ORDERS that the Petitioners shall indemnify their Directors from all claims relating to

any obligations or liabilities they may incur and which have accrued by reason of or in

relation to their respective capacities as directors or officers of the Petitioners after the

Effective Time, except where such obligations or liabilities were incurred as a result of

such directors' or officers' gross negligence, wilful misconduct or gross or intentional

fault as further detailed in Section 11.51 CCAA.

- 10

28. ORDERS that the Directors of the Petitioners shall be entitled to the benefit of and are

hereby granted a charge and security in the Property to the extent of the aggregate

amount of $1,500,000 (the "Directors' Charge"), as security for the indemnity provided

in paragraph 27 of this Order as it relates to obligations and liabilities that the Directors

may incur in such capacity after the Effective Time. The Directors' Charge shall have

the priority set out in paragraphs 46-47 of this Order.

29. ORDERS that, notwithstanding any language in any applicable insurance policy to the

contrary, (a) no insurer shall be entitled to be subrogated to or claim the benefit of the

Directors' Charge, and (b) the Directors shall only be entitled to the benefit of the

Directors' Charge to the extent that they do not have coverage under any directors' and

officers' insurance policy, or to the extent that such coverage is insufficient to pay

amounts for which the Directors are entitled to be indemnified in accordance with

paragraph 27 of this Order.

Key Employee Retention Program

30. ORDERS that the Key Employee Retention Program (the "KERP") as attached as

Confidential Exhibits R-47 and R-47A to the Petition, between the Petitioners and certain

key employees listed therein (collectively, the "Key Employees") be and is hereby

approved and given full force and effect in accordance with their terms and the

Petitioners are hereby directed to make the payment provided for thereunder when due

subject to the availability of the Interim Facility, as applicable.

31. ORDERS that the Key Employees shall be entitled to the benefit of and are hereby

granted a charge (the "KERP Charge") on the Property, which charge shall not exceed

an aggregate amount of $760,000, as security for the obligations of the Petitioners to the

Key Employees under the KERP. The KERP Charge shall have the priority set out in

paragraphs 46-47 of this Order.

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32. ORDERS that the KERP, which is attached as Confidential Exhibits R-47 and R-47A to

the Petition, shall be sealed, kept confidential and not form part of the public record, but

rather shall be placed, separate and apart from all other contents of the Court file, in a

sealed envelope attached to a notice that sets out the title of these proceedings and a

statement that the contents are subject to a sealing order and shall only be opened upon

further Order of the Court.

RESTRUCTURING

33. DECLARES that, to facilitate the orderly restructuring of their business and financial

affairs (the "Restructuring") but subject to such requirements as are imposed by the

CCAA, the Petitioners shall have the right, subject to approval of the Monitor or further

order of the Court, to:

(a) permanently or temporarily cease, downsize or shut down any of their

operations or locations as they deem appropriate and make provision for the

consequences thereof in the Plan;

(b) pursue all avenues to finance or refinance, market, convey, transfer, assign or in

any other manner dispose of the Business or Property, in whole or part, subject

to further order of the Court and sections 11.3 and 36 CCAA, and under reserve

of subparagraph (c);

(c) convey, transfer, assign, lease, or in any other manner dispose of the Property,

outside of the ordinary course of business, in whole or in part, provided that the

Interim Lender has provided its prior written consent, and subject to the terms of

the Interim Facility, and that the price and value in each case does not exceed

$50,000 or $200,000 in the aggregate and subject to the rights of lessors under

equipment leases;

(d) terminate the employment of such of their employees or temporarily or

permanently lay off such of their employees as they deem appropriate and, to

the extent any amounts in lieu of notice, termination or severance pay or other

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amounts in respect thereof are not paid in the ordinary course, make provision,

on such terms as may be agreed upon between the Petitioner(s) and such

employee, or failing such agreement, make provision to deal with, any

consequences thereof in the Plan, as the Petitioners may determine;

(e) subject to the provisions of section 32 CCAA, disclaim or resiliate, any of their

agreements, contracts or arrangements of any nature whatsoever, with such

disclaimers or resiliation to be on such terms as may be agreed between the

Petitioners and the relevant party, or failing such agreement, to make provision

for the consequences thereof in the Plan; and

(0 subject to section 11.3 CCAA, assign any rights and obligations of Petitioners.

34. DECLARES that, if a notice of disclaimer or resiliation is given to a landlord of any of a

Petitioner pursuant to section 33 of the CCAA and subsection 33(e) of this Order, then

(a) during the notice period prior to the effective time of the disclaimer or resiliation, the

landlord may show the affected leased premises to prospective tenants during normal

business hours by giving such Petitioner and the Monitor 24 hours prior written notice

and (b) at the effective time of the disclaimer or resiliation, the landlord shall be entitled

to take possession of any such leased premises and re-lease any such leased premises to

third parties on such terms as any such landlord may determine without waiver of, or

prejudice to, any claims or rights of the landlord against the Petitioners, provided nothing

herein shall relieve such landlord of their obligation to mitigate any damages claimed in

connection therewith.

35. ORDERS that the Petitioners shall provide to any relevant landlord notice of the

Petitioners' intention to remove any finings, fixtures, installations or leasehold

improvements at least seven (7) days in advance. If a Petitioner has already vacated the

leased premises, it shall not be considered to be in occupation of such location pending

the resolution of any dispute between such Petitioner and the landlord.

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36. DECLARES that, in order to facilitate the Restructuring, the Petitioners may, subject to

the approval of the Monitor, or further order of the Court, settle claims of customers and

suppliers that are in dispute.

37. DECLARES that, pursuant to sub-paragraph 7(3)(c) of the Personal Information

Protection and Electronic Documents Act, S.C. 2000, c.5, the Petitioners are permitted, in

the course of these proceedings, to disclose personal information of identifiable

individuals in their possession or control to stakeholders or prospective investors,

financiers, buyers or strategic partners and to their advisers (individually, a "Third

Party"), but only to the extent desirable or required to negotiate and complete the

Restructuring or the preparation and implementation of the Plan or a transaction for that

purpose, provided that the Persons to whom such personal information is disclosed enter

into confidentiality agreements with the Petitioners binding them to maintain and protect

the privacy of such information and to limit the use of such information to the extent

necessary to complete the transaction or. Restructuring then under negotiation. Upon the

completion of the use of personal information for the limited purpose set out herein, the

personal information shall be returned to the Petitioners or destroyed. In the event that a

Third Party acquires personal information as part of the Restructuring or the preparation

or implementation of the Plan or a transaction in furtherance thereof, such Third Party

may continue to use the personal information in a manner which is in all respects

identical to the prior use thereof by the Petitioners.

38. ORDERS that:

(a) The Petitioners shall conduct a sale and investor solicitation process ("SISP")

on terms to be approved by the Court. The SISP shall provide that the Agent,

Interim Lender and their advisors shall be entitled to receive copies of all bidder

information and all written offers submitted to the Petitioners and the Monitor in

connection with the SISP in a timely manner and on a confidential basis;

(b) The Petitioners shall consult with the Agent, the Interim Lender and the Monitor

in the development of the SISP, including the role and responsibilities of any

- 14 -

professionals that may be engaged in connection therewith;

(c) The SISP shall contemplate that the targeted closing of any successful

transaction is to be completed by no later than April 15, 2015; and

(d) The Monitor shall organize weekly update calls with senior management of the

Petitioners, the Agent, Interim Lender and their advisors to discuss material

matters relating to these proceedings.

POWERS OF THE MONITOR

39. ORDERS that KPMG Inc. is hereby appointed to monitor the business and financial

affairs of the Petitioners as an officer of this Court (the "Monitor") and that the Monitor,

in addition to the prescribed powers and obligations, referred to in Section 23 of the

CCAA:

(a) shall, without delay, (i) publish once a week for two (2) consecutive weeks or as

otherwise directed by the Court, in La Presse and the Globe & Mail National

Edition and (ii) within five (5) business days after the date of this Order (A) post

on the Monitor's website (the "Website") a notice containing the information

prescribed under the CCAA, (13) make this Order publicly available in the

manner prescribed under the CCAA, (C) send, in the prescribed manner, a

notice to all known creditors having a claim against a Petitioner of' more than

$1,000, advising them that the Order is publicly available, and (D) prepare a list

showing the names and addresses of such creditors and the estimated amounts

of their respective claims, and make it publicly available in the prescribed

manner, all in accordance with Section 23(1)(a) of the CCAA and the

regulations made thereunder;

(b) shall monitor the Petitioners' receipts and disbursements;

(c) shall assist the Petitioners, to the extent required by the Petitioners, in dealing

with their creditors and other interested Persons during the Stay Period;

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(d) shall assist the Petitioners, to the extent required by the Petitioners, with the

preparation of their cash flow projections and any other projections or reports

and the development, negotiation and implementation of the Plan;

(e) shall advise and assist the Petitioners, to the extent required by the Petitioners,

to review the Petitioners' business and assess opportunities for cost reduction,

revenue enhancement and operating efficiencies;

(f) shall assist the Petitioners, to the extent required by the Petitioners, with the

Restructuring and in their negotiations with their creditors and other interested

Persons and with the holding and administering of any meetings held to

consider the Plan;

(g) shall report to the Court on the state of the business and financial affairs of the

Petitioners or developments in these proceedings or any related proceedings

within the time limits set forth in the CCAA and at such time as considered

appropriate by the Monitor or as the Court may order and may file consolidated

Reports for the Petitioners;

(h) shall report to this Court and interested parties, including but not limited to

creditors affected by the Plan and the Interim Lender, with respect to the

Monitor's assessment of, and recommendations with respect to, the Plan;

may retain and employ such agents, advisers and other assistants as are

reasonably necessary for the purpose of carrying out the terms of this Order,

including, without limitation, one or more entities related to or affiliated with

the Monitor;

(j) may engage legal counsel to the extent the Monitor considers necessary in

connection with the exercise of their powers or the discharge of their obligations

in these proceedings and any related proceeding, under the Order or under the

CCAA;

- 16 -

(k) may act as a "foreign representative" of any of the Petitioners or in any other

similar capacity in any insolvency, bankruptcy or reorganisation proceedings

outside of Canada;

(1) may give any consent or approval as may be contemplated by the Order or the

CCAA; and

(m) may perform such other duties as are required by the Order or the CCAA or by

this Court from time to time.

Unless expressly authorized to do so by this Court, the Monitor shall not otherwise

interfere with the business and financial affairs carried on by the Petitioners, and the

Monitor is not empowered to take possession of the Property nor to manage any of the

business and financial affairs of the Petitioners.

40. ORDERS that the Petitioners and their Directors, officers, employees and agents,

accountants, auditors and all other Persons having notice of the Order shall forthwith

provide the Monitor with unrestricted access to all of the Business and Property,

including, without limitation, the premises, books, records, data, including data in

electronic form, and all other documents of the Petitioners, in connection with the

Monitor's duties and responsibilities hereunder.

41. DECLARES that the Monitor may provide creditors and other relevant stakeholders of

the Petitioners with information in response to requests made by them in writing

addressed to the Monitor and copied to the Petitioners' counsel. In the case of

information that the Monitor has been advised by the Petitioners is confidential,

proprietary or competitive, the Monitor shall not provide such information to any Person,

other than the Interim Lender, without the consent of the Petitioners unless otherwise

directed by this Court.

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42. DECLARES that if the Monitor, in its capacity as Monitor, carries on the business of the

Petitioners or continues the employment of the Petitioners' employees, the Monitor shall

benefit from the provisions of section 11.8 of the CCAA.

43. DECLARES that no action or other proceedings shall be commenced against the

Monitor relating to its appointment, its conduct as Monitor or the carrying out of the

provisions of any order of this Court, except with prior leave of this Court, on at least

seven days notice to the Monitor and its counsel. The entities related to or affiliated with

the Monitor referred to in subparagraph 39(1) hereof shall also be entitled to the

protection, benefits and privileges afforded to the Monitor pursuant to this paragraph.

44. ORDERS that Petitioners shall pay the reasonable fees and disbursements of the

Monitor, the Monitor's legal counsel, the Petitioners' legal counsel, and other advisers,

directly related to these proceedings, the Plan and the Restructuring, whether incurred

before or after this Order. In addition, the Petitioners shall pay a retainer in the amount of

$100,000 and any such further amounts as may be ordered by the Court to independent

counsel to the Directors. The Petioners shall pay the reasonable fees and disbursements of

the Agent's legal counsel and advisors up to a maximum total amount of $250,000,

payable in the amount of no more than $50,000 per month (including an initial retainer of

$50,000) and the Agent shall be entitlted to apply any excess amounts to its indebtedness

pursuant to its credit documentation. Nothing in this paragraph is meant to limit or

derogate from the ability of the Agent to recover any unpaid professional fees in excess

of the amounts provided for above under its loan and security documents.

45. DECLARES that the Monitor, the Monitor's legal counsel, the Petitioners' legal counsel,

and the Petitioners' respective advisers, as security for the professional fees and

disbursements incurred both before and after the making of this Order and directly related

to these proceedings, the Plan and the Restructuring, and the Agent's counsel and

advisors to the extent of paragraph 44 above, be entitled to the benefit of and are hereby

granted a charge and security in the Property to the extent of the aggregate amount of

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$1,000,000 (the "Administration Charge"), having the priority established by

paragraphs 46-47 of this Order.

Priorities and General Provisions Relating to CCAA Charges

46. DECLARES that the priorities of the Administration Charge, the Interim Lender Charge,

the Directors' Charge and the KERP Charge (collectively, the "CCAA Charges"), as

between them with respect to any Property to which they apply, shall be as follows:

(a) first, the Administration Charge;

(b) second, the interim Lender Charge;

(d) third, the Directors' Charge; and

(e) fourth, the KERP Charge.

47. DECLARES that each of the CCAA Charges shall rank in priority to any and all other

hypothecs, mortgages, liens, security interests, priorities, charges, encumbrances or

security of whatever nature or kind (collectively, the "Encumbrances") affecting the

Property charged by such Encumbrances, except for: (a) the BNS Cash Collateral Charge

(as defined below), (b) equipment leases subject to any further order of this Court, (c) any

monies held at BNS (as defined below) in the bank account bearing No. 476961556916 at

BNS' branch located at 20 Queen Street West, 4th Floor, Toronto, Ontario, M5H 3R3,

and (d) the construction liens (the "Liens") set out at Schedule "B" hereto. The

Petitioners and the beneficiaries of the CCAA Charges shall be entitled to seek priority

ahead of the Liens on notice to those parties likely to be affected by such priority.

48. ORDERS that, except as otherwise expressly provided for herein, the Petitioners shall

not grant any Encumbrances in or against any Property that rank in priority to, or pari

passe with, any of the CCAA Charges unless the Petitioners obtain the prior written

consent of the Monitor, the Interim Lender and the prior approval of the Court.

-19-

49. DECLARES that each of the CCAA Charges shall attach, as of the Effective Time, to all

present and future Property of the Petitioners, notwithstanding any requirement for the

consent of any party to any such charge or to comply with any condition precedent.

50. DECLARES that the CCAA Charges and the rights and remedies of the beneficiaries of

the CCAA Charges, as applicable, shall be valid and enforceable and not otherwise be

limited or impaired in any way by (i) these proceedings and the declarations of

insolvency made herein; (ii) any application(s) for bankruptcy order(s) issued pursuant to

BIA, or any bankruptcy order made pursuant to such applications or any assignments in

bankruptcy made or deemed to be made in respect of any Petitioner; or (iii) any negative

covenants, prohibitions or other similar provisions with respect to borrowings, incurring

debt or the creation of Encumbrances, contained in any agreement, lease, sub-lease or

other arrangement which binds the Petitioners (a "Third Party Agreement"), and

notwithstanding any provision to the contrary in any Third Party Agreement:

a. the creation of any of the CCAA Charges shall not create nor be deemed to

constitute a breach by the Petitioners of any Third Party Agreement to which any

Petitioner is a party; and

b. the beneficiaries of the CCAA Charges shall not have any liability to any Person

whatsoever as a result of any breach of any Third Party Agreement caused by or

resulting from the creation of the CCAA Charges.

51. DECLARES that notwithstanding: (i) these proceedings and the declarations of

insolvency made herein; (ii) any application(s) for bankruptcy order(s) issued pursuant to

BIA, or any bankruptcy order made pursuant to such applications or any assignments in

bankruptcy made or deemed to be made in respect of any Petitioner, and (iii) the

provisions of any federal or provincial statute, the payments or disposition of Property

made by the Petitioner pursuant to this Order and the granting of the CCAA Charges, do

not and will not constitute settlements, fraudulent preferences, fraudulent conveyances or

other challengable or reviewable transactions or conduct meriting an oppression remedy

under any applicable law.

- 20 -

52. DECLARES that the CCAA Charges shall be valid and enforceable as against all

Property of the Petitioners and against all Persons, including, without limitation, any

trustee in bankruptcy, receiver, receiver and manager or interim receiver of the

Petitioners.

53. ORDERS that the CCAA Charges over leases of immovable and real property in Canada

shall only be charges in the Petitioners' interests in such immovable and real property

leases.

54. ORDERS that, in respect of certain pre-filing letters of credit issued by The Bank of

Nova Scotia ("BNS") and pre-filing credit card and other cash management services

provided to the Petitioners and certain Persons related to the Petitioners, secured by cash

collateral (the "LC Cash Collateral") maintained by BNS in an aggregate principal

amount of CDN$4,001,420 (the "LC Exposure"), the CCAA Charges, as may attach to

the LC Cash Collateral, including by operation of law or otherwise, (a) shall rank junior

in priority to the liens, security, charges and security interests currently existing in favour

of BNS over the LC Cash Collateral (the "BNS Cash Collateral Charge") and (b) shall

attach to the LC Cash Collateral only to the extent of the rights of the Petitioners to the

return of any LC Cash Collateral from BNS following (i) the payment and satisfaction of

all LC Exposure and (ii) the exercise by BNS of any rights in respect of the LC Cash

Collateral pursuant to Section 21 of the CCAA, notwithstanding anything to the contrary

contained herein.

General

55. ORDERS that no Person shall commence, proceed with or enforce any Proceedings

against any of the Directors, employees, legal counsel or financial advisers of the

Petitioners or of the Monitor in relation to the Business or Property of the Petitioners,

without first obtaining leave of this Court, upon five (5) clays written notice to the

Petitioners' counsel, the Interim Lender's counsel and to all those referred to in this

paragraph whom it is proposed be named in such Proceedings.

-21 -

56. DECLARES that the Order and any proceeding or affidavit leading to the Order, shall

not, in and of themselves, constitute a default or failure to comply by the Petitioners

under any statute, regulation, licence, permit, contract, permission, covenant, agreement,

undertaking or other written document or requirement.

57. DECLARES that, except as otherwise specified herein, the Petitioners and the Monitor

are at liberty to serve any notice, proof of claim form, proxy, circular or other document

in connection with these proceedings by forwarding copies by prepaid ordinary mail,

courier, personal delivery or electronic transmission to Persons or other appropriate

parties at their respective given addresses as last shown on the records of the Petitioners

and that any such service shall be deemed to be received on the date of delivery if by

personal delivery or electronic transmission, on the following business day if delivered

by courier, or three business days after mailing if by ordinary mail.

58. DECLARES that the Petitioners and any party to these proceedings may serve any court

materials in these proceedings on all represented parties electronically, by emailing a

PDF or other electronic copy of such materials to counsels' email addresses, provided

that the Petitioners shall deliver "hard copies" of such materials upon request to any party

as soon as practicable thereafter.

59. DECLARES that, unless otherwise provided herein, under the CCAA, or ordered by this

Court, no document, order or other material need be served on any Person in respect of

these proceedings, unless such Person has served a Notice of Appearance on the solicitors

for the Petitioners and the Monitor and has filed such notice with this Court, or appears

on the service list prepared by the monitor or their attorneys, save and except when an

order is sought against a Person not previously involved in these proceedings.

60. DECLARES that the Petitioners or the Monitor may, from time to time, apply to this

Court for directions concerning the exercise of their respective powers, duties and rights

hereunder or in respect of the proper execution of the Order on notice only to each other.

Notwithstanding the foregoing, any court approval sought in connection with the subject

- 22 -

matter of paragraph 38 of this Order shall be sought on no less than five (5) business days

notice to the Agent, the Interim Lender and the Monitor.

61. DECLARES that any interested Person may apply to this Court to vary or rescind the

Order or seek other relief upon five (5) days notice to the Petitioners, the Monitor, the

Interim Lender and to any other party likely to be affected by the order sought or upon

such other notice, if any, as this Court may order, such application or motion shall be

filed during the Stay Period ordered by this Order, unless otherwise ordered by this

Court.

62. DECLARES that the Order and all other orders in these proceedings shall have full force

and effect in all provinces and territories in Canada.

63. DECLARES that the Monitor, with the prior consent of the Petitioners, shall be

authorized to apply as it may consider necessary or desirable, with or without notice, to

any other court or administrative body, whether in Canada, the United States of America

or elsewhere, for orders which aid and complement the Order and any subsequent orders

of this Court and, without limitation to the foregoing, an order under Chapter 15 of the

US. Bankruptcy Cade, for which the Monitor shall be the foreign representative of the

Petitioners. All courts and administrative bodies of all such jurisdictions are hereby

respectively requested to make such orders and to provide such assistance to the Monitor

as may be deemed necessary or appropriate for that purpose.

64. REQUESTS the aid and recognition of any Court or administrative body in any Province

of Canada and any Canadian federal court or administrative body and any federal or state

court or administrative body in the United States of America and any court or

administrative body elsewhere, to act in aid of and to be complementary to this Court in

carrying out the terms of the Order.

65 ORDERS the provisianni exeutnion of the Order nottg:thstanding rinn Keul.

•••--3 •

friiiwurahle Martin Caile

74

Sehetlille "A"uitrüb Fittaneing Term Sheet

HALE CAPITAL

DIP FACILITY LOAN AGREEMENTDATED AS OF OCTOBER 14, 2014

Execution Copy

WHEREAS the Borrower (as defined below) has requested that the DIP Lender (as definedbelow) provide financing to fund certain of the Borrower's cash requirements during thependency of the CCAA Debtors' (as defined below) proceeding (the "CCAA Proceeding")under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") to be commencedbefore the Quebec Superior Court (the "CCAA Court") in accordance with the terms andconditions set out herein;

NOW THEREFORE the parties, and the consideration of the foregoing and the mutual covenantsand agreements contained herein (the receipt and sufficiency of which are hereby irrevocablyacknowledged), agree •as follows:

Borrower:

CCAA Debtors:

Guarantors:

DIP Lender:

IMP Facility:

31182%

11890537 vi / 33169-001

RB Energy Inc. ("Borrower")

RB Energy Inc., Quebec Lithium Inc., QLI Meaux Inc. and Sirocco Mining Inc.

Quebec Lithium Inc., QLI Metaux Inc. and Sirocco Mining Inc. (collectively, the"Guarantors" and, together with the Borrower, the "Debtors" or "CCAADebtors") shall provide unconditional guarantees of payment and not or collectionin form satisfactory to the DIP Lender.

Prior to any Further Advance (as defined below), Chempro Finance Ltd.("Chempro") shall also guarantee the DIP Obligations (as defined below) andshall secure such guarantee by assigning to the DIP Lender all amounts owing to itby Atacama Minerals Chile S.C.M. ("Atacama") and Chempro shell thereupon bcincluded as a "Guarantor".

Hale Capital Partners L.P. ("HCP") or a limited liability company or otherinvestment vehicle, owned by nne or rnnre affiliates of the DIP Lender to hedesignated prior to the First Closing Date, The obligations of any such designatedlender to fund the DIP Advances (as defined below) shall be guaranteed by HCP.

The DIP Lender agrees to advance to the Borrower as a super-priority (debtor-in-possession) non-revolving credit facility (the "DIP Facility") up toUS$13 million.

On. the First Closing Date (as defined below), the Borrower will have an initialavailability under the DIP Facility of up to US$6 million (the "InitialAvailability"). Notwithstanding any other provision hereof, the initial advancepursuant to the Initial Availability (the "First Advance") may be up to the fullamount of the Initial Availability and in any event shall not be less than US$4million. The First Advance shall be made on the First Closing Date, subject tosatisfaction of the Funding Conditions (as defined below). Any draw under the

Page t

Use of Proceeds:

First ClosingDate:

Evidence ofIndebtedness:

Currency:

Interest Rate:

Initial Availability shall be in a minitnum amount of USSI million.

After the First Advance, the balance of the DIP Facility may be drawn in up tothree tranchcs of not less than US$I million (each a "Further Advance") each bythe Borrower providing not less than three days' written notice of each drawdownto the DIP Lender. All advances hereunder (each a "DIP Advance") are subjectto the conditions of drawdown set out below.

Advances under the DIP Facility shall be deposited into a bank account to bedesignated by the Borrower at a financial institution approved by the DIP I.ender(the "Borrower's Account") and utilized by the Borrower in accordance with theterms of this Agreement. The parties agree that the Borrower's account inVancouver, B.C. at Canadian Imperial Bank of Commerce ("CIBC") (thespecifics of which shall be provided to the DIP Lender by the Borrower) is asatisfactory Borrower's Account. The Borrower's Account shall be subject to theDIP Lender's Charge and prior to making any Further Advances and the Borrowershall obtain an account control agreement with the depository bank in form andsubstance acceptable to the DIP Lender, acting reasonably.

The proceeds of the DIP Facility shall be used solely by the CCAA Debtors inaccordance with the Agreed Weekly Budgets (as defined below) and may be usedto pay interest, fees and expenses payable under the DIP Facility. No proceedsmay be used for any other purpose except with the prior written approval of theDIP Lender. In particular, the DIP Facility may not be used in connection withany investigation (including discovery proceedings), initiation or prosecution ofany claims, causes of action, adversary proceedings or other litigation against theDIP Lender or its affiliates.

The closing date for the First Advance under the DIP Facility is expected to beOctober 15, 2014 or such later date as all of the conditions to the First Advancehereunder have been satisfied (the "First Closing Date").

The DIP Lender shall open and maintain accounts and records evidencingadvances and repayments under the D[P Facility and all other amounts owing fromtime to time hereunder. The DIP Lender's accounts and records constitute, in theabsence of manifest error, prima facie evidence of the indebtedness of theBorrower to the DIP Lender pursuant to the ❑IP Facility.

Unless otherwise stated, all monetary denominations shall be in lawful currency ofthe United States.

All amounts owing hereunder on account of the principal, overdue interest, feesand expenses shall bear interest at the rate of I I% per annum payable in cashmonthly in arrears on the last day °leach calendar month. To the extent permittedby law, upon the occurrence of an Event of Default (as defined below), interestshall accrue and be calculated at a rate of 16% per =turn.

Page 2

Standby Fee: The Borrower shall pay the DIP Lender a standby fee of 3% per annum on theundrawn portions of the DIP Facility, Such fee shall be calculated daily andpayable monthly in arrears on the last day of each calendar month.

Other Fees: (a) The Borrower has paid to the DIP Lender an upfront due diligence fee ofUS$150,000 (the "Upfront Fee"). This is a non-refundable fee used tocompensate the DIP Lender for its expenses incurred prior to the date of theFirst Closing but does not include any fees or expenses of its counsel relatingto the drafting, negotiation and court approval of this Agreement and relateddocuments.

(b) On the First Closing Date, the Borrower shall pay to the DIP Lender a non-refundable commitment fee of US$325,000 (being 2.5% of the DIP Facility)from the first advance under the DIP Facility.

(c) If any portion of the DIP Loan is repaid prior to April 15, 2015 or prepaidprior to the Maturity Date, the Borrower will pay to the DIP Lender aprepayment fee equal to 3% of the principal amount repaid or prepaid.

(d) At such time as the entire DIP Facility has been repaid or cancelled, theBorrower will pay to the DIP Lender a fee of US$800,000 as an exit fcc.

Other Costs and Unless already satisfied by the Upfront Fee, the Borrower shall pay, on or beforeExpenses: the First Closing Date and monthly thereafter, all costs and expenses of the DIP

Lender for all nut-of-pocket due diligence and travel costs and all reasonable fees,expenses and disbursements of outside counsel, appraisers, field auditors, and anyfinancial consultant in connection with the administration of the DIP Facility afterthe Closing Date, including any costs and expenses incurred by the DIP Lender inconnection with the enforcement of any of the rights and remedies availablehereunder or any under the Guarantees or any related security.

Repayment and All amounts owing to the DIP Lender under the DIP Facility shall be due andMaturity Date: payable on the earliest of the occurrence of any of the following;

(i) six months following the First Closing Date;

(ii) the implementation of a plan of compromise or arrangement within theCCAA proceedings (a "Plan") which has been approved by the requisitemajorities of the Borrower's creditors and by order entered by the CCAAcourt (thc "Sanction Order") and by the DIP Lender;

(iii) conversion of the CCAA proceeding into a proceeding under theBankruptcy and Insolvency Act (Canada) (the "BIA");

(iv) the completion of the sale of more than 50% of the aggregate assets of theBorrower (on a consolidated basis) (unless the DIP Lender consents tosuch sale and agrees that the DEP Facility shall remain outstanding); and

Page 3

(v) an Event of Default (as defined below) in respect of which the DIP Lenderhas elected in its sole discretion to accelerate all amounts owing anddemand repayment;

(such earliest date the "Maturity Date").

The DIP Lender's commitment to make further advances under the DIP Facilityshall expire nn the Maturity Date and all amounts outstanding under the DIPFacility shall be perrnanently and indefeasibly repaid no later than the MaturityDate without the DIP Lender being required to make demand upon the Borroweror other parties or to give notice that the DIP Facility has expired and that theobligations thereunder are due and payable, except as they would be required bythe Priority Order. The Sanction Order shall not discharge or otherwise affect inany way any of the obligations of the Borrower or the Guarantors to the DIPLender under the DIP Facility other than idler the permanent and indefeasiblepayment in cash to the DIP Lender of all obligations under the DIP Facility on orbefore the date that the Plan is implemented, including without limitation, the exitfee.

Mandatory Unless the DIP Lender consents otherwise, the Borrower is required to prepayPrepayments: amounts outstanding under the Facility:

(i) upon the receipt of net cash proceeds from the issuance by the Borrower orany of its subsidiaries (other than Atacama) of any indebtedness forborrowed money;

(ii) upon receipt of insurance proceeds or expropriation awards by theBorrower of any of its subsidiaries (other than Atacama) unless theproceeds are reinvested to repair or replace such assets prior to the earlierof the Maturity Date and 180 days following the receipt of such proceeds;

(iii) upon receipt of net cash proceeds from the sale of any of the Collateral (asdefined below) except for sales of inventory in the ordinary course ofbusiness by the Borrower or any of its subsidiaries;

(iv) upon receipt of any extraordinary payments such as tax refunds by theBorrower or any of its subsidiaries (other than Atacama);

(v) upon receipt of net cash proceeds from the sale of any equity interests inthe Borrower or any of its subsidiaries or the receipt of capitalcontributions by the Borrower or any of its subsidiaries.

Any prepayment required hereunder shall be a permanent reduction of the DIPFacility and may not be reborrowed without the written consent of the DIP Lenderin its sole discretion. Any prepayments prior to the Maturity Date will be subjectto the prepayment fee of 3% referred to above,

Optional The DIP Loan may be repaid at any time, in whole or in part, prior to the MaturityPage 4

Prepayment: Date on not less than two business days' notice to the DIP Lender provided thatany such payment shall be subject to a pro rata share of the exit fee referred toabove, the prepayment fee referred to above and the satisfaction of all accruedinterest thereon.

DIP Lender All payments to the DIP Lender shall be made by wire transfer to the accountAccount: specified in writing to the Borrower from time to time.

Agreed Budgets: Attached hereto is a rolling 26 week period detailed budget (the "Agreed WeeklyBudget") which is in form and substance satisfactory to the DIP Lender. The DIPLender may require changes to the format of budget and the details providedtherein including, without limitation, information on a line item basis as to (i)projected cash receipts and (ii) projected disbursements (including ordinary courseoperating expenses, restructuring expenses, including professional fees), capitaland maintenance expenditures.

On the Thursday of each week, the Borrower shall provide to the DIP Lender avariance report (the "Weekly Budget Variance Report") showing on a line-by-line basis actual receipts and disbursements and the total available liquidity for thelast day of the prior week for the cumulative period since the commencement ofthe CCAA proceeding and for a rolling cumulative four week period once theCCAA Proceedings have been pending for four weeks and noting therein allvariances on a line-by-line basis from the amounts in the Agreed Weekly Budgetand shall include explanations for all material variances and shall be certified bythe Chief Financial Officer of the Borrower. The first Weeldy Budget VarianceReport shall be delivered on Thursday, October 23, 2014.

The Borrower may from time to time present to the DIP Lender a revised 26 weekdetailed budget substantially in the form of the current Agreed Weekly Budget,which revised budget shall be reviewed by the Monitor (the "Updated WeeklyBudget"). The DIP Lender may, in its discretion, acting reasonably, agree tosubstitute the revised budget for the then current Agreed Weekly Budget in whichcase the Updated Weekly Budget shall be thereafter be deemed to be the effectiveAgreed Weekly Budget for the purposes hereof.

Conditions The DIP Lender's agreement to make the First Advance to the Borrower on thePrecedent to DIP First Closing Date and any other DIP Advances pursuant to the Initial AvailabilityAdvances: is subject to the following conditions precedent (the "Funding Conditions") as

determined by the DIP Lender in its sole discretion, acting reasonably:

1) The Borrower's application materials .in connection with its application forthe Initial Order shall be satisfactory to the DIP Lender and such applicationshall be brought before /he CCAA Court no later than October 16, 2014, onnotice to such parties as are acceptable to the DIP Lender. The Borrowerhas requested that secured parties other than Bank of Nova Scotia ("BNS")and Investor-nem Quebec will not receive notice of the initial application andthe DIP Lender acknowledges that notice to such parties is impractical at

Pap 5

this time;

2) The Court shall have issued the Initial Order which must be satisfactory tothe DIP Lender and the Initial Order shall not have been amended, restatedor modified in a mariner that adversely affects the rights or interests of theDIP Lender without the consent of the DIP Lender. For greater certainty,such Order shall approve this Agreement and grant a charge in favour of theDIP Lender (the "DIP Lender's Charge") which ranks ahead of thesecurity granted by the CCAA Debtors to BNS and Investissement Quebecbut not security held by persons who have not received notice of theapplication for the Initial Order (such persons, the "Non-Lender SecuredCreditors") and that such. Initial Order may not be rescinded, amended orrevised without at least five business days' notice to the DIP Lender and itscounsel and shall not stay the rights of the DIP Lender hereunder or underthe DIP Credit Documentation (as defined below). The DIP Lender'sCharge shall apply to all of the property and assets of the CCAA Debtors(other than the LC Collateral (as defined below)) and shall secure allobligations owing by the CCAA Debtors in the DTP I .ender hereunder,including without limitation, all principal, interest, fees and amounts owingin respect of expenses (collectively the "DIP Mitigations");

3) The DIP Lender shall have received from the Borrower a written request forthe First DIP Advance which shall be executed by an officer of theBorrower and which shall confirm that the representations and warrantiescontained herein are true and correct as of such date;

4) All fees and expenses payable to the DIP Lender have been paid or will bepaid from the proceeds of the requested DIP Advance within such time as isacceptable to the DIP Lender in its discretion;

5) There shall be nu liens ranking in priority to or puri passe with the DIPLender's Charge other than an administrative charge in an amount not toexceed Cdn. $1 million and Liens (as defined below) in favour of the Non-Lender Secured Creditors and any subordinate court-ordered charges orliens shall be acceptable to the DIP Lender. The DIP Lender acknowledgesand agrees that a charge securing the Debtors' obligation under certain keyemployee retention plans in the aggregate amount of Cdn. $760,000 and ncourt ordered charge securing the Debtors' obligations to indemnify thedirectors for certain post-filing liabilities in the aggregate amount not toexceed Cdn $1.5 million are acceptable to the DIP Lender; both suchcharges shall be subordinate to the DM Lender's Charge.

As soon as practical following the First Advance, the DIP Lender's Charge and theLiens shall be registered on all of the assets of the CCAA Debtors.

The DIP Lender's obligation to make any Further Advances to the Borrower issubject to the Funding Conditions continuing to have been satisfied and the

Page 6

following conditions precedent to the Further Advances as determined by the DIPLender in its sole discretion acting reasonably:

l) A motion for the Priority Order (as defined below), in form satisfactory tothe DIP Lender, shall be served on such parties as required by the DIPLender within three business days of the Initial Order and subsequentlyfiled with the CCAA Court and appropriate notice of the hearing shall begiven to all relevant parties;

2) The CCAA Court shall have issued and entered a further order (the"Priority Order") within 10 days of the date on which the Initial Orderwas issued (the "Filing Date") elevating the DIP Lender's Charge inpriority over the security interests of the Non-Lender Secured Creditors, inform and substance satisfactory to the DIP Lender approving thisagreement and the DIP Facility_ Without limiting the foregoing, thePriority Order shall provide that the DIP Lender's Charge shall havepriority over all liens, charges, mortgages, encumbrances, security interestsof every kind and nature granted by the CCAA Debtors against any of theundertaking, property or assets of the CCAA Debtors (collectively, the"Liens") subject in priority only to an administrative charge on thecollateral of the CCAA Debtors in an aggregate amount not to exceed $1million and subject to the exclusion of the cash collateral in the amount ofapproximately $4 million (the "LC Cash Collateral") held by BNS tosecure letters of credit issued by BNS, credit card services provided byBNS and other cash management services provided by BNS (collectively,the "LC Obligations") provided, however, that Bank of Nova Scotia mayonly use such cash collateral for the purposes of satisfying the LCObligations;

3) The Borrower shall be in compliance with any timetables established fromtime to time by it and approved by the Court arid the DIP Lender settingout a sales or investment solicitation or similar process for the CCAADebtors;

4) The D[P Credit Documentation (as defined below) shall be satisfactory tothe DIP Lender in its discretion, acting reasonably, and shall have beenexecuted by the parties thereto and the DIP Lender;

5) The DIP Lender shall be satisfied that the Debtors have complied with andare continuing to comply with in all material respects with all applicablelaws, regulations, policies in relation to their property and business, otherthan as may be permitted under any order of the CCAA Court (each a"Court Order") which is satisfactory to the DIP Lender in its discretion,acting reasonably;

6) The DIP Lender shall have received from the Borrower a written requestfor each DIP Advance not less than two business days prior to the date of

Page 7

the DIP Advance which shall be executed by an officer of the Borrowerwhich shall certify the amount requested and that the Borrower is incompliance with the DIP Credit Documentation and the Court Orders;

7) All amounts due and owing to the DIP Lender at such time shall have beenpaid or shall be paid from the requested DIP Advance;

8) No Event of Default shall have occurred or will occur as a result of therequested DIP Advance;

9) Atacama shall not have incurred any indebtedness or for borrowed moneyin excess of USS40 million, being the amount of indebtedness outstandingat the date hereof. True copies of all credit agreements for Atacama havebeen provided to the DIP Lender;

10) The DIP Lender shall he satisfied that the CCAA Debtors own theirrespective material assets with good and marketable title thereto and shallhave received environmental reports confirming that there are no materialenvironmental liabilities or obligations affecting or likely to affect theCollateral;

11) The DIP Lender shall have received satisfactory opinions of counsel to theCCAA Debtors relating to title to real property of Quebec Lithium Inc. (orsatisfactory title insurance with respect to such property) and such othermatters as the DIP Lender may reasonably require;

12) The DIP Lender shall have been satisfied that all motions, orders and otherpleadings and related documents filed or submitted to the CCAA Court bythe CCAA Debtors shall be consistent with the terms hereof arid all ordersentered by the CCAA Court shall not be inconsistent with or have anadverse impact on the terms of the DIP Facility;

13) Any necessary third party approvals to preserve or perfect the DIPLender's Charge shall have been obtained;

14) There are no Liens ranking in priority to the DIP Lender's Charge otherthan is permitted hereunder;

15) No material portion of the Collateral be lost or stolen; and

16) The Debtors shall be in compliance with all covenants and obligationscontained in this Agreement.

DIP Facility All of the obligations of the CCAA Debtors under or in connection with the DIPSecurity and Facility, this Agreement and any other documentation in respect of the DIPDocumentation; Facility that is requested by the DIP Lender (which shall be in form and substance

satisfactory to the DIP Lender in its sole discretion, acting reasonably)(collectively, the "DIP Loan Documents") shall be secured by the DIP Security

Page II

(as defined below) (together with the DIP Loan Documents, the "DIP CreditDocumentation") and the DIP Lender's Charge granted by the CCAA Court.

The DIP Obligations shall be secured by:

l) The DIP Lender's Charge granted by the CCAA Cowl;

2) Contractual security and contractual hypothecary documents granted by theCCAA Debtors providing for a security interest/hypothec (the "DIPSecurity") in and lien on all now-owned and hereafter-acquired assets andproperty of each of the Debtors, real and personal, tangible or intangibleand all proceeds therefrom (the "Collateral"), but excluding (i) the LCCash Collateral provided that such LC Cash Collateral may only be used tosatisfy such LC Obligations, (ii) such assets, if any, as the DIP Lender inits discretion determines to be immaterial or to be assets for which the costand other burdens of establishing and perfecting a security interestoutweigh the benefits of establishing and perfecting a security interest, and(iii) other exceptions to be mutually agreed; and

3) Prior to the Further Advances, Chempro shall assign to the DIP Lender itsinterest in the intercompany loans owing to Chempro by Atacama.

The DIP Security shall be a perfected first priority and not subject to subordinationother than in respect of the administrative charge not exceeding Cdn. $1 milliongranted by the CCAA Court.

Deposit The Debtors shall maintain all cash in accounts maintained with depository banksAccounts: designated by the DIP Lender ("Approved Depository Bunks") and that prior to

the second advance of the DIP Facility have entered into account controlagreements in form and substance satisfactory to the DIP Lender and their counsel(collectively, the "Controlled Accounts"). The parties acknowledge that CIBC isan Approved Depository Bank.

Monitor: The Monitor appointed pursuant to the Initial Order skill be KPMG Inc. (the"Monitor") with Mr. Phil Reynolds and such other persons designated by Mr.Reynolds having primary responsibility for the fulfillment of the Monitor's duty asin connection with the CCAA Proceeding. The DIP Lender shall be authorized bythe Initial Order to have direct discussions with the Monitor and to receiveinformation from the Monitor as requested by the DIP Lender from time to time.

Indemnity: The Borrower and the other Debtors agree to indemnify and hold harmless the DIPLender and its affiliates and officers, directors, employees, representatives,advisors, solicitors and agents (collectively, the "Indemnified Persons") from andagainst any and all actions, lawsuits, proceedings (including any investigations orinquiries), claims, tosses, damages, liabilities or expenses of any kind or naturewhatsoever which may be incurred by or suited against or involve any of theIndemnified Persons as a result of, in connection with or in any way related to theDIP Facility, the proposed or actual use of the proceeds of the DIP Facility, thisAgreement, the CCAA Proceeding or the DIP Credit Documentation.Notwithstanding the foregoing, the Borrower or other Debtors shall have no

Page 9

obligation to indemnify any Indemnified Person against such loss, liability, cost orexpense to the extent that they are found by final judgment of a court of competentjurisdiction to arise from the gross negligence or willful misconduct of suchIndemnified Person or to the extent of any disputes solely among IndemnifiedPersons other than claims arising out of any act or omission on the part of theBorrower or Debtors. The DIP Lender shall not be responsible or liable to theBorrower or any Debtors or any other person for any consequential or punitivedamages.

Representations Each of the CCAA Debtors represents and warrants to the DIP Lender, uponand Warranties: which the DIP Lender relies in entering into this Agreement and the other DIP

Credit Documentation, that:

1. The transactions contemplated by this Agreement and the otherDIP Credit Documentation:

(a) upon the granting of the Initial Order and the Priority Order, arewithin the powers of the Debtors;

(b) have been duly authorized, executed and delivered by or on behalfof the CCAA Debtors;

(c) upon the granting of the Initial Order and the Priority Order,constitute legal, valid and binding obligations of the CCAADebtors;

(d) upon the granting of the Initial Order and the Priority Order, do notrequire the consent or approval of, registration or filing with, or anyother action by, any governmental authority, other than filingswhich may be made to register or otherwise record the DIPLender's Charge or any DIP Security granted pursuant to the DIPCredit Documentation;

2. The business operations of the Borrower and its subsidiaries havebeen and will continue to be conducted in material compliance with all applicablelaws of each jurisdiction In which each such business has been or is being carriedon subject to the provisions of any Court Order;

3. Each of the Borrower and its subsidiaries has obtained all materiallicences and permits required for the operation of its business, which licences andpermits remain, and after the DIP Financing, will remain in full force and effect.No proceedings have been commenced to revoke or amend any of such licencesor permits;

4. Each of the Borrower and its subsidiaries has paid where due itsobligations for payroll, employee source deductions, Harmonized Sales Tax,value added taxes and is not in arrears in respect of these obligations;

Page I

5. None of the Borrower or any of its subsidiaries has any definedbenefit pension plans or similar plans;

6. All factual information provided by or on behalf of the CCAADebtors to the DIP Lender for the purposes of or in connection with thisAgreement or any transaction contemplated herein is, to the hest of the CCAADebtors' knowledge, true and accurate in all material respects on the date as ofwhich such information is dated or certified and is not incomplete by omitting tostate any fact necessary to make such information (taken as a whole) notmaterially misleading at such time in light of the circumstances under which suchinformation was provided. In particular, and without limiting the generality of theforegoing, to the best of the CCAA Debtors' knowledge, all information regardingthe Borrower's and its subsidiaries' corporate structure is true and complete, allpublic filings and financial reports are complete and true in all material respectsand the Borrower has provided the DIP Lender with all title information andopinions and environmental reports affecting or relating to the property of theCCAA Debtors. As used in this section "to the best of the CCAA Debtors'knowledge" refers to the actual .knowledge of the President and Chief Financial.Officer of the Borrower after reasonable inquiry;

Affirmative In addition to all other covenants and obligations contained herein, the DebtorsCovenants: agree and covenant to perform and do each of the following until the DIP Facility

is permanently and indefeasibly repaid and cancelled:

1. Comply with the provisions of the Court Orders made in the.CCAA Proceeding including, without limitation, the Initial Order and the PriorityOrder;

2. Utilize all DIP Advances in a manner that is consistent with theAgreed Weekly Budgets in all material respects;

3. Comply with any timetable or process established form time totithe by the Borrower for the sale of all or part of the assets of the Borrower andits subsidiaries or solicitation of investment in the Borrower or its subsidiaries aspart of or in anticipation of a Plan and obtain the approval for such timetable orprocess from the DIP Lender;

4. Allow the DP Lender, its designated representatives and theConsultants full access to the books and records of the Borrower and itssubsidiaries on one business day's notice and during normal business hours andcause management thereof to fully cooperate with any advisors to the DPLender;

5. Provide the DIP Lender with draft copies of all motions,applications, proposed orders or other material or documents that any of themintend to file within the CCAA Proceeding at least three (3) clays prior to anysuch filing or, where it is not practically possible to do so at least three days prior

rugt 11

to any such filing, as soon as possible;

6. The Initial Order, the Priority Order and any other Court Orderswhich are being suught by the CCAA Debtors shall be submitted to the CCAACourt in a form confirmed in advance to be satisfactory to the DIP Lender, actingreasonably, subject to any amendments that are required by the CCAA Court orthe Borrower that are acceptable to the DIP Lender;

7. Any and all materials of the CCAA Debtors in respect of aproposed Plan or any other transaction involving the refinancing of the Borrowerand/or the other Debtors, the sale of all or substantially all of the assets of theBorrower or the other Debtors or any other restructuring of the Debtors'businesses• and operations, including any liquidation, bankruptcy or otherinsolvency proceeding in respect of any of the Debtors (a "RestructuringOption") shall only be submitted to the CCAA Court in a form confirmed inadvance to be satisfactory to the DIP Lender unless such Restructuring Optionprovides for the indefeasible payment in full in cash of all amounts owing to theDIP Lender under the DIP Facility at or prior to the implementation date of suchRestructuring Option;

8. None of the Debtors shall provide or seek or support a motion byanother party to provide to a third party a charge upon any of the Debtors' assets(including, without limitation, a critical supplier's charge) without the priorconsent of the DIP Lender;

9. The Borrower and the other Debtors shall promptly advise the DIPLender of, and provide copies of, any proposal received from a third party inrespect of a Restructuring Option or any other transaction to be carried outpursuant to or as part of a Plan and, thereafter, shall advise the DIP Lender of thestatus of any such proposal as well as any material amendments to the termsthereof;

10. The Borrower shall not carry out any changes to the composition(including the addition, removal or replacement of directors or officers) of theboard of directors or the officers (including any chief restructuring officer) of theBorrower or any of the other Debtors without first consulting with the DIPLender;

11. Iinicss such payments are first approved by the DIP Lender.neither the Borrower nor any of the Debtors shall:

(i) increase any termination or severance entitlements or payany termination or severance payments or modify anycompensation or benefit plans whatsoever; or

(ii) establish or make any payments by way of a "key employeeretention plan" except as otherwise disclosed in the Agreed

Page 12

Weekly Budget and the application materials filed in respectof the Initial Order and provided that the second paymentsunder the key employee retention plan to any of Rick Clark,Kevin Ross or Alessandro Bitclli will not be made untilafter the DIP Obligations have been paid in full to the DIPLender;

12. Provide to the DIP Lender a weekly status update regarding thestatus of the CCAA Proceeding and their restructuring process including, withoutlimitation, reports on the progress of any Plan, Restructuring Option, and anyinformation which may otherwise be confidential subject to same beingmaintained as confidential by the DIP Lender. Notwithstanding the foregoingdisclosure obligation or any other term of this Agreement, none of the CCAADebtors shall be obligated to disclose to the DP Lender any informationregarding the details of bids received by the Borrower or the Monitor unless suchinformation is otherwise disclosed to other stakeholders in the CCAA Proceedingor unless the DIP Lender waives its right to credit bid;

13. Use all reasonable efforts to keep the DIP Lender apprised on atimely basis of all material developments with respect to the business and affairsof the Borrower and its subsidiaries, the development of a Plan and/or aRestructuring Option;

14. Deliver to DIP Lender any updated Weekly Budgets and WeeklyBudget Variance Reports and such other reporting and other intbrmation fromtime to time as is reasonably requested by the DIP Lender in form and substancesatisfactory to the DIP Lender;

15. The CCAA Debtors shall deliver to the DIP Lender: (i) within one(1) business day of delivery thereof to the Monitor, copies of all financialreporting provided to the Monitor; and (ii) within one (1) business day of receiptfrom the Monitor any reports or other commentary or analysis received by theCCAA Debtors from the Monitor regarding the financial position of the CCAADebtors or otherwise;

16. The CCAA Debtors shall provide to the DIP Lender copies of allproposed general communications to be given to customers, suppliers, employeesand other stakeholders simultaneously with the distribution thereof to suchpersons;

17. Use the proceeds of the DIP Facility and other cash on hand onlyfor the purposes of the short-term liquidity needs of the CCAA Debtors in a'manner consistent with the Agreed Weekly Budgets in all material respects to theextent reasonably practicable in the circumstances;

18. Preserve, renew, maintain and keep in full force its corporateexistence and its material licenses, permits, approvals, etc. required in respect of

rap 13

its business, properties, assets or any activities or operations carried out thereinand maintain its properties and asset in good working order having regard to thecurrent cessation of operations;

19. Pay all applicable property taxes, permitting and licences fees andother amounts necessary to preserve the Collateral to avoid any lien thereon andpay all amounts due under any hydro or power contracts from and after the FilingDate;

20. Maintain all insurance with respect to the Collateral in existence asof the date hereof;

21. Forthwith notify the DIP Lender of the occurrence of any Event ofDefault, or of any event or circumstance that, with the passage of time, mayconstitute an Event of Default;

22. Execute and deliver the DIP Credit Documentation, including suchsecurity agreements, financing statements, discharges, opinions or otherdocuments and information, as may be reasonably requested by the DIP Lenderin connection with the DIP Facility, which documentation shall be in fonn andsubstance satisfactory to the DIP Lender;

23. Subject to the "Costs and Expenses" provision of this Agreement,pay upon request by the DIP Lender all documented DIP Fees and Expenses,provided, however, that if any DIP Fees and Expenses incurred after the date ofthis Agreement are not paid by the Borrower, the DIP Lender may in itsdiscretion pay all such DIP Fees and Expenses whereupon such amounts shall beadded to and form part of the DIP Obligations and shall reduce the availabilityunder the DIP Facility;

24. Pay when due all principal, interest, fees and other amountspayable by the Borrower under this Agreement and under any other DIP CreditDocumentation on the dates, at the places and in the amounts and manner setforth herein;

25. Following the First Advance, the Borrower will use its reasonablebest efforts to cause the intercompany loans between Chempro and Atacama(which the Borrower represents are approximately Cdn. $75 million) to besecured on the assets of Atacama on a basis subordinate to Atacama's existingbank debt or an equivalent amount of replacement debt;

26. Following the First Advance, the Borrower will use its reasonablebest efforts to cause its other subsidiaries (excluding the CCAA Debtors) to grantguarantees of payment to the DIP Lender and to grant charges on their assets tosecure the DIP Obligations . However, no such guarantee or security will berequired for those subsidiaries which the DIP Lender reasonably determines haveno material value or where the giving such guarantees and security is illegal or

Page 14

unduly onerous. Any such subsidiary which provides a guarantee shall thereafterbe included as a "Guarantor".

Negative Each of the CCAA Debtors covenants and agrees not to do the following, otherCovenants: than with the prior written consent of the DIP Lender from and after the date

hereof:

1. Except as contemplated by this Agreement or any Court Order,make any payment, without consent of the DIP Lender, of any debt or obligationexisting as at the Filing Date (the "Pre-Filing Debt");

2. Create, incur or permit to exist, or permit any subsidiary other thanAtacama to create, incur or permit to exist, any indebtedness for borrowed moneyor contingent liabilities other than Pre-Filing Debt, DIP Advances, and post-filingaccounts payable in the ordinary course of business;

3. Permit Atacama to incur any indebtedness in excess of $40million, being the amount currently outstanding;

4. Make any payments outside the ordinary course of business,subject always to the obligation to comply with the Agreed Weekly Budgets in allmaterial respects to the extent reasonably practicable in the circumstances;

5. Sell, assign, lease, convey or otherwise dispose of any of theCollateral except for sales of inventory in ordinary course of business or sell anysecurities of the Borrower or any of its subsidiaries or permit the sale by thesubsidiaries of any securities;

6. Except for as contemplated herein or as otherwise consented to bythe DIP Lender, permit any new Liens to exist on any of the properties or assetsor the Borrower or its subsidiaries other than the Liens in favour of the DIPLender as contemplated by this Agreement;

7. Create or permit to exist any other Lien which is senior to or paripasse with the DIP Lender's Charge except ns contemplated herein;

8. Make any investments in or loans to or guarantee the debts orobligations of any other person or entity or permit any of its subsidiaries to do so;

9. Enter any restrictive covenants or agreements which might affectthe value or liquidity of any Collateral;

10. Change or permit any subsidiary to change its jurisdiction ofincorporation or registered office;

1 I. Make the second payments under the key employee retention planto any of Rick Clark, Kevin Ross or Alessandro Bitelli until after the DIP

Page 1

Obligations have been paid in full to the DIP Lender;

12. Change its name, fiscal year end or accounting policies oramalgamate, eunsulidate with, merge into, dissolve or enter into any similartransaction with any other entity without the consent of the DIP Lender or permitany subsidiary to do so; and

13. Terminate any key employees of the Debtors, including thoseinvolved in maintaining the Collateral, without the consent of the CCAA Lenderacting reasonably.,

Events of The occurrence of any one or more of the following events shall constitute anDefault: event of default (each, an "Event of Default") under this Agreement if such event

of default is not cured within two business days of the Borrower receiving noticeof the event of default (to the extent such event of default is capable of beingcured):

i. Any Court Order is dismissed, stayed, reversed, vacated, amendedor restated and such dismissal, stay, reversal, vacating, atnenthrient or restatementadversely affects or would reasonably be expected to adversely affect the interestsof the DIP Lender in a material manner, unless the DIP Lender has consentedthereto;

2. Any Court Order is issued which adversely affects or wouldreasonably be expected to adversely affect the interests of the DIP Lender in amaterial manner, unless the DIP Lender has consented thereto including, withoutlimitation:

(a) the issuance of an order dismissing the CCAA Proceeding or liftingthe stay imposed within the CCAA Proceeding to permit theenforcement of any security or claim against any of the CCAADebtors or the appointment of a receiver and manager, receiver,interim receiver or similar official or the making of a bankruptcyorder against any of the Debtors;

(b) the issuance of an order granting any other claim or a Lien of equalor superiority status to that of the DIP Lender's Charge except aspermitted hereunder;

(c) the issuance of an order staying, reversing, vacating or otherwisemodifying the DIP Credit Documentation or the provisions of theCourt Order affecting the DIP Lender or the Collateral, or theissuance of an order adversely impacting the rights and interests ofthe DIP Lender, in each case without the consent of the L)11Lender,

(d) the failure of the Borrower to diligently oppose any party that

Page 16

brings an application or motion for the relief set out in (a) through(c) above and/or fails to secure the dismissal of such motion orapplication within 60 days from the date that such application ormotion is brought;

3. The sales or investor solicitation process proposed to the CCAACourt by the Borrower is not acceptable to the DIP Lender in its discretion, actingreasonably;

4.hereunder;

Failure of the Borrower to pay any amounts when due and owing

5, Any of the Debtors cease to carry on business or operate ormaintain their properties in the ordinary course as it is carried on as of the datehereof, except where such cessation is consented to by the DIP Lender. The DIPLender acknowledges that Quebec Lithium Inc. and QLI Metaux Inc. are notcurrently carrying on business and such cessation of operations does notconstitute an Event of Default;

6. Any representation or warranty by any of the Debtors herein or inany DIP Credit Documentation shall be incorrect or misleading in any materialrespect when made; Court Order is made, a liability arises or an event occurs,including any change in the business, assets, or conditions, financial or otherwise,any of the Debtors, that will in the DIP Lender's judgment, acting reasonably,materially further impair the Borrower's or the other Debtors" financial condition,operations or ability to comply with its obligations under this Agreement, anyDIP Credit Doctuneutation or any Cow Order or carry out a Plan or aRestructuring Option reasonably acceptable to the DIP Lender;

7.Debtors;

Any material violation or breach of any Court Order by any of the

Failure of the Borrower or any of the other Debtors to perform orcomply with any term or covenant of this Agreement or any other DIP CreditDocumentation;

9. Failure to maintain a cumulative net cash flow, for the Borroweron a consolidated basis which is at all times within 10% oldie amounts set out inthe Agreed Weekly Budget (measured weekly) and failure to provide an UpdatedWeekly Budget for approval by the DIP Lender, acting reasonably, which showssufficient liquidity, including availability under the DIP Facility, to meet all ofthe Borrower's projected cash requirements until April 15, 2015;

10. If any of Rick Clark, Kevin Ross or Alessandro Bitelli cease to besenior officers of the CCAA Debtors and are not replaced with personsacceptable to the DIP Lender;

Page 17

Remedies:

11. Any proceeding, rnotion or application is commenced or filed bythe Borrower or any of the other Debtors, or if commenced by another party,supported or otherwise consented to by the Borrower or any of the other Debtors,seeking the invalidation, subordination or other challenging of the terms of theDIP Facility, the DIP Lender's Charge, this Agreement, or any of the other DIPCredit Documentation or approval of any Plan or Restructuring Option whichdoes not have the prior consent of the .DIP Lender;

12. Any of the CCAA Debtors beco►ne subject to a materialenvironmental liability; or

1 3. Any Plan is sanctioned or any Restructuring Option isconsummated by any of the Debtors that is not consistent with or contravenes anyprovision of this Agreement or the other DIP Credit Documentation in a mannerthat is adverse to the interests of the DIP Lender or would reasonably be expectedto adversely affect the interests of the DIP Lender unless the DIP Lender hasconsented thereto or unless it provides for repayment in full of all DIPObligations to the DIP Lenders under this Agreement.

Upon the occurrence of an Event of Default, the DIP Lender may, in its solediscretion, elect to terminate the DIP Lender's commitment to make further DIPAdvances to the Borrower and accelerate all amounts outstanding under the DIPFacility and declare such amounts to be immediately due and payable without anyperiods of grace. Upon the occurrence of an Event of Default, the DIP Lendermay, subject to the Court Orders:

1. Apply to the Court for the appointment of a receiver, an interimreceiver or a receiver and manger over the Collateral, or for the appointment of atrustee in bankruptcy of the Borrower or the other Debtors;

2. Apply to the Court for an order, on terms satisfactory to theMonitor and the DIP Lender, providing the Monitor with the power, in the nameof and on behalf of the Borrower, to take all necessary steps in the CCAAProceeding to realize on the Collateral;

3. Exercise the powers and rights of a secured party under the CivilCode (Quebec) or any legislation of similar effect; and

4, Exercise all such other rights and remedies available to the DTPLender under the DIP Credit Documentation, the Court Orders and applicablelaw.

DIP Lender Ali consents of the DIP Lender hereunder shall be in writing. Any consent,Approvals: approval, instruction or other expression of the DIP Lender to be delivered in

writing may be delivered by any written instrument, including by way orelectronic mail.

Page 15

Taxes: All payments by the Borrower and the other Debtors under this Agreement and theother DT Credit Documentation, including any payments required to be madefrom and after the exercise of any remedies available to the DIP Lender upon anEvent of Default, shall be madc free and clear of, without reduction for or onaccount of, any present or future taxes, levies, imposts, duties, charges, fees,deductions or withholdings of any kind or nature whatsoever or any interest orpenalties payable with respect thereto now or in the future imposed, levied,collected, withheld or assessed by any country or any political subdivision of anycountry (collectively, "Taxes"); provided, however, that if any Taxes are requiredby applicable law to be withheld ("Withholding Taxes") from any amountpayable to the DIP Lender under this Agreement or under any DIP CreditDocumentation, the amounts so payable to the DIP Lender shall be increased tothe extent necessary to yield to the DIP Lender on a net basis after payment of allWithholding Taxes, the amount payable under such DIP Credit Documentation atthe rate or in the amount specified in such DIP Credit Documentation and theBorrower or other Debtors shall provide evidence satisfactory to the DIP Lenderthat the Taxes have been so withheld and remitted.

Further The Debtors shall, at their own expense, from time to time do, execute and deliver,Assurances:: or will cause to be done, executed and delivered, all such further acts, documents

(including, without limitation, certificates, declarations, affidavits, reports andopinions) and things as the DIP Lender may reasonably request for the purpose ofgiving effect to this Agreement.

Entire This Agreement and the DIP Credit Documentation, constitutes the entireAgreement: agreement between the parties related to the subject matter hereof. To the extent

there is any inconsistency between this Agreement and any of the other DIP CreditDocumentation, this Agreement shall prevail.

Exit Facility: The DIP Lender may provide the Borrower with an exit facility of up to US$30million on terms to be agreed upon by the Borrower and the DIP Lender.

Credit Bidding: Nothing herein shall preclude the DIP Lender from credit bidding for the assets ofthe Debtors in a sales process.

Business Days: If any payment is due on a day which is not a business day in Montreal and NewYork City, such payment shall be due on the next following business day.

Amendments No waiver or delay on the part of the DIP Lender in exercising any right orand Waivers: privilege hereunder or under any other DIP Credit Documentation will operate as a

waiver hereof or thereof unless made in writing and delivered in accordance withthe terms of this Agreement,

Assignment: The DIP Lender may assign this Agreement and its rights and obligationshereunder, in whole or in part, or grant a participation in its rights and obligationshereunder to any party acceptable to the DIP Lender in its sole and absolutediscretion (subject to providing the Borrower and the Monitor with reasonable

Page 19

Severability:

No Third PartyBeneficiary:

Press Releases:

Counter Partsand FacsimileSignatures:

Notices:

evidence that such assignee has the financial capacity to fulfill the obligations ofthe DIP Lender hereunder). Neither this Agreement nor any right and obligationhereunder may be assigned by the Borrower or any of the other Debtors.

Any provision in this Agreement or in any DIP Credit Documentation which isprohibited or unenforceable in uny jurisdiction shall, us to such jurisdiction, beineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof or effecting the validity ofenforceability of such provision in any other jurisdiction.

No person, other than the Debtors and the DIP Lender, is entitled to rely upon thisAgreement and the parties expressly agree that this Agreement does not conferrights upon any party not a signatory hereto.

The CCAA Debtors shall not issue any press releases naming the DIP Lenderwithout its prior approval, acting reasonably unless the CCAA Debtors arerequired to do so by applicable securities laws or other applicable law.

This Agreement may be executed in any number of counterparts and delivered bye-mail, including in PDF format, each of which when executed and delivered shallbe deemed to be an original, and all of which when taken together shall constituteone and the same instrument. Any party may execute this Agreement by signingany counterpart of it.

Any notice, request or other communication hereunder to any of the parties shallbe in writing and be well and sufficiently given if delivered personally or sent byelectronic mail to the attention of the person as set forth below:

In the ease of the DIP Lender:Hale Capital Partners L.P.17 State StreetSuite 3230New York, NY 10004United States of America

Attention: Martin HateEmail: martin@halefunds.com

With a copy to:

Davies Ward Phillips 8r. Vineberg LLP155 Wellington Street WestToronto, ON M5V 3J7

Attention: Jay A. SwartzEmail: jswartx@dwpv.cotn

Page 20

In the ease of the CCAA parties:

c/o RB Energy Inc.2000-885 West Georgia StreetVancouver, BC V6C 3E8

Attention: Rick ClarkEmail: rickc@namdo.com

With a copy to:

Blake, Cassels & Graydon LLPCommerce Court West199 Bay StreetSuite 4000Toronto, ON M5t. I A9

Attention: Lim RogersEmail: line.rogers@blakes.com

In either case, with a copy to the Monitor:

KP1v10 Inc.Bay Adelaide Centre333 Bay Street, Suite 4600Toronto, ON M5H 255

Attention: Philip J. ReynoldsE-mail: Areynolds@kpmg.ca

Any such notice shall be deemed to be given and received, when received, unlessreceived after 5:00 PM local time or on a day other than a business day, in whichcase the notice shall be deemed to be received the next business day.

English Language: The pasties hereto confirm that this Agreement and all related documents havebeen drawn up in the English language at their request. Les parlies oar pre,ventesconfirment clue le present (tete et taus les documents y relatifs. furenf rerliggs enanglois rr letn- denlande,

Governing Law This Agreement shall be governed by, and construed in accordance with, the lawsand Jurisdiction: of the Province of Quebec and the federal laws of Canada applicable therein.

[Signature pages follow'

Page 71

AS DTP LENDER:HCP-17VB, LIZ, a holding company of

HALE CAPITAL PARTNERS L.P.

by Martin flak Jr.President

AS BORROWER:

RB ENERGY INC.

by

AS GUARANTORS:

QUEBEC LITHIUM INC.

by

SIROCCO MINING INC.

by

QLI MÉTAUX INC.

Pile 22

- 25 -

Schedule "B"Construction Liens

i) A legal hypothec dated August 29, 2014 for an amount of $200,996.59,registered in favor of Construction Promec Inc. on September 2, 2014 in theQuebec Land Registry under registration number 21 021 214.

ii) A legal hypothec dated October 8, 2014 for an amount of $96,618,74,registered in favor of 9190-5778 Quebec Inc. on October 9, 2014 in theQuebec Land Registry under registration number 21 105 742.

111) A legal hypothec dated October 7, 2014 for an amount of $570,137.27,registered in favor of J.Y. Moreau Electrique Inc. on October 9, 2014 in theQuebec Land Registry under registration number 21 108 199.

A legal hypothec dated October 7, 2014 for an amount of $10,903.97,registered in favor of 2950-0519 Quebec Inc. on October 9, 2014 in theQuebec Land Registry under registration number 21 108 202.

v) A legal hypothec dated October 9, 2014 for an amount of $734,034.80,registered in favor of 2985080 Canada Inc. on October 9, 2014 in the QuebecLand Registry under registration number 21 109 091,

12738333,9.

CANADA.

PROVINCE OF QUEBECDISTRICT OF MONTREAL

File: Nu: 500-I 1-(.47560-145

SUPERE()P., COURTCommnercial IDivision

Montreal, Octoher 29, 2014

Prterit: The IlcnouraU hlr, Jusliec MartinCtt.qtehauny, IS

IN THE NUTTER OF THE COMAAMES'CREDITORS :114.1LINGENENT ACT, R-S.C.1985, e- C-36, AMENDEnt

QUEBEC LITII1Ultti INC., QLI NIETAUX INC.,R11 ENERGY INC,, AND SIROCCO NIININGINC,

PetNinier3

KPIYIG INC,

Monitor

SECOND AMENDED AND RESTATED INITIAL ORDER

i ha RE.,'AD.11•;(.; Petitior.L13' v." Amend the Antended Initial Order pun-want

CO the -C1..truparil4'y Crojltors .--irrcargement .‘ict, 19g5, C-36, (as attended the ''CC: A")

f-ird the the affidavit of Ale3stirKtri) Bitch sy;orn OetoIyr 19, 201,1 illzd in !.;upport

titer-12cl' /,-the "Petition"), Il c ,:oncrtt Inc, to ...let as rnonit.or (tile `Alonitor"), rt,1Fying

upon th: ,sc..brinssicos of courist,:.) for 114.: the !vioni•Ithr., the fr.c•-,.:.rirn 1_0(11?,:.

the. 13:ink or sccdia .Aaj,ecit Lead Arrang.er (Ole ard

Adviwt.! lout EQ were eta

prior irtt3 ice of rres.-cn I i•ti ion of r,Iic

- 2 -

GIVEN the provisions of the CCAA;

WHEREFORE, THE COURT:

1. GRANTS the Petition.

2. ISSUES an order pursuant to the CCAA (the "Order"), divided under the following

headings:

• Service

• Application of the CCAA

• Effective Time

• Plan of Arrangement

• Procedural Consolidation

▪ Stay of Proceedings against the Petitioners and the Property

• Stay of Proceedings against the Directors and Officers

• Possession of Property and Operations

• No Exercise of Rights or Remedies;

• No Interference with Rights

• Continuation of Services

• Non-Derogation of Rights

▪ Interim Financing (DIP)

• Directors' and Officers' Indemnification and Charge

• Key Employee Retention Program

• Restructuring

• Powers of the Monitor

• Priorities and General Provisions Relating to CCAA Charges

• General

- 3 -

Service

3. DECLARES that sufficient prior notice of the presentation of this Petition has been

given by the Petitioners to interested parties, including the secured creditors who are

likely to be affected by the charges created herein.

Application of the CCAA

4. DECLARES that the Petitioners are debtor companies to which the CCAA applies and

that the terms of the Amended and Restated Initial Order dated October 15, 2014 (the

"Initial Order") are hereby amended and restated by the terms of this Second Amended

and Restated Initial Order, provided that (i) the relief originally granted under the Initial

Order and Op any and all actions taken by, or on behalf of the Petitioners, the Monitor,

the Interim Lender or the Agent pursuant to the terms of the Initial Order and prior to the

granting of this Order, are hereby validated.

Effective time

5. DECLARES that this Order and all of its provisions are effective as of 12:01 a.m.

Montreal time, province of Quebec, on the date of this Order (the "Effective Time").

Plan of Arrangement

6. DECLARES that the Petitioners shall have the authority to file with this Court and to

submit to their creditors one or more plans of compromise or arrangement (collectively,

the "Plan") in accordance with the CCAA.

Procedural Consolidation

7. ORDERS that the consolidation of these CCAA proceedings in respect of the Petitioners

shall be for administrative purposes only and shall not effect a consolidation of the assets

and property of each of the Petitioners including, without limitation, for the purposes of

any Plan or Plans that may be hereafter proposed.

- 4 -

Stay of Proceedings against the Petitioners and the Property

8. ORDERS that, until and including November 13, 2014, or such later date as the Court

may order (the "Stay Period"), no proceeding or enforcement process in any court or

tribunal (each, a "Proceeding') shall be commenced. or continued against or in respect of

the Petitioners, or affecting the Petitioners' business operations and activities (the

"Business") or the Property (as defined herein below), including as provided in

paragraph 11 hereinbelow except with leave of this Court. Any and all Proceedings

currently under way against or in respect of the Petitioners or affecting the Business or

the Property are hereby stayed and suspended pending further order of this Court, the

whole subject to subsection 11.1 CCAA.

8.1 ORDERS that the rights of Her Majesty in right of Canada and Her Majesty in right of a

Province are suspended in accordance with the terms and conditions of

subsection 11.09 CCAA.

Stay of Proceedings against the Directors and Officers

9. ORDERS that during the Stay Period and except as permitted under subsection 11.03(2)

of the CCAA, no Proceeding may be commenced, or continued against any former,

present or future director or officer of the Petitioners nor against any person deemed to be

a director or an officer of any of the Petitioners under subsection 11.03(3) CCAA (each, a

"Director", and collectively the "Directors") in respect of any claim against such

Director which arose prior to the Effective Time and which relates to any obligation of

the Petitioners where it is alleged that any of the Directors is under any law liable in such

capacity for the payment of such obligation.

Possession of Property and Operations

10. ORDERS that the Petitioners shall remain in possession and control of their present and

future assets, rights, undertakings and properties of every nature and kind whatsoever,

and wherever situated, including all proceeds thereof (collectively the "Property"), the

- 5 -

whole in accordance with the terms and conditions of this order including, but not

limited, to paragraph 33 hereof.

No Exercise of Rights or Remedies

11. ORDERS that during the Stay Period, and subject to, inter alia, subsection 11.1 CCAA,

all rights and remedies of any individual, natural person, firm, corporation, partnership,

limited liability company, trust, joint venture, association, organization, governmental

body or agency, or any other entity (all of the foregoing, collectively being "Persons"

and each being a "Person") against or in respect of the Petitioners, or affecting the

Business, the Property or any part thereof, are hereby stayed and suspended except with

leave of this Court.

12. DECLARES that, to the extent any rights, obligations, or prescription, time or limitation

periods including, without limitation, to file grievances relating to the Petitioners or any

of the Property or the Business may expire (other than pursuant to the terms of any

contracts, agreements or arrangements of any nature whatsoever), the term of such rights,

obligations, or prescription, time or limitation periods shall hereby be deemed to be

extended by a period equal to the Stay Period. Without limitation to the foregoing, in the

event that the Petitioners, or any of them, become(s) bankrupt or a receiver as defined in

subsection 243(2) of the Bankruptcy and Insolvency Act (Canada) (the "BIA") is

appointed in respect of the Petitioners, the period between the date of the Order and the

day on which the Stay Period ends shall not be calculated in respect of the Petitioners in

determining the 30 day periods referred to in Sections 81.1 and 81.2 of the BIA.

No Interference with Rights

13. ORDERS that during the Stay Period, no Person shall discontinue, fail to honour, alter,

interfere with, repudiate, resiliate, terminate or cease to perform any right, renewal right,

contract, agreement, licence or permit in favour of or held by the Petitioners, except with

the written consent of the Petitioners and the Monitor, or with leave of this Court.

- 6 -

Continuation of Services

14. ORDERS that during the Stay Period and subject to paragraph 15 hereof and subsection

11.01 CCAA, all Persons having verbal or written agreements with the Petitioners or

statutory or regulatory mandates for the supply of goods or services, including without

limitation all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation, utility or other goods or

services nint-IP 1,, tilable to the Petitioners, are hereby restrained until further order of this

Court from discontinuing, altering, interfering with or terminating the supply of such

goods or servier Ls may be required by the Petitioners, and that the Petitioners shall be, continued use of their current premises, telephone numbers, facsimile

...omet addresses, domain names or other services, provided in each case that

the --orr--,1 prices or charges for all such goods or services received after the date of the

the Petitioners, without having to provide any security deposit or any

other security, in accordance with normal payment practices of the Petitioners or such

other practices as may be agreed upon by the supplier or service provider and the

Petitioners, with the consent of the Monitor, or as may be ordered by this Court.

15. ORDERS that, notwithstanding anything else contained herein and subject to subsection

11.01 CCAA, no Person shall be prohibited from requiring immediate payment for

goods, services, use of leased or licensed property or other valuable consideration

provided to the Petitioners on or after the date of this Order, nor shall any Person be

under any obligation on or after the date of the Order to make further advance of money

or otherwise extend any credit to the Petitioners.

16. ORDERS that, without limiting the generality of the foregoing and subject to Section 21

of the CCAA, if applicable, cash or cash equivalents placed on deposit by any Petitioner

with any Person during the Stay Period, whether in an operating account or otherwise for

itself or for another entity, shall not be applied by such Person in reduction or repayment

of amounts owing to such Person as of the date of the Order or due on or before the

expiry of the Stay Period or in satisfaction of any interest or charges accruing in respect

thereof; however, this provision shall not prevent any financial institution from:

- 7 -

(i) reimbursing itself for the amount of any cheques drawn by a Petitioner and properly

honoured by such institution, or (ii) holding the amount of any cheques or other

instruments deposited into a Petitioner's account until those cheques or other instruments

have been honoured by the financial institution on which they have been drawn.

Non-Derogation of Rights

17. ORDERS that, notwithstanding the foregoing, any Person who provided any kind of

letter of credit, guarantee or bond (the "Issuing Party") at the request of the Petitioners

shall be required to continue honouring any and all such letters, guarantees and bonds,

issued on or before the date of the Order, provided that all conditions under such letters,

guarantees and bonds are met save and except for defaults resulting from this Order;

however, the Issuing Party shall be entitled, where applicable, to retain the bills of lading

or shipping or other documents relating thereto until paid.

Interim Financing (DIP)

18. ORDERS that, notwithstanding the amount of the Interim Lender Charge (as defined

hereinafter), the Petitioners be and are hereby authorized to borrow, repay and reborrow

from Hale Capital Partners (the "Interim Lender") such amounts from time to time as

Petitioners may consider necessary or desirable, up to a maximum principal amount of

U.S.$13,000,000 outstanding at any time, on the terms and conditions as set forth in the

Interim Financing Term Sheet, as amended on October 20, 2014, attached hereto as

Schedule "A" (collectivelly the "Interim Financing Term Sheer) and in the Interim

Financing Documents (as defined hereinafter), to fund the ongoing expenditures of the

Petitioners and to pay such other amounts as are permitted by the terms of this Order and

the Interim Financing Documents (as defined hereinafter) (the "Interim Facility"). The

Court declares that the Interim Financing Term Sheet is binding upon the Petitioners and

is opposable to any third party.

19. ORDERS that the Petitioners are hereby authorized to execute and deliver such credit

agreements, security documents and other definitive documents (collectively the

- 8 -

"Interim Financing Documents") as may be required by the Interim Lender in

connection with the Interim Facility and the Interim Financing Term Sheet, and the

Petitioners are hereby authorized to perform all of their obligations under the Interim

Financing Documents.

20. ORDERS that the Petitioners shall pay to the Interim Lender, when due, all amounts

owing (including principal, interest, fees and expenses, including without limitation, all

reasonable fees and disbursements of counsel and all other reasonably required advisers

to or agents of the Interim Lender on a full indemnity basis (the "Interim Lender

Expenses")) under the Interim Financing Documents and shall perform all of their other

obligations to the Interim Lender pursuant to the Interim Financing Term Sheet, the

Interim Financing Documents and the Order.

21. DECLARES that all of the Property of the Petitioners is hereby subject to a charge and

security for an aggregate amount of $22,000,000 (the "Interim Lender Charge") in

favour of the Interim Lender as security for all obligations of the Petitioners to the

Interim Lender with respect to all amounts owing (including principal, interest, fees and

the Interim Lender Expenses) under or in connection with the Interim Financing Term

Sheet and the Interim Financing Documents. The Interim Lender Charge shall have the

priority established by paragraphs 46-47 of this Order.

22. ORDERS that the claims of the Interim Lender pursuant to the Interim Financing

Documents shall not be compromised or arranged pursuant to the Plan or these

proceedings and the Interim Lender, in that capacity, shall be treated as an unaffected

creditor in these proceedings and any Plan.

23. ORDERS that the Interim Lender may:

(a) notwithstanding any other provision of this Order, take such steps from time to time

as it may deem necessary or appropriate to register, record or perfect the Interim

Lender Charge and the Interim Financing Documents in all jurisdictions where it

deems it is appropriate; and

- 9 -

(b) notwithstanding the terms of the paragraph to follow, refuse to make any advance to

Petitioners if the Petitioners fail to meet the provisions of the Interim Financing

Term Sheet and the Interim Financing Documents.

24. ORDERS that the Interim Lender shall not take any enforcement steps under the Interim

Financing Documents or the Interim Lender Charge without providing at least 5 business

days written notice (the "Notice Period") of a default thereunder to the Petitioners, the

Monitor and to creditors whose rights are registered or published at the appropriate

registers or requesting a copy of such notice. Upon expiry of such Notice Period, the

Interim Lender shall be entitled to take any and all steps under the Interim Financing

Documents and the Interim Lender Charge and otherwise permitted at law, but without

having to send any demands under Section 244 of the 13IA.

25. ORDERS that, subject to further order of this Court, no order shall be made varying,

rescinding, or otherwise affecting paragraphs 18-24 hereof unless either (a) notice of a

motion for such order is served on the Interim Lender by the moving party within seven

(7) days after that party was served with this Order or (b) the Interim Lender applies for

or consents to such order.

26. ORDERS that no amendments to the Interim Financing Term Sheet and the Interim

Lender Charge, including, without limitation, no increase of the amount of the Interim

Facility and the Interim Lender Charge, shall be authorized without approval of this

Court on not less than five (5) business days notice to the Agent, the Interim Lender and

the Monitor.

Directors' and Officers' Indemnification and Charge

27. ORDERS that the Petitioners shall indemnify. their Directors from all claims relating to

any obligations or liabilities they may incur and which have accrued by reason of or in

relation to their respective capacities as directors or officers of the Petitioners after the

Effective Time, except where such obligations or liabilities were incurred as a result of

such directors' or officers' gross negligence, wilful misconduct or gross or intentional

fault as further detailed in Section 11.51 CCAA.

-10-

28. ORDERS that the Directors of the Petitioners shall be entitled to the benefit of and are

hereby granted a charge and security in the Property to the extent of the aggregate

amount of $1,500,000 (the "Directors' Charge), as security for the indemnity provided

in paragraph 27 of this Order as it relates to obligations and liabilities that the Directors

may incur in such capacity after the Effective Time, The Directors' Charge shall have

the priority set out in paragraphs 46-47 of this Order.

29. ORDERS that, notwithstanding any language in any applicable insurance policy to the

contrary, (a) no insurer shall be entitled to be subrogated to or claim the benefit of the

Directors' Charge, and (b) the Directors shall only be entitled to the benefit of the

Directors' Charge to the extent that they do not have coverage under any directors' and

officers' insurance policy, or to the extent that such coverage is insufficient to pay

amounts for which the Directors are entitled to be indemnified in accordance with

paragraph 27 of this Order.

Key Employee Retention Program

30. ORDERS that the Key Employee Retention Program (the "KERP") as attached as

Confidential Exhibits R-47 and R-47A to the Petition, between the Petitioners and certain

key employees listed therein (collectively, the "Key Employees") be and is hereby

approved and given full force and effect in accordance with their terms and the

Petitioners are hereby directed to make the payment provided for thereunder when due

subject to the availability of the Interim Facility, as applicable.

31. ORDERS that the Key Employees shall be entitled to the benefit of and are hereby

granted a charge (the "KERP Charge) on the Property, which charge shall not exceed

an aggregate amount of $760,000, as security for the obligations of the Petitioners to the

Key Employees under the KERP. The KERP Charge shall have the priority set out in

paragraphs 46-47 of this Order.

32. ORDERS that the KERP, which is attached as Confidential Exhibits R-47 and R-47A to

the Petition, shall be sealed, kept confidential and not form part of the public record, but

rather shall be placed, separate and apart from all other contents of the Court file, in a

sealed envelope attached to a notice that sets out the title of these proceedings and a

statement that the contents are subject to a sealing order and shall only be opened upon

further Order of the Court.

RESTRUCTURING

33. DECLARES that, to facilitate the orderly restructuring of their business and financial

affairs (the "Restructuring") but subject to such requirements as are imposed by the

CCAA, the Petitioners shall have the right, subject to approval of the Monitor or further

order of the Court, to:

(a) permanently or temporarily cease, downsize or shut clown any of their

operations or locations as they deem appropriate and make provision for the

consequences thereof in the Plan;

(b) pursue all avenues to finance or refinance, market, convey, transfer, assign or in

any other manner dispose of the Business or Property, in whole or part, subject

to further order of the Court and sections 11,3 and 36 CCAA, and under reserve

of subparagraph (c);

(c) convey, transfer, assign, lease, or in any other manner dispose of the Property,

outside of the ordinary course of business, in whole or in part, provided that the

Interim Lender has provided its prior written consent, and subject to the terms of

the Interim Facility, and that the price and value in each case does not exceed

$50,000 or $200,000 in the aggregate and subject to the rights of lessors under

equipment leases;

(d) terminate the employment of such of their employees or temporarily or

permanently lay off such of their employees as they deem appropriate and, to

the extent any amounts in lieu of notice, termination or severance pay or other

amounts in respect thereof are not paid in the ordinary course, make provision,

on such terms as may be agreed upon between the Petitioner(s) and such

employee, or failing such agreement, make provision to deal with, any

(e)

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consequences thereof in the Plan, as the Petitioners may determine;

subject to the provisions of section 32 CCAA, disclaim or resiliate, any of their

agreements, contracts or arrangements of any nature whatsoever, with such

disclaimers or resiliation to be on such terms as may be agreed between the

Petitioners and the relevant party, or failing such agreement, to make provision

for the consequences thereof in the Plan; and

(f) subject to section 11.3 CCAA, assign any rights and obligations of Petitioners.

34. DECLARES that, if a notice of disclaimer or resiliation is given to a landlord of any of a

Petitioner pursuant to section 33 of the CCAA. and subsection 33(e) of this Order, then

(a) during the notice period prior to the effective time of the disclaimer or resiliation, the

landlord may show the affected leased premises to prospective tenants during normal

business hours by giving such Petitioner and the Monitor 24 hours prior written notice

and (b) at the effective time of the disclaimer or resiliation, the landlord shall be entitled

to take possession of any such leased premises and re-lease any such leased premises to

third parties on such terms as any such landlord may determine without waiver of, or

prejudice to, any claims or rights of the landlord against the Petitioners, provided nothing

herein shall relieve such landlord of their obligation to mitigate any damages claimed in

connection therewith.

35. ORDERS that the Petitioners shall provide to any relevant landlord notice of the

Petitioners' intention to remove any fittings, fixtures, installations or leasehold

improvements at least seven (7) days in advance. If a Petitioner has already vacated the

leased premises, it shall not be considered to be in occupation of such location pending

the resolution of any dispute between such Petitioner and the landlord.

36. DECLARES that, in order to facilitate the Restructuring, the Petitioners may, subject to

the approval of the Monitor, or further order of the Court, settle claims of customers and

suppliers that are in dispute,

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37. DECLARES that, pursuant to sub-paragraph 7(3)(c) of the Personal Information

Protection and Electronic Documents Act, S.C. 2000, c.5, the Petitioners are permitted, in

the course of these proceedings, to disclose personal information of identifiable

individuals in their possession or control to stakeholders or prospective investors,

financiers, buyers or strategic partners and to their advisers (individually, a "Third

Party"), but only to the extent desirable or required to negotiate and complete the

Restructuring or the preparation and implementation of the Plan or a transaction for that

purpose, provided that the Persons to whom such personal information is disclosed enter

into confidentiality agreements with the Petitioners binding them to maintain and protect

the privacy of such information and to limit the use of such information to the extent

necessary to complete the transaction or Restructuring then under negotiation. Upon the

completion• of the use of personal information for the limited purpose set out herein, the

personal information shall be returned to the Petitioners or destroyed. In the event that a

Third Party acquires personal information as part of the Restructuring or the preparation

or implementation of the Plan or a transaction in furtherance thereof, such Third Party

may continue to use the personal information in a manner which is in all respects

identical to the prior use thereof by the Petitioners.

38. ORDERS that:

(a) The Petitioners shall conduct a sale and investor solicitation process ("SISP")

on Willis to be approved by the Court. The SISP shall provide that the Agent,

Interim Lender and their advisors shall be entitled to receive copies of all bidder

information and all written offers submitted to the Petitioners and the Monitor in

connection with the SISP in a timely manner and on a confidential basis;

(b) The Petitioners shall consult with the Agent, the Interim Lender and the Monitor

in the development of the SISP, including the role and responsibilities of any

professionals that may be engaged in connection therewith;

(c) The SISP shall contemplate that the targeted closing of any successful

transaction is to be completed by no later than April 15, 2015; and

- 14 -

(d) The Monitor shall organize weekly update calls with senior management of the

Petitioners, the Agent, Interim Lender and their advisors to discuss material

matters relating to these proceedings.

POWERS OF THE MONITOR

39. ORDERS that KPMG Inc. is hereby appointed to monitor the business and financial

affairs of the Petitioners as an officer of this Court (the "Monitor") and that the Monitor,

in addition to the prescribed powers and obligations, referred to in Section 23 of the

CCAA:

(a) shall, without delay, (i) publish once a week for two (2) consecutive weeks or as

otherwise directed by the Court, in La Presse and the Globe & Mail National

Edition and (ii) within five (5) business days after the date of this Order (A) post

on the Monitor's website (the "Website") a notice containing the information

prescribed under the CCAA, (B) make this Order publicly available in the

manner prescribed under the CCAA, (C) send, in the prescribed manner, a

notice to all known creditors having a claim against a Petitioner of more than

$1,000, advising them that the Order is publicly available, and (D) prepare a list

showing the names and addresses of such creditors and the estimated amounts

of their respective claims, and make it publicly available in the prescribed

manner, all in accordance with Section 23(1)(a) of the CCAA and the

regulations made thereunder;

(b) shall monitor the Petitioners' receipts and disbursements;.

(c) shall assist the Petitioners, to the extent required by the Petitioners, in dealing

with their creditors and other interested Persons during the Stay Period;

(d) shall assist the Petitioners, to the extent required by the Petitioners, with the

preparation of their cash flow projections and any other projections or reports

and the development, negotiation and implementation of the Plan;

- 15 -

(e) shall advise and assist the Petitioners, to the extent required by the Petitioners,

to review the Petitioners' business and assess opportunities for cost reduction,

revenue enhancement and operating efficiencies;

(f) shall assist the Petitioners, to the extent required by the Petitioners, with the

Restructuring and in their negotiations with their creditors and other interested

Persons and with the holding and administering of any meetings held to

consider the Plan;

(g) shall report to the Court on the state of the business and financial affairs of the

Petitioners or developments in these proceedings or any related proceedings

within the time limits set forth in the CCAA and at such time as considered

appropriate by the Monitor or as the Court may order and may file consolidated

Reports for the Petitioners;

(h) shall report to this Court and interested parties, including but not limited to

creditors affected by the Plan and the Interim Lender, with respect to the

Monitor's assessment of, and recommendations with respect to, the Plan;

(i) may retain and employ such agents, advisers and other assistants as are

reasonably necessary for the purpose of carrying out the terms of this Order,

including, without limitation, one or more entities related to or affiliated with

the Monitor;

may engage legal counsel to the extent the Monitor considers necessary in

connection with the exercise of their powers or the discharge of their obligations

in these proceedings and any related proceeding, under the Order or under the

CCAA;

(k) may act as a "foreign representative of any of the Petitioners or in any other

similar capacity in any insolvency, bankruptcy or reorganisation proceedings

outside of Canada;

- 16 -

(1) may give any consent or approval as may be contemplated by the Order or the

CCAA; and

(m) may perform such other duties as are required by the Order or the CCAA or by

this Court from time to time.

Unless expressly authorized to do so by this Court, the Monitor shall not otherwise

interfere with the business and financial affairs carried on by the Petitioners, and the

Monitor is not empowered to take possession of the Property nor to manage any of the

business and financial affairs of the Petitioners.

40, ORDERS that the Petitioners and their Directors, officers, employees and agents,

accountants, auditors and all other Persons having notice of the Order shall forthwith

provide the Monitor with unrestricted access to all of the Business and Property,

including, without limitation, the premises, books, records, data, including data in

electronic form, and all other documents of the Petitioners in connection with the

Monitor's duties and responsibilities hereunder.

41. DECLARES that the Monitor 'may provide creditors and other relevant stakeholders of

the Petitioners with information in response to requests made by them in writing

addressed to the Monitor and copied to the Petitioners' counsel. In the case of

information that the Monitor has been advised by the Petitioners is confidential,

proprietary or competitive, the Monitor shall not provide such information to any Person,

other than the Interim Lender, without the consent of the Petitioners unless otherwise

directed by this Court.

42. DECLARES that if the Monitor, in its capacity as Monitor, carries on the business of the

Petitioners or continues the employment of the Petitioners' employees, the Monitor shall

benefit from the provisions of section 11.8 of the CCAA.

43. DECLARES that no action or other proceedings shall be commenced against the

Monitor relating to its appointment, its conduct as Monitor or the carrying out of the

- 17 -

provisions of any order of this Court, except with prior leave of this Court, on at least

seven days notice to the Monitor and its counsel. The entities related to or affiliated with

the Monitor referred to in subparagraph 39(i) hereof shall also be entitled to the

protection, benefits and privileges afforded to the Monitor pursuant to this paragraph.

44. ORDERS that the Petitioners shall pay the reasonable fees and disbursements of the

Monitor, the Monitor's legal counsel, the Petitioners' legal counsel, and other advisers,

directly related to these proceedings, the Plan and the Restructuring, whether incurred

before or after this Order. In addition, the Petitioners shall pay a retainer in the amount of

• $100,000 and any such further amounts as may be ordered by the Court to independent

counsel to the Directors. The Petitioners shall pay the reasonable fees and disbursements

of the Agent's legal counsel and advisors up to a maximum total amount of $250,000,

payable in the amount of no more than $50,000 per month (including an initial retainer of

$50,000) and the Agent shall be entitled to apply any excess amounts to its indebtedness

pursuant to its credit documentation. Nothing in this paragraph ,is meant to limit or

derogate from the ability of the Agent to recover any unpaid professional fees in excess

of the amounts provided for above under its loan and security documents.

45, DECLARES that the Monitor, the Monitor's legal counsel, the Petitioners'. legal counsel,

and the Petitioners' respective advisers, as security for the professional fees arid

disbursements incurred both before and after the making of this Order and directly related

to these proceedings, the Plan and the Restructuring, and the Agent's counsel and

advisors to the extent of paragraph 44 above, be entitled to the benefit of and are hereby

granted a charge and security in the Property to the extent of the aggregate amount of

$1,000,000 (the "Administration Charge), having the priority established by

paragraphs 46-47 of this Order.

Priorities and General Provisions Relating to CCAA Charges

46. DECLARES that the priorities of the Administration Charge, the Interim Lender Charge,

the Directors' Charge and the KERP Charge (collectively, the "CCAA Charges"), as

between them with respect to any Property to which they apply, shall be as follows:

- 18 -

(a) first, the Administration Charge;

(b) second, the Interim Lender Charge;

(d) third, the Directors' Charge; and

(e) foUrth, the KERP Charge.

47. DECLARES that each of the CCAA Charges shall rank in priority to any and all other

hypothecs (including legal hypothecs arising from the construction or renovation of a

Petitioners' immovable), mortgages, liens, security interests, priorities, charges,

encumbrances, construction liens or security of whatever nature or kind (collectively, the

"Encumbrances") affecting the Property charged by such Encumbrances, except for: (a)

the BNS Cash Collateral Charge (as defined below), (b) equipment leases subject to any

further order of this Court, and (c) any monies held at BNS (as defined below) in the

bank account bearing No. 476961556916 at BNS' branch located at 20 Queen Street

West, 4th Floor, Toronto, Ontario, M5H 3R3.

48. ORDERS that, except as otherwise expressly provided for herein, the Petitioners shall

not grant any Encumbrances in or against any Property that rank in priority to, or pari

passu with, any of the CCAA Charges unless the Petitioners obtain the prior written•

consent of the Monitor, the Interim Lender and the prior approval of the Court.

49. DECLARES that each of the CCAA Charges shall attach, as of the Effective Time, to all

present and future Property of the Petitioners, notwithstanding any requirement for the

consent of any party to any such charge or to comply with any condition precedent.

50. DECLARES that the CCAA. Charges and the rights and remedies of the beneficiaries of

the CCAA Charges, as applicable, shall be valid and enforceable and not otherwise be

limited or impaired in any way by (i) these proceedings and the declarations of

insolvency made herein; (ii) any application(s) for bankruptcy order(s) issued pursuant to

13IA, or any bankruptcy order made pursuant to such applications or any assignments in

- 19 -

bankruptcy made or deemed to be made in respect of any Petitioner; or (iii) any negative

covenants, prohibitions or other similar provisions' with respect to borrowings, incurring

debt or the creation of Encumbrances, contained in any agreement, lease, sub-lease or

other arrangement which binds the Petitioners (a "Third Party Agreement"), and

notwithstanding any provision to the contrary in any Third Party Agreement:

a. the creation of any of the CCAA Charges shall not create nor be deemed to

constitute a breach by the Petitioners of any Third Party Agreement to which any

Petitioner is a party; and

b. the beneficiaries of the CCAA Charges shall not have any liability to any Person

whatsoever as a result of any breach of any Third Party Agreement caused by or

resulting from the creation of the CCAA Charges.

51. DECLARES that notwithstanding: (i) these proceedings and the declarations of

insolvency made herein; (ii) any application(s) for bankruptcy order(s) issued pursuant to

BIA, or any bankruptcy order made pursuant to such applications or any assignments in

bankriiptcy made or deemed to be made in respect of any Petitioner, and (iii) the

provisions of any federal or provincial statute, the payments or disposition of Property

made by the Petitioner pursuant to this Order and the granting of the CCAA Charges, do

not and will not constitute settlements, fraudulent preferences, fraudulent conveyances or

other challengeable or reviewable transactions or conduct meriting an oppression remedy

under any applicable law.

52. DECLARES that the CCAA Charges shall be valid and enforceable as against all

Property of the Petitioners and against all Persons, including, without limitation, any

trustee in bankruptcy, receiver, receiver and manager or interim receiver of the

Petitioners.

53. ORDERS that the CCAA Charges over leases of immovable and real property in Canada

shall only be charges in the Petitioners' interests in such immovable and 'real property

leases.

-20-

54. ORDERS that, in respect of certain pre-filing letters of credit issued by The Bank of

Nova Scotia ("BNS") and pre-filing credit card and other cash management services

provided to the Petitioners and certain Persons related to the Petitioners, secured by cash

collateral (the "LC Cash Collateral") maintained by BNS in an aggregate principal

amount of CDN$4,001,420 (the "LC Exposure), the CCAA Charges, as may attach to

the LC Cash Collateral, including by operation of law or otherwise, (a) shall rank junior

in priority to the liens, security, charges and security interests currently existing in favour

of BNS over the LC Cash Collateral (the "BNS Cash Collateral Charge") and (b) shall

attach to the LC Cash Collateral only to the extent of the rights of the Petitioners to the

return of any LC Cash Collateral from BNS following (i) the payment and satisfaction of

all LC Exposure and (ii) the exercise by BNS of any rights in respect of the LC Cash

Collateral pursuant to Section 21 of the CCAA, notwithstanding anything to the contrary

contained herein.

General

55. ORDERS that no Person shall commence, proceed with or enforce any Proceedings

against any of the Directors, employees, legal counsel or financial advisers of the

Petitioners or of the Monitor in relation to the Business or Property of the Petitioners,

without first obtaining leave of this Court, upon five (5) days written notice to the

Petitioners' counsel, the Interim Lender's counsel and to all those referred to in this

paragraph whom it is proposed be named in such Proceedings.

56. DECLARES that the Order and any proceeding or affidavit leading to the Order, shall

not, in and of themselves, constitute a default or failure to comply by the Petitioners

under any statute, regulation, licence, permit, contract, permission, covenant, agreement,

undertaking or other written document or requirement.

57. DECLARES that, except as otherwise specified herein, the Petitioners and the Monitor

are at liberty to serve any notice, proof of claim form, proxy, circular or other document

in connection with these proceedings by forwarding copies by prepaid ordinary mail,

courier, personal delivery or electronic transmission to Persons or other appropriate

- 21 -

parties at their respective given addresses as last shown on the records of the Petitioners

and that any such service shall be deemed to be received on the date of delivery if by

personal delivery or electronic transmission, on the following business day if delivered

by courier, or three business days after mailing if by ordinary mail.

58. DECLARES that the Petitioners and any party to these proceedings may serve any court

materials in these proceedings on all represented parties electronically, by emailing a

PDF or other electronic copy of such materials to counsels' ernail addresses, provided

that the Petitioners shall deliver "hard copies" of such materials upon request to any party

as soon as practicable thereafter.

58.1 ORDERS that the Senior Lenders Facility (Exhibit R-48 to the Motion for the Issuance

of an Initial Order) and the Schedule D to the Pre-Filing Report of the Proposed Monitor,

shall be sealed, kept confidential and not form part of the public record, but rather shall

be placed, separate and apart from all other contents of the Court file, in a sealed

envelope attached to a notice that sets out the title of these proceedings and a statement

that the contents are subject to a sealing order and shall only be opened upon further

Order of the Court.

59. DECLARES that, unless otherwise provided herein, under the CCAA, or ordered by this

Court, no document, order or other material need be served on any Person in respect of

these proceedings, unless such Person has served a Notice of Appearance on the solicitors

for the Petitioners and the Monitor and has filed such notice with this Court, or appears

on the service list prepared by the monitor or their attorneys, save and except when an

order is sought against a Person not previously involved in these proceedings.

60. DECLARES that the Petitioners or the Monitor may, from time to time, apply to this

Court for directions concerning the exercise of their respective powers, duties and rights

hereunder or in respect of the proper execution of the Order on notice only to each other.

Notwithstanding the foregoing, any court approval sought in connection with the subject

matter of paragraph 38 of this Order shall be sought on no less than five (5) business days

notice to the Agent, the Interim Lender and the Monitor.

- ?2 -

61. DECLARES that any interested Person may apply to this Court to vary or rescind the

Order or seek other relief upon five (5) days notice to the Petitioners, the Monitor, the

Interim Lender and to any other party likely to be affected by the order sought or upon

such other notice, if any, as this Court may order, such application or motion shall be

filed during the Stay Period ordered by this Order, unless otherwise ordered by this

Court.

62. DECLARES that the Order and all other orders in these proceedings shall have full force

and effect in all provinces and territories in Canada.

63. DECLARES that the Monitor, with the prior consent of the Petitioners, shall be

authorized to apply as it may consider necessary or desirable, with or without notice, to

any other court or administrative body, whether in Canada, the United States of America

or elsewhere, for orders which aid and complement the Order and any subsequent orders

of this Court and, without limitation to the foregoing, an order under Chapter 15 of the

U.S. Bankruptcy Cade, for which the Monitor shall be the foreign representative of the

Petitioners. All courts and administrative bodies of all such jurisdictions are hereby

respectively requested to make such orders and to provide such assistance to the Monitor

as may be deemed necessary or appropriate for that purpose.

64. REQUESTS the aid and recognition of any Court or administrative body in any Province

of Canada and any Canadian federal court or administrative body and, any federal or state

court or administrative body in the United States of America and any court or

administrative body elsewhere, to act in aid of and to be complementary to this Court in

carrying out the terms of the Order.

65. ORDERS the provisional execution of the Order notwithstanding any appeal.

1 7;17onourable artin Castonguay

- 23 -

Sehedule "A"Interim Financing Term Sheet

6434073.3

11* HALE CAPITAL

DIP FACILITY LOAN AGREEMENTDATED AS OF OCTOBER 14, 2014

Execui

WHEREAS the the Borrower (as defined below) has requested, that the DIP Lender (as definedbelow) providefinancing to fund certain of the Borrower's cash requirements during thependency of the CCAA Debtors' (as defined below) proceeding (the "CCAA Proceeding")under the Companies' Creditors Arrarigement Act (Canada) (the "CCAA") to be commencedbefore the Quebec Superior Court (the "CCAA Court") in. accordance with the terms andconditions set out herein;

NOW THEREFORE the parties, and the consideration orthe foregoing and the mutual covenantsrind agreements contained herein (the receipt and sufficiency of which are hereby irrevocablyacknowledged), agree as follows:

Borrower: RB Energy inc. ("Borrower")

CCAA Debtors: RB Energy Inc., Quebec Lithium Inc., QLI Mllaux Inc. and Sirocco Mining Inc.

Guarantors: Quebec Lithium Inc., QLI Metaux Inc. and Sirocco Mining Inc. (collectively, the"Guarantors" and, together with the Borrower, the "Debtors" or "CCAA.Debtors") shall provide unconditional guarantees of payment and not of collectionin form satisfactory to the DJP Lender.

Prior to any Further Advance (as defined below), Chempro Finance Ltd.("Chempro") shall also guarantee the DIP Obligations (as defined below) andshall secure such guarantee by assigning to the DIP Lender all amounts owing to itby Atacama Minerals Chile S.C.M. ("Atacama") and Chempro shrill thereupon beincluded as a "Guarantor".

DIP Lender: Hale Capital Partners L.P. ("HCP") or a limited liability company or otherinvestment vehicle, owned by one nr mnrc affiliates or the DIP Lender to hedesignated prior to the First Closing Date. The obligations of any such designatedlender to fund the DIP Advances (as defined below) shall be guaranteed by HCP.

DIP Facility: The DIP Lender agrees to advance to the Borrower as a super-priority (debtor-in-possession) non-revolving credit facility (the "DIP Facility") up toUS$13 million.

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On the First Closing Date (as defined below), the Borrower will have an initialavailability under the IMF Facility of up -to US$6 million (the "InitialAvailability"). Notwithstanding any other provision hereof, the initial advancepursuant to the Initial Availability (the "First Advance") may be up to the fullamount of the Initial Mailability and in any event shall not be less than US$4million. The First Advance shall be made on the First Closing Date, subject tosatisfaction of the Funding Conditions (as defined below). Any draw under the

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Use of Proceeds:

First ClosingDate:

Evidence ofIndebtedness:

Currency:

Interest Rate:

Initial Availability shall be in a minimum amount of US$1 million.

After the First Advance, the balance of the DIP Facility may be drawn in up tothree trenches of net less than US$1 million (each a "Further Advance") each bythe Borrower providing not less than three days' written notice of each drawdownto the DIP Lender. All advances hereunder (each .a "DIP Advance") are subjectto the conditions of drawdown set out below.

Advances under the DIP Facility shall be deposited into a bank 'account to bedesignated by the Borrower at a financial institution approved by the DTP Lender(the "Borrower's Account") and utilized by the Borrower in accordance with thetens of this Agreement. The parties agree that the Borrower's account inVancouver, B.C. at Canadian Imperial Bank of Commerce ("CIBC") (thespecifics of which shall be provided to the DIP Lender by the. Borrower) is asatisfactory. Borrower's Account.. The Borrower's Account shall be subject to theDIP Lender's Charge and prior to making any Further Advances and the Borrowershall obtain an account control agreement with the depository bank in form andsubstance acceptable to the DIP Lender, acting reasonably.

The proceeds of the DIP Facility shall be used solely by the CCAA Debtors inaccordance with the Agreed Weekly Budgets (as defined below) and may be usedto pay interest, fees and expenses payable under the DIP Facility. No proceedsmay be used for any other purpose except with the prior written approval of theDTP Lender. In particular, the DIP Facility may not be used in connection withany investigation (including discovery proceedings), initiation or prosecution ofany claims, causes of action, adversary proceedings or other litigation against theDIP Lender or its affiliates,

The closing date for the First Advance under the DIP Facility is expected to beOctober 15, 2014 or such later date as all of the conditions to the First Advancehereunder hove been satisfied (the "First Closing Date").

The DIP Lender shall open and maintain accounts and records evidencingadvances and repayments under the DIP Facility and all other amounts owing fromtime to time hereunder. The DIP Lender's accounts and records constitute, in theabsence of manifest error, prima facie evidence of the indebtedness of theBorrower to the DIP Lender pursuant to the DIP Facility.

Unless otherwise slated, all monetary denominations shall be in lawful clammy ofthe United States.

All amounts owing hereunder on account of the principal, overdue interest, feesand expenses shall bear interest at the rate of 1 I% per annum payable in cashmonthly in arrears on the last day of each calendar month. To the extent permittedby law, upon the occurrence of an Event of Default (as defined below), interestshall accrue and be calculated at a rate of 16% per annum.

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Standby Few The Borrower shall pay the DIP Lender a standby fee of 3% per annum on theundrawn portions of the DIP Facility. Such fee shall be calculated daily andpayable monthly in arrears on the last day of each calendar.month.

Other Fces: (a) The Borrower has paid to the DIP. Lender an upfront due diligence fee ofUSSI50,000 (the "Upfront Fee"). This is a non-refundable fee used tocompensate the DIP Lender for its expenses incurred prior to the date Of theFirst Closing but does not include any fees or expenses of its counsel relatingto the drafting, negotiation and court approval of this Agreement and relateddocuments.

(b) On the First Closing Date, the Borrower shall pay to the DIP Lender a non-refundable commitment fee of US$325,000 (being 2.5% of the DIP Facility)from the first advance under the DIP Facility.

(c) If any portion of the DIP Loan is repaid prior to April 15, 2015 or prepaidprior to the Maturity Date, the Borrower will pay to the DIP Lender aprepayment fee equal to 3% of the principal amount repaid or prepaid.

(d) At such lime as the entire DEP Facility has been repaid or cancelled, theBorrower will pay to the DIP Lender a fee of US$800,000 as an exit fee.

Other Costs and Unless already sntisfied by the Upfront Fee, the Borrower shall pay, on or beforeExpenses: the First Closing Date and monthly thereafter, all costs and expenses of the DIP

Lender for nil put-of-pneket due diligence and travel costs and ail reasonable fees,expenses and disbursements of outside counsel, appraisers, field auditors, and anyfinancial consultant in connection with the administration of the DIP Facility afterthe Closing Dale, including any costs and expenses incurred by the DIP Lender inconnection with the enforcement of any of the rights .and remedies availablehereunder or any under the Guarantees or any related security.

Repayment and All amounts owing to the DIP Lender under the DIP Facility shall be due andMaturity Date: payable on the earliest of the occurrence of any of the following:

(i) six months following the First Closing Date;

(ii) the implementation of a plan of compromise or arrangement within theCCAA proceedings (a "Plan") which has been approved by the requisitemajorities of the Borrower's creditors and by order entered by the CCAAcourt (thc "Sanction Order') and by the DIP Lender;

(iii) conversion of the CCAA proceeding into a proceeding under theBankruptcy and insolvency Act (Canada) (the "MA");

(iv) the completion of the sale of more than 50% of the aggregate assets of theBorrower (on a consolidated basis) (unless the DIP Lender consents tosuch sale and agrees that the DIP Facility shall remain outstanding); and

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(v) an Event of Default (as defined below) in respect of which the DIP Lenderhas elected in its sole dtheretion to accelerate all amounts owing anddemand repayment;

(such earliest dale the "Maturity Date"),

The DIP Lender's commitment lo snake further advances under the DIP Facilityshall expire nn the Maturity Date and all amounts outstanding under the DIPFacility shall be permanently and indefeasibly repaid no later than the MaturityDate without the DIP Lender being required to make demand upon the Borroweror other parties or to give notice that the DIP Facility has expired and that theobligations thereunder arc due and payable, except as they would be required bythe Priority Order. The Sanction Order shall not discharge or otherwise affect inany way any of the obligations of the Borrower or the Guarantors to the DIPLender under the DIP Facility other than atter the permanent and indefeasiblepayment in cash to the DIP Lender of all obligations under the DIP Facility on orbefore the date that the Plan is implemented, including without limitation, the exitfee.

Mandatory Unless the DIP Lender consents otherwise, the Borrower is required to prepayPrepayments: amounts outstanding under the Facility:

upon the receipt of net cash proceeds from the issuance by the Borrower orany of its subsidiaries (other than Atacama) of any indebtedness forborrowed money;

(ii) upon receipt of insurance proceeds or expropriation awerds by theBorrower of any of its subsidiaries (other than Atacama) unless theproceeds are reinvested to repair or replace such assets prior to the earlierof the Maturity Date and 180 days following the receipt of such proceeds;

(iii) upon receipt of net cash proceeds from the sale of any of the Collateral (asdefined below) except for sales of inventory in the ordinary course ofbusiness by the Borrower or any of its subsidiaries;

(iv) upon receipt of any extraordinary payments such as tax refunds by theBorrower or any of its subsidiaries (other than Atacama);

(v) upon receipt of net cash proceeds from the sale of any equity interests inthe Borrower or any of its subsidiaries or the receipt of capitalcontributions by the Borrower or any of its subsidiaries.

Any prepayment required hereunder shall be a permanent reduction of the DIPFacility and may not be reborrowed without the written consent of the DIP Lenderin its sole discretion. Any prepayments prior to the Maturity Date will be subjectto the prepayment fee of3% referred to above,

Optional The DIP Loan may be repaid at any time, in whole or in part, prior to the MaturityPage 4

Prepayment: Date on not less than two business days' notice to the DIP Lender provided thatany such payment shall he subject to a pro role share of the exit fee referred toabove, the prepayment fee referred to above and the satisfaction of all accruedinterest thereon.

DIP Lender All payments to the DIP Lender shall be made by wire transfer to the accountAccount: specified in writing to the Borrower from time to time.

Agreed Budgets; Attached hereto is a rolling 26 week period detailed budget (the "Agreed WeeklyBudget") which is in form and substance satisfactory to the DIP Lender. The DIPLender may require changes to the format of budget and the details providedtherein including, without limitation, information on a line item basis as to (i)projected cash receipts and (ii) projected disbursements (including ordinary courseoperating expenses, restructuring expenses, including professional fees), capitaland maintenance expenditures.

On the Thursday of each week, the Borrower shall provide to the DP Lender avariance report (the "Weekly Budget Variance Report") showing on a line-byline basis actual receipts and disbursements and the total available liquidity for thelast day of the prior week for the cumulative period since the commencement ofthe CCAA proceeding and for a rolling cumulative four week period once theCCAA Proceedings have been pending for four weeks and rioting therein allvariances on a line-by-tine basis from the amounts in the Agreed Weekly Budgetand shall include explanations for all material variances and shall be certified bythe Chief Financial Officer of the Borrower. The first Weekly Budget VarianceReport shall be delivered on Thursday, October 23,2014.

The Borrower may from time to time present to the DIP Lender a revised 26 weekdetailed budget substantially in the form of the current Agreed Weekly Budget,which revised budget shall be reviewed by the Monitor (The "Updated WeeklyBudget"). The DIP Lender may, in its discretion, acting reasonably, agree tosubstitute the revised budget for the then current Agreed Weekly Budget in whichease the Updated Weekly Budget shall be thereafter he deemed to be the effectiveAgreed Weekly Budget for the purposes hereof,

Conditions The DIP Lender's agreement to make the First Advance to the Borrower on thePrecedent to DIP First Closing Date and any other DIP Advances pursuant to the Initial AvailabilityAdvances; is subject to the following conditions precedent (the "Funding Conditions") as

determined by the DIP Lender in its sole discretion, acting reasonably:

1) The Borrower's application materials in •connection with its application forthe Initial Order shall be satisfactory to the DIP Lender and such applicationshall be brought before the CCAA Court no later than October 16,2014, onnotice to such parties as are acceptable to the DIP Lender. The Borrowerhas requested that secured parties other than Bank of Nova Scotia ("BNS")and Investenient Quebec will not receive notice of the initial application andthe DIP Lender acknowledges that notice to such parties is impractical at

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this time;

2) The Court shall have issued the Initial Order which must be satisfactory- tothe DIP Lender and the Initial Order shall not have been amended, restatedor modified in a manner that adversely affects the rights or interests of theDIP Lender without the consent of the DIP Lender. For greater certainty,such Order shall approve this Agreement and grant a charge in favour of theDIP Lender (the "IMP Leader's Charge") which ranks ahead of thesecurity granted by the CCAA Debtors to BNS and Investissement Quebecbut not security held by persons who have not received notice or theapplication for the Initial Order (such persons, the "Non-Lender SecuredCreditors") and that such. Initial Order may not be rescinded, amended arrevised without at least five business days' notice to the DIP Lender and itscounsel and shall not stay the rights of the DIP Lender hereunder or underthe DIP Credit Documentation (as defined below). The DIP Lender'sCharge shall apply to all of the property and assets of the CCAA Debtors(other than the LC Collateral (as defined below)) and shall secure allobligations owing by the CCAA Debtors to the DIP Lender hereunder,including without limitation, all principal, interest, fees and amounts owingin respect of expenses (collectively the "DIP Obligations");

3) The DIP Lender shall have received from the Borrower a written request forthe First DIP Advance which shall be executed by an officer of theBorrower and which shall confirm that the representations and warrantiescontained herein are true and correct as of such date;

4) All fees and expenses payable to the DIP Lender have been paid or will bepaid from the proceeds of the requested DIP Advance within such time as isacceptable to the DIP Lender in its discretion;

5) There shall be nu liens ranking in priority to ur puri posse with the DIPLender's Charge other than an administrative charge in an amount not toexceed Cdn. $1 million and Liens (as defined below) in favour of the Non-Lender Secured Creditors and any subordinate court-ordered charges orliens shall be acceptable to the D1P Lcndcr. The D1P Lcndcr acknowledgesand agrees that a charge securing the Debtors' obligation under certain keyemployee retention plans in the aggregate amount of Cdn. 5760,000 and acourt ordered charge scouring the Debtors' obligations to indemnify thedirectors for certain post-filing liabilities in the aggregate amount not toexceed Cdn $1.5 million are acceptable to the DIP Lender; both suchcharges shall be subordinate to the DIP Lender's Charge.

As soon as practical following the First Advance, the DIP Lender's Charge and theLiens shall be registered on all of the assets all= CCAA Debtors.

The DIP Lender's obligation to make any Further Advances to the Borrower issubject to the Funding Conditions continuing to have been satisfied and the

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following conditions, precedent to the Farther. Advances as determined by the DIPLcnder in its sole discretion acting reasonably:

1) A motion for the Priority Order (as defined below), in form satisfactory tothe DIP Lender, shall be served on such parties as required by the DIPLender within three business days of the Initial Order and subsequentlyfiled with the CCAA Court and appropriate notice of the .heating shall begiven to all relevant parties;

2) The CCAA Court shall have issued and entered a further order (the"Priority Order") within l 0 days of the date, on which the Initial Orderwas issued (the "Filing Date") elevating the DIP Lender's Charge inpriority over the security interests of the Non-Lender Secured Creditors, inform and substance satisfactory to the DIP Lender approving thisagreement and the IMP Facility. Without limiting the foregoing, thePriority Order shall provide that the DIP Lender's Charge shall havepriority over all liens, charges, mortgages, encumbrances, security interestsof every kind and nature granted by the CCAA Debtors against any of theundertaking, property or assets of the CCAA Debtors (collectively, the"Liens") subject in priority only to an administrative charge on thecollateral of the CCAA Debtors in an aggregate amount not to exceed $1million and subject to the exclusion of the cash collateral in the amount ofapproximately $4 million (the "LC Cosh Collateral") held by BNS tosecure letters of credit issued by BNS, credit card services provided byBNS and other cash management services provided by BNS (collectively,the "LC Obligations") provided, however, that Bank of Nova Scotia mayonly use such cash collateral for the purposes of satisfying the LCObligations;

3) The Borrower shall be in compliance with any timetables established fromtime to time by it and approved by the Court and the DIP Lender settingout a sales or investment solicitation or similar process for the CCAADebtors;

4) The DIP Credit Documentation (as defined below) shall be satisfactory tothe DIP Lender in its discretion, acting reasonably, and shall have beenexecuted by the parties thereto and the DIP Lender;

5) The DIP Lender shall be satisfied that the Debtors have complied with andare continuing to comply with in all material respects with all applicablelaws, regulations, policies in relation to their property and business, otherthan as may be permitted under any order of the CCAA Court (each a"Court Order") which is satisfactory to the DlP Lender in its discretion,acting reasonably;

6) Tice DIP Lender shall have received fIom the Borrower a written requestfor each DIP Advance not less than two business days prior to the date of

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the DIP Advance which shall be executed by an officer of the Borrowerwhich shall certify the amount requested and that the Borrower is inCompliance with the DIP Credit Documentation and the Court Orders;

7) All amounts due and owing to the DIP Lender at such time shall have beenpaid or shall be paid from the requested DIP Advance;

8) No Event of Default shall have occurred or will occur as a result of therequested DIP Advance;

9) Atacama shall not have incurred any indebtedness or for borrowed moneyin excess of USVIO million, being the amount of indebtedness outstandingat the date hereof. True copies of all credit agreements for Atacama havebeen provided to the DIP Lender;

Ill) The DIP Lender shall he satisfied that the CCAA Debtors own theirrespective material assets with good and marketable title thereto and shallhave received environmental reports confirming that there are no materialenvironmental liabilities or obligations affecting or likely to affect theCollateral;

11) The DIP Lender shalt have received satisfactory opinions of counsel to theCCAA Debtors relating to title to real property of Quebec Lithium Inc. (orsatisfactory title insurance with respect to such property) and such othermatters as the DIP Lender may reasonably require;

12) The DIP Lander shrill have been satisfied that all motions, orders and otherpleadings and related documents filed or submitted to the CCAA Court bythe CCAA Debtors shall be consistent with the terms hereof and all ordersentered by the CCAA Court shall not be inconsistent with or have anadverse impact on the terms of the DIP Facility;

13) Any necessary third party approvals to preserve or perfect the DIPLender's Charge shall have been obtained;

14) There are no Liens ranking in priority to the DIP Lender's Charge otherthan is permitted hereunder;

15) No material portion of the Collateral be lost or stolen; and

16) The Debtors shall be in compliance with all covenants and obligationscontained in this Agreement.

DIP Facility All of the obligations of the CCAA Debtors under or in connection with the DIPSecurity and Facility, this Agreement and any other doeumentation in respect of the DIPDocumentation: Facility that is requested by the DIP Lender (which shall be in form and substance

satisfactory to the DIP Lender in its sole discretion, acting reasonably)(collectively, the "DIP Loan Documents") shall be secured by the DIP Security

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(ns defined below) (together with the DIP Loan Documents, the "DIP CreditDocumentation") and the DIP Lender's Charge granted by the CCAA Court.

The DIP Obligations shall be secured by:

I) The DIP Lender's Charge granted by the CCAA Court;

2) Contractual security and contractual hypothecary documents granted by theCCAA Debtors providing for a security interest/hypothec (the "DIPSecurity") in and lien on all now-owned and hereafter-acquired assets andproperty of each of the Debtors, real and personal, tangible or intangibleand all proceeds therefrom (the "Collateral"), but excluding (i) the LCCash Collateral provided that such .LC Cash Collateral may only be used tosatisfy such LC Obligations, (11) such assets, if any, as the DIP Lender inits discretion determines to be immaterial or to be assets for which the costand other burdens of establishing and perfecting a security interestoutweigh the benefits of establishing and perfecting a security interest, and(iii) other exceptions to be mutually agreed; and

3) Prior to the Further Advances, Chempro shall assign to the DIP Lender itsinterest in the intercompany loans owing to Chempro by Atacama.

The DIP Security shrill be a perfected first priority and not subject to subordinationother than in respect of the administrative charge not exceeding Cdn. $1 milliongranted by the CCAA Court.

Deposit The Debtors shall maintain all cash in accounts maintained with depository banksAccounts: designated by the DIP Lender ("Approved Depository Banks") and that prior to

the second advance of the DIP Facility have entered into account controlagreements in form and substance satisfactory to the DIP Lender and their counsel(collectively, the "Controlled Accounts"). The parties acknowledge that CIBC isan Approved Depository Bank.

Monitor: The Monitor appointed pursuant to the Initial Order shall be KPMG Inc, (the"Monitor") with Mr. Phil Reynolds and such other persons designated by Mr.Reynolds having primary responsibility for the fillfilIment of the Monitor's duty asin connection with the CCAA Proceeding. The DIP Lender shall be authorized bythe Initial Order to have direct discussions with the Monitor and to receiveinformation from the Monitor as requested by the DIP Lender from time to time.

Indemnity: The Burrower and the other Debtors agree to indemnify and hold harmless the DIPLender and its affiliates and officers, directors, employees, representatives,advisors, solicitors and agents (collectively, the "indemnified Persons") from andagainst any and all actions, lawsuits, proceedings (including any investigations orinquiries), claims, losses, damages, liabilities or expenses of any kind or naturewhatsoever which may be incurred by or suited against or involve any of theIndemnified Persons as a result of, in connection with or in any way related to theDIP Facility, the proposed or actual use of the proceeds of the DIP Facility, thisAgreement, the CCAA Proceeding or the DIP Credit Documentation.Notwithstanding the foregoing, the Borrower or other Debtors shall have no

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obligation to indemnify any Indemnified Person against such loss, liability, cost orexpense to the extent that they are found by final judgment of a court of competentjurisdiction to arise from the gross negligence or willful misconduct of suchIndemnified Person or to the extent of any disputes solely among IndemnifiedPersons other than claims arising out of any act or omission on the part of theBorrower or Debtors. The DIP Lender shall not be responsible or liable to theBorrower or any Debtors or any other person for any consequential or punitivedamages,

Representations Each of the CCAA Debtors represents and warrants to the DIP Lender, uponand Warranties: which the DIP Lender relies in entering into this Agreement and the other DIP

Credit Documentation, that;

1. The transactions contemplated by this Agreement and the otherDIP Credit Documentation:

(a) upon the grunting of, the Initial Order and the Priority Order, an:within the powers of the Debtors;

(b) have been duly authorized, executed and delivered by or on behalfof the CCAA Debtors;

(c)

(d)

upnn the granting of the Initial Order and the Priority Order,constitute legal, valid and binding obligations of the CCAADebtors;

upon the granting of the initial Order and the Priority Order, do notrequire the consent or approval of, registration or filing with, or anyother action by, any govemmentai authority, other than filingswhich may be rnade to register or otherwise record the DIPLender's Charge or any DIP Security granted pursunnt to the DIPCredit Documentation;

2, The business operations of the Borrower and its subsidiaries havebeen and will continue to be conducted in material compliance with an applicablelaws of each jurisdiction In which each such business has been or is being carriedon subject to the provisions of any Court Order;

3. Each of the Borrower and its subsidiaries has obtained all materiallicences and permits required for the operation of its business, which licences andpermits remain, and after the DIP Financing, will remain in full force and effect.No proceedings have been commenced to revoke or amend any of such licencesor permits;

4. Each of the Borrower and its subsidiaries has paid where due itsobligations for payroll, employee source deductions, Harmonized Sales Tax,value added taxes and is not in arrears in respect of these obligations;

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5, None of the Borrower or any of its subsidiaries has any definedbenefit pension plans or similar plans;

6. All factual information provided by or on behalf of the CCAADebtors to the DIP Lender for the purposes of or in connection with thisAgreement or any transaction contemplated herein is, to the hest of the CCAADebtors' knowledge, true and accurate in all material respects on the date as ofwhich such information is dated or certified and is not incomplete by omitting tostate any feet necessary to make such information (taken as a whole) notmaterially misleading at such lime in light of the circurnstances under which suchinformation was provided. In particular, and without limiting the generality of theforegoing, to the best of the CCAA Debtors' knowledge, all information regardingthe Borrower's and its subsidiaries' corporate structure is true and complete, allpublic filings and financial reports are complete and true in all material respectsand the Borrower has provided the DIP Lender with all title information and,opinions and environmental reports affecting or relating to the property of theCCAA Debtors. As used in this section "to the best of the CCAA Debtors'knowledge" refers to the actual knowledge of the President and Chief FinancialOfficer of the Borrower after reasonable inquiry;

Affirmative In addition to all other covenants and obligations contained herein, the DebtorsCovenants: agree and covenant to perform and do each of the following until the DIP Facility

is pernianently and indefeasibly repaid and cancelled:

1. Comply with the provisions of the Court Orders made in theCCAA Proceeding including, without limitation, the Initial Order and the PriorityOrder;

2. Utilize all DIP Advances in a mariner that is consistent with theAgreed Weekly Budgets in all material respects;

3. Comply with any timetable or process established form time totirne by the Borrower for the sale of all or part of the assets of the Borrower andits subsidiaries or solicitation of investment in the Borrower or its subsidiaries aspart of or in anticipation of a Plan and obtain the approval for such timetable orprocess from the DIP Lender;

4. Allow the DIP Lender, its designated representatives and theConsultants MI access to the books and records of the Borrower and itssubsidiaries on one business day's notice and during normal business hours andcause management thereof to fully cooperate with any advisors to the DIPLender

5. Provide the DIP Lender with dratl copies of all motions,applications, proposed orders or other material or documents that any of themintend to file within the CCAA Proceeding at least three (3) days prior to anysuch filing or, where it is not practically possible to do so at least three days prior

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to any such filing, as soon as possible;

6. The Initial Order, the Priority Order and any other Court Orderswhich are being sought by the CCAA Debtors shell be submitted to the CCAACourt in a form confirmed in advance to be satisfactory to the DIP Lender, actingreasonably, subject to any amendments that arc required by the CCAA Court orthe Borrower that are acceptable to the DIP Lender;

7. Any and all materials of the CCAA Debtors in respect of aproposed Plan or any other transaction involving the refinancing of the Borrowerand/or the other Debtors, the sale of all or substantially all of the assets of theBbrrewer or the other Debtors or any other restructuring of the Debtors'businesses and operations, including any liquidation, bankruptcy or otherinsolvency proceeding in respect of any of the Debtors (a "RestructuringOption") shall only be submitted to the CCAA Court in a form confirmed inadvance to be satisfactory to the DIP Lender unless such Restructuring Optionprovides for the indefeasible payment in full in cash of all amounts owing to theDU' Lender under tbe DIP Facility at or prior to the implementation date of suchRestructuring Option;

8. None of the Debtors shall provide or seek or support a motion byanother party to provide to a third party a charge upon any of the Debtors' assets(including, without limitation, a critical supplier's charge) without the priorconsent of the DIP Lender;

9. The Borrower and the other Debtors shall promptly advise the DIPLender of, and provide copies of, any proposal received from a third party inrespect of a Restructuring Option or any other transaction to be carried outpursuant to or as part of a Plan and, thereafter, shall advise the DIP Lender of thestatus of any such proposal as well as any material amendments to tbe terrnsthereof;

10. The Borrower shall not carry out any changes to the composition(including the addition, removal or replacement of directors or officers) of theboard of directors or the officers (including any chief restructuring officer) of theBorrower or any of the other Debtors without first consulting with the DIPLender;

Unless such payments arc first approved by the DIP Lender,neither the Borrower nor any of the Debtors shall:

increase any termination or severance entitlements or payarty termination or severance payments or modify anycompensation or benefit plans whatsoever; or

(ii) establish or make any payments by way of a "key employeeretention plan" except as otherwise disclosed in the Agreed

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Weekly Budget and the application materials filed in respectof the Initial Order and provided that the second paymentsunder the key employee retention plan to any of Rick Clark,Kevin Ross or Alessandro Biteill will not be made untilafter the DIP Obligations have been paid in full to the DIPLender;

12. Provide to the DIP Lender a weekly status update regarding thestatus of the CCAA Proceeding and their restructuring process including, withoutlimitation, reports on the progress of any Plan, Restructuring Option, and anyinformation which may otherwise be confidential subject to same beingmaintained as confidential by the DIP Lender. Notwithstanding the foregoingdisclosure obligation or any other term of this Agreement, none of the CCAADebtors shall be obligated to disclose to the DIP Lender any informationregarding the details of bids received by -the Borrower or the Monitor unless suchinformation is otherwise disclosed to other stakeholders in the CCAA Proceedingor unless the DIP Lender waives its right to credit bid;

13. Use all reasonable efforts to keep the DIP Lender apprised on atimely basis of all material developments with respect to the business and affairsof the Borrower and its subsidiaries, the development of a Plan and/or aRestructuring Option;

14. Deliver to DIP Lender any updated Weekly Budgets and WeeklyBudget Variance Reports and such other reporting and other information fromtime to time as is reasonably requested by the DIP Lender in form and substancesatisfactory to the DIP Lender;

15. The CCAA Debtors shall deliver to the DIP Lender: (i) within one(1) business day of delivery thereof to the Monitor, copies of all financialreporting provided to the Monitor; and (ii) within one (1) business day of receiptfrom the Monitor any reports or other commentary or analysis received by theCCAA Debtors from the Monitor regarding the financial position of the CCAADebtors or otherwise;

16. The CCAA .Debtors shall provide to the DIP Lender copies of allproposed general communications to be given to customers, suppliers, employeesand other stakeholders simultaneously with the distribution thereof to suchpersons;

17. Use the proceeds of the DIP Facility and other cash on hand onlyfor the purposes of the short-term liquidity needs of the CCAA Debtors in amanner consistent with the Agreed Weekly Budgets in all material respects to theextent reasonably practicable in the circumstances;

18. Preserve, renew, maintain and keep in full force its corporateexistence and its material licenses, permits, approvals, etc. required in respect of

Page 13

its business, properties, assets or any activities or operations carried out thereinand maintain its properties and asset in good working order having regard to thecurrent cessation of operations;

19. Pay all applicable property taxes, permitting and licences fees andother amounts necessary to preserve the Collateral to avoid any lien thereon andpay all amounts due under any hydro or power contracts from and after the FilingDate;

20. Maintain all insurance with respect to the Collateral in existence asof the date hereof;

21. Forthwith notify the DIP Lender of the occurrence of any Event ofDefault, or of any event or circumstance that, with the passage of time, mayconstitute an Event of Default;

22. Execute and deliver the DIP Credit Documentation, including suchsecurity agreements, financing statements, discharges, opinions or otherdocuments and information, as may be reasonably requested by the DIP Lenderin connection with 'the DIP Facility, which documentation shall be in form andsubstance satisfactory to the DIP Lender;

23. Subject to the "Costs and Expenses" provision of this Agreement,pay upon request by the DIP Lender all documented DIP Fees and Expenses,provided, however, that if any DIP Fees and Expenses incurred after the date ofthis Agreement are not paid by the Borrower, the DIP Lender may in itsdiscretion pay all such DIP Fees and Expenses whereupon such amounts shall beadded to and form part of the DIP Obligations and shall reduce the availabilityunder the 13113 Facility;

24. Pay when due all principal, interest, fees and other amountspayable by the Borrower under this Agreement and under any other DIP CreditDocumentation on the dates, at the places and in the arrilatilliS and manner setforth herein;

25, Following the First Advance, the Borrower will use its reasonablebest efforts to cause the intercompany loans between Chempro and Atacama(which the Borrower represents are approximately Cdn. $75 million) to besecured on the assets of Atacama on a basis subordinate to Atacama's existingbank debt or an equivalent amount of replacement debt;

26. Following the First Advance, the Borrower will use its reasonablebest efforts to cause its other subsidiaries (excluding the CCAA Debtors) to grantguarantees of payment to the DIP Lender and to grant charges on their assets tosecure the DIP Obligations However, no such guarantee or security will berequired for those subsidiaries which the DIP Lender reasonably determines haveno material value or where the giving such guarantees and security is illegal or

Page 14

unduly onerous. Any such subsidiary which provides a guarantee shalt thereatierbe included as a "Guarantor".

Negative Each of the CCAA Debtors covenants and agrees not to do the following, otherCovenants: than with the prior written consent of the DIP Lender from and after the date

hereof:

1. Except as contemplated by this Agreement or any Court Order,make any payment, without consent of the DIP Lender, of any debt or obligationexisting as at the Filing Date (the "Pre-Filing Debt");

2, Create, incur or permit to exist, or permit any subsidiary other thanAtacama to create, incur or permit to exist, any indebtedness for borrowed moneyor contingent liabilities other than Pre-.Filing Debt, DIP Advances, and post-filingaccounts payable in the ordinary course of business;

3. Permit Atacama to incur any indebtedness in excess of $40million, being the amount currently outstanding;

4, Make any payments outside the ordinary course of business,subjeet always to the Obligation to comply with the Agreed Weekly Budgets in allmaterial respects to the extent reasonably practicable in the circumstances;

Sell, assign, lease, convey or otherwise dispose of any of theCollateral except for sales of inventory in ordinary course of business or sell anysecurities of the Borrower or any of its subsidiaries or permit the sale by thesubsidiaries of any securities;

6. Except for as contemplated herein or as otherwise consented to bythe DIP Lender, permit any new Liens to exist on any of the properties or assetsor the Borrower or its subsidiaries other than the Liens in favour of the DIPLender as contemplated by this Agreement;

7, Create or permit to exist any other Lien which is senior to or partpasse with the DIP Lender's Charge except as contemplated herein;

8. Make any investments in or loans to or guarantee the debts orobligations of any other person or entity or permit any of its subsidiaries to do so;

9. • Enter any restrictive covenants or agreements which might affectthe value or liquidity of any Collateral;

10. Change or permit any subsidiary to change its jurisdiction ofincorporation or registered office;

11. Make the second payments under the key employee retention planto any of Rick Clark, Kevin Ross or Alessandro Bitelli until after the DIP

Pngc 15

Obligations have been paid in full to the DIP Lender;

12. Change its name, fiscal year end or accounting policies oramalgamate, emisulidate with, merge into, dissolve or enter into any similartransaction with any other entity without the consent of the DT Lender or permitany subsidiary to do so; and

13. Terininate any key employees of the Debtors, including thoseinvolved in maintaining the Collateral, without the consent of the CCAA Lenderacting reasonably.

Events of The occurrence of any one or More of the following events shall constitute anDefault; event of default (each, an "Event of Maur) under this Agreement if such event

of default is not cured within two business days of the Borrower receiving noticeof the event of default (to the extent such event of default is capable of beingcured):

Any Court Order is dismissed, stayed, reversed, vacated, amendedor restated and such dismissal, stay, reversal, vacating, amendment or restatementadversely affects or would reasonably be expected to adversely affect the interestsof the DIP Lender in a .material manner, unless. the DIP Lender has consentedthereto;

2. Any Court Order is issued which adversely affects or wouldreasonably be expected to adversely affect the interests of the DIP Lender in a.material manner, unless the DIP Lender has consented thereto including, withoutlimi tation:

(a) the issuance of an order dismissing the CCAA Proceeding or liftingthe stay imposed within the CCAA Proceeding to permit theenforcement of any security or claim against any of the CCAADebtors or the appointment of a receiver and manager, receiver,interim, receiver or similar official or the making of a bankruptcyorder against any of the Debtors;

(b) the issuance of an order granting any other claim or a Lien of equalor superiority status to that of the DIP Lender's Charge except aspermitted hereunder;

the, issuance of an order staying, reversing, vacating or otherwisemodifying the DIP Credit Documentation or the provisions of theCourt Order affecting the DIP Lender or the Collateral, or theissuance of an order adversely impacting the rights and interests ofthe DIP Lender, in each case without the consent of the DIPLender;

(c)

(d) the failure of the Borrower to diligently oppose any party that

Page 16

brings an application or motion for the relief set out in (a) through(c) above and/or fails to• secure the dismissal of such motion orapplication within 60 days from the date that such application ormotion is brought;

3. •T'he sales or investor solicitation process proposed to the CCAACourt by the Borrower is not acceptable to the DIP Lender in its discretion, actingreasonably;

4.hereunder;

Failure of the Borrower to pay any amounts when due and owing

5. Any of the Debtors cease to carry on business or operate ormaintain their properties in the ordinary course as it is carried on as of the datehereof, except where such cessation is consented to by the DIP Lender. The DIPLender acknowledges that Quebec Lithium Inc. and QL1 1V1dtaux Inc. are notcurrently carrying on business and such cessation of operations does notconstitute an Event of Default;

6. Any representation or warranty by any of the Debtors herein or inany DIP Credit Documentation shall be incorrect or misleading in any materialrespect when made; Court Order is made, a liability arises or nn event occurs,including any change in the busjness, assets, or conditions, financial or otherwise,any of the Debtors, that will in the DIP Lender's judgment, acting reasonably,tnaterintly further impair the Borrower's or the other Debtors' financial condition,operations or ability to comply with its obligations under this Agreement, anyDIP Credit Documentation or any Court Order or catty ottt a Plan or aRestructuring Option reasonably acceptable to the DIP Lender;

7. Any material violation or breach of any Court Order by any of theDebtors;

8, Failure of the Borrower or any of the other Debtors to perform orcomply with any term or covenant of this Agreement or any other DIP CreditDocumentation;

9. Failure to maintain a cumulative net cash flow, for the Borroweron a consolidated basis which is at all times within 10% of the amounts set out inthe Agreed Weekly Budget (measured weekly) and failure to provide an UpdatedWeekly Budget for approval by the DIP Lender, acting reasonably, which showssufficient liquidity, including availability under the DIP Facility, to meet all ofthe Borrower's projected cash requirements until April 15, 2015;

10. If any of Rick Clark, Kevin Ross or Alessandro Mai cease to besenior officers of the CCAA Debtors and are not replaced with personsacceptable to the DIP Lender;

Page 17

Remedies:

11. Any proceeding, motion or application is commenced or filed bythe Borrower or any of the other Debtors, or if commenced by another party,supported or other-wise consented to by the Borrower or any of the other Debtors,seeking the invalidation, subordination or other challenging of the terms of theDIP Facility, the DIP Lender's Charge, this Agreement, or any of the other DIPCredit Documentation or approval of any Plan or Restructuring Option whichdoes not have the prior consent of the DIP Lender;

12. Any of the CCAA Debtors become subject to a materialenvironmental liability; or

13. Any Plan is sanctioned or any Restructuring Option .isconsummated by any of the Debtors that is not consistent with or contravenes anyprovision of this Agreement or the other DIP Credit Documentation in a mannerthat is adverse to the interests of the DIP Lender or would reasonably be expectedto adversely affect the interests of the DIP Lender unless the DIP Lender hasconsented thereto or unless it provides for repayment in full of all DIPObligations to the .DIP Lenders under this Agreement.

Upon the occurrence of an Event of Default, the DIP Lender may, in its solediscretion, elect to terminate the DIP Lender's commitment to make further DIPAdvances to the Borrower and accelerate all amounts outstanding under the DIPFacility and declare such amounts to be immediately due and payable without anyperiods of grace. Upon the occurrence of an Event of Default, the DIP Lendermay, subject to the Court Orders:

1. Apply to the Court for the appointment of a receiver, an interimreceiver or a receiver and manger over the Collateral, or for the appointment of atrustee in bankruptcy ofthe Borrower or the other Debtors;

2. Apply to the Court for an order, on terms satisfactory to theMonitor and the DIP Lender, providing the Monitor with the power, in the nameof and on behalf of the Borrower, to take all necessary .steps in the CCAAProceeding to realize on the Col lateral;

3. Exercise the powers and rights of a secured party under the CivilCode (Quebec) or any legislation of similar effect; and

4. Exercise all such other rights and remedies available to the DIPLender under the DIP Credit Documentation, the Court Orders and applicablelaw.

DIP Lender All consents of the DIP Lender hereunder shall be in writing. Any consent,Approvals: approval, instruction or other expression of the DIP Lender to be delivered in

writing may be delivered by any written instrument, including by way orelectronic mail.

Page t

Taxes:

FurtherAssurances::

EntireAgreement:

Exit Facility:

Credit Bidding:

Business Days:

Amendmentsand Waivers:

Assignment:

All payments by the Borrower and the other Debtors under this Agreement and theother DTP Credit Documentation, including any payments required to be madefrom and after the exercise of any remedies available to the DIP Lender upon anEvent of Default, shall be made free and clear of, without reduction for or onaccount of, any present or future taxes, levies, imposts, duties, charges, fees,deductions or withholdings of any kind or nature whatsoever or any interest orpenalties payable with respect thereto now or in the future imposed, levied,collected, withheld or assessed by any country or any political subdivision of anycountry (collectively, "Taxes"); provided, however, that if any Taxes are requiredby applicable law to be withheld ("Withholding Taxes") from any amountpayable to the DIP Lender under this Agreement or under any DIP CreditDoctimentation, the amounts so payable to the DIP Lender shall be increased tothe extent necessary to yield to the DIP Lender on a net basis after payment of allWithholding Taxes, the amount payable under such DTP Credit Documentation atthe rate or in the amoinit specified in such DIP Credit Documentation and theBorrower or other Debtors shall provide evidence satisfactory to the DIP Lenderthat the Taxes have been so withheld and remitted.

The Debtors shall, at their own expense, from time to time do, execute and deliver,or will cause to be done, executed and delivered, all such further acts, documents(including, without limitation, certificates, declarations, affidavits, reports andopinions) and things as the DIP Lender may reasonably request for the purpose ofgiving effect to this Agreement.

This Agreement and the DIP Credit Documentation, constitutes the entireagreement between the parties related to the subject matter hereof.. To the extentthere is any inconsistency between this Agreement and any of the other DIP CreditDocumentation, this Agreement shall prevail.

The DIP Lender may provide the Borrower with an exit facility of up to US$30million on terms to be ngrced upon by the Borrower and the DIP Lender.

Nothing herein shall preclude the DIP Lender from credit bidding for the assets ofthe Debtors in a sales process.

If any payment is due on a day which is not a business day in Montreal and NewYork City, such payment shall be due on the next following business day.

No waiver or delay on the part of the DIP Lender in exercising any right orprivilege hereunder or under any other DIP Credit Documentation will operate as awaiver hereof or thereof unless made in writing. and delivered in accordance withthe terms of this Agreement,

The DIP Lender may assign this Agreement and its rights and obligationshereunder, in whole or in part, or grant a participation in its rights and obligationshereunder to any party acceptable to the DIP Lender in its sole and absolutediscretion (subject to providing the Borrower and the Monitor with reasonable

Page 19

Severahillty:

No Third PartyBeneficiary:

Press Releases:

Counter Partsand FacsimileSignatures:

Notices:

evidence that such assignee has the financial capacity to fulfill the obligations ofthe DIP Lender hereunder), Neither this Agreement nor any right and obligationhereunder may be assigned by the Borrower or any of the other Debtors.

Any proVision in this Agreement or in any DIP Credit Documentation which isprohibited or unenforceable in any jurisdiction shall, us to anti jurisdiction, beineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof or effecting the validity ofenforceability of such provision in any other jurisdiction.

No person, other than the Debtors and the DIP Lender, is entitled to rely upon thisAgreement and the parties expressly agree that this Agreement does not conferrights upon any party not a signatory hereto.

The CCAA Debtors shall not issue any press releases naming the DIP Lenderwithout its prior approval, acting reasonably unless the CCAA Debtors arerequired to do so by applitable securities laws or other applicable law.

This Agreement may be executed in any number of counterparts and delivered bye-mail, including in PDF format, each of which when executed and delivered shallbe deemed to be an original, and all of which when taken together shall constituteone and the same instmment. Any party may execute this Agreement by signingany counterpart of it.

Any notice, request or other communication hereunder to any of the parties shallbe in writing and be well and sufficiently given if delivered personally or sent byelectronic mail to the attention of the person as set forth below:

In the ease of the DIP Lender:Hale Capital Partners L.P.17 State StreetSuite 3230New York, NY l 0004.United States of America

Attention.: Martin HaleEmail: martin@halefunds.com

With a copy to:

Davies Ward Phiflips & Vineberg LLP155 Wellington Street WestToronto, ON M5V 317

Attention: Jay A. Swartzjswartz@ciwpv.coin

Pogc 20

In the case of the CCAA parties:

c/o RB Energy Inc.2000-885 West Georgia StreetVancouver, BC V6C 3E8

Attention: Rick ClarkEmail: ricice@narndo.com

With a copy to:

Blake, Cassels & Graydon LLPCommerce Court West199 Bay StreetSuite 4000Toronto, ON M5L 1A9

Attention: Line RogersEmail: linc.rogers@blakes.com

In either ease, with a copy to the Monitor:

KPMOBay Adelaide Centre333 Bay Street, Suite 4600Toronto, ON M511 2S5

Attention: Philip f. ReynoldsE-mail: pireynoIds@kprng,ca

Any such notice shall be deemed to be given and received, when received, unlessreceived after 5:00 PM local time or on a day other than a business day, in whichcase the notice shall be deemed to be received the next business day.

English Language: The parties hereto confirm that this Agreement and all related documents havebeen drawn up in the English language nt their request. ter parties aux presenterconfirment que le present oete et tons /es documents y relatifs _Arent rediges enanglats a leur demande.

Governing Law This Agreement shall be governed by, and construed in accordance with, the lawsand Jurisdiction: of the Province of Quebec and the federal laws of Canada applicable therein.

(Signature pages follow]

l'sge 21

AS DIP LENDER:IICP-PV13, LLC, a holding company ofKALE CAPITAL PARTNERS L.P.

byMartin Bale J r,President

AS BORROWER:

RB ENERGY INC.

by

AS GUARANTORS:

Nip 22

QUEBEC LITHIUM INC.

SIROCCO MINING INC.

by

QLI METAUX

by

• 4444

October 20, 2014

VIA E-MAIL

Davies Ward Phillips & Vineberg LLP155 Wellington Street WestToronto, ON M5V 3J7

Attention: Jay Swartz

Blake, Cassels & Graydon LLPBarristers & Solicitors

Patent & Trade-mark Agents199 Bay Street

Suite 4000, Commerce Court WestToronto ON M5L 1A9 Canada

Tel: 410-86a-2400 Fax: 416-853-2053

I-Inc A. RogersDlr. 416-853-4188

linc.rogara@blakaa.carn

RE: Letter Amending DIP Facility Loan Agreement ("DIP Agreement") dated as of October 14,2014

Dear Jay:

Terms used herein but not otherwise defined shall have the meaning ascribed to them in the DIPAgreement.

As you are aware, the DIP Agreement contemplates that the Priority Order will be issued and enteredby no later than 10 days from the date of the issuance of the Initial Order which approved the DIPAgreement and granted the DIP Lender's Charge. Such Initial Order (as amended and restated withthe consent of the DiP Lender) was granted on October 15, 2014. In order to acknowledge the Court'sdirection regarding proper notice of the motion to obtain the Priority Order (the "Priority Motl ore), theDIP Lender has agreed to amend the DIP Agreement and increase this period to 20 days of the dateon which the Initial Order was Issued,

In accordance with the instructions provided by Justice Castonguay, the Priority Motion served today isreturnable on a date to be determined. It is, however, the intention of my Montreal Partner BernardBoucher to contact Justice Castonguay's office with your Montreal Partner, Denls Ferland, in order toset a hearing date. I understand from Mr. Boucher that Justice Castonguay may not be availableduring the 20 day window. Accordingly, if the parties wish the matter to be heard by JusticeCastonguay the hearing date may be outside this window. In order to provide clear parameters for thediscussion with Justice Castonguay we ask that your client confirm, or you on your client's behalf, thata hearing date for the Priority Motion on or prior to November 20, 2014 is satisfactory to the DIP Lenderand will not constitute a breach of the applicable terms of the DIP Agreement.

Yours very truly,

Lino A. Rogers

12740411.1

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HALF CAPITAL PARTNERS L.P.

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By:Name: Martin Haie JrTitle: President

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Page 2

Lavery Lepage, Gabriel

De: Lavery Lepage, GabrielEnvoye: April 20, 2015 2:36 PMÀ: 'sdallaire@b1g.com'; 'glefebvre@b1g.corn'; atardif@mccarthy.ca; 'ocoche@mccarthy.ca';

'sandraethier@laroucheethier.ca'; 'iya.toure@invest-quebec.com';'mathieu.provost@invest-quebec,com; 'riacovozzi@komatsuna.com';'andrew.kent@mcmillan.ca'; 'waelsostom@mcmillan.com'; 'marc-andre.morin@mcmillan,ca; 'pierre.martin@cicw.qc.ca'; lucienclichejr@cablevision.qc.ca';julien.collin@hcblegal.com'; 'pam.huff@blakes.com'; 'rnichael.mcgraw@blakes.com';'linc.rogers@blakes.com'; 'sebastien.guy@blakes.com'; 'bernard.boucher@blakes.com';'peter.ocallagan@blakes,com; 'peter.rubin@blakes.com'; 'helen.sevenoaks@blakes.com';'atillman@kpmg.ca; 'pjreynolds@kpmg.ca; 'radlington@kpmg.ca';'mkempgee@kpmg.ca; 'ataylor@stikeman.com'; 'gmartel@stikeman.com'

Cc: Ferland, Denis; Swartz, JayObjet: In the matter of the CCAA of Quebec Lithium Inc. & al (500-11-047560-145)Pieces jointes: Notice of Intention to Enforce a Charge.pdf

Dear All :

Please find enclosed Hale Capital Partners L.P.'s Notice of Intention to Enforce a Charge.

Best regards,

Lavery Lepage, Gabriel

De: Lavery Lepage, GabrielEnvoye: April 21, 2015 12:09 PMÀ: 'jo h n.s a nd re I 1 i @d ento ns.co m'; 'ari.sorek@dentons.com'Cc: Ferland, Denis

Objet: In the matter of the CCAA of Quebec Lithium Inc. & al (500-11-047560-145)

Pieces jointes: Notice of Intention to Enforce a Charge.pdf

Please find enclosed Hale Capital Partners L.P.'s Notice of Intention to Enforce a Charge.

Best regards,

Telecopie / Facsimile

Expediteur Gabriel Lavery LepageFrom 514 841 6492

GLaveryLepage@dwpv.com

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Message

EntrepriseCompany

Corporation CrediLinx

Avis : Cette teldeopie ne doit pas 'etre lue ni livree Aquiconque autre que la personne h Lavelle elle est adressee.E]le peut contenir de ('information confidentielle ouprivilegide. Si vous avez recu cette telecopie par erreur,veuillez nous appeler immediatement (A finis vires sinecessaire) au 514,841.6566. Veuillez nous contactor aumeme numero si vous avez eu des problemes detransmission.

1501, avenue McGill College, 26e Map

Montreal (Quebec) H3A 31\19

dwpv.com

Date

DossierFile No.

Nb de pagesNo. of Pages

April 20, 2015

249311 (5203)

Telephone TeleeopieTelephone Fax

1.877.346.5469 1.866.861.4100

SENT / ENVOYE

BY /PAR: Alex

Notice: This fax should not be read by, or delivered to,anyone other than the person to whom it is addressed. It maycontain privileged or confidential information. If you havereceived this fax in error, please call us immediately (collectif necessary) at 514.841.6566. Also, please call us at thisnumber if there are any transmission problems,

2210141,1 DAVIES WARD PHILLIPS &VINEBERG

Fax Confirmation Report

Date/Time

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Gabriel Lavery Lepage514 841 6492GLaveryLepage@dwpv.corn

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Avis : Cette télécopie ne doit pas être lue ni livréequiconque autre que la personne à laquelle elle est adressée.Elle peut. contenir de l'information confidentielle ouprivilégiée. Si vous avez reçu cette télécopie par erreur,veuillez nous appeler immédiatement frais virés sinécessaire) au 514.841.6566. Veuillez nous contacter aumême numéro si vous avez eu des problèmes detransmission.

1501, avenue McGill College, 26e étage

Montréal {Québec) H3A 3N9

dwpv.com

Date

DossierFile No.Nhre de pages

No. of Pages

April 20, 2015

249311 (5203)

1 0

Téléphone TélécopieTelephone Fax

1.877.346.5469 1.866.861.4100

SENT/ENVOYE

BY / PAR: Alex

Notice: This fax should not be read by, or delivered to,anyone other than the person to whom it is addressed. It maycontain privileged or confidential information. If you havereceived this fax in error, please call us immediately (collectif necessary) at 514.841.6566. Also, please call us at thisnumber if there are any transmission problems.

MO: 2210141,1 DAVIES WARD PHILLIPS ez.VINEBERG s.r.l.

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Date/Time

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: APR-20-2015 15:23 MON: 5148416499

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Message

Gabriel Lavery Lepage514 841 6492GLaveryLepage@dwpv.com

EntrepriseCompany

S. }hot Inc.

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1501, avenue McGill College, 26e étage

Montréal (Québec) H3A 3N9

dwpv.com

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DossierFile No.

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April 20, 2015

249311 (5203)

Téléphone TélécopieTelephone Fax

1.418.681.0291. 1.418.681.3742

SENT/ENVOYÉ

BY/ PAR: AleX

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Mtl#: 2210141.1 DAVIES WARD PHILLIPS & V1NEBERG S,E.N.C.R.L., sa.l.

Date/Time :Fax Number :Fax Name :

Model Name :

APR-20-2015 15:39 MON

5148416499

MTLFAX1

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Total Pages Scanned:

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Gabriel Lavery Lepage514841 6492GLaveryLepage@dwpv.com

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1501, avenue McGill College, 26' Rage

Montreal (Quebec) H3A 3N9

dwpv.com

Date

DossierFile No.

NI' de pagesNo. of Pages

April 20, 2015

249311 (5203)

Telephone TeleeopieTelephone Fax

Gestion Lou, Bail Inc. 1.819.732.0434 1.819.732.4554

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SENT/ENVOYE

BY / PAR: Alex

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2210141.1 DAVIES WARD PHILLIPS SLVINEBERG s.r.l.

Fax Confirmation Report

Date/TimeFax NumberFax NameModel Name

: APR-20-2015 15:39 MON: 5148416499

MTLFAX2Phaser 3635MFP

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DestinataireTo

Gabriel Lavery Lepage514 841 6492GLaveryLepage@dwpv.crom

EntrepriseCompany

Hewitt EquipementsLimitée

Date

DossierFile No.

Nb' de pagesNo. of Pages

TéléphoneTelephone

514.630.3100

April 20, 2015.

249311 (5203)

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514.630.8507

Message.

Avis : Cette télécopie ne doit pas être lue ni livrée aquiconque autre que la personne a laquelle elle est adressée.Elle peut contenir de l'information confidentielle ouprivilégiée. Si vous avez reçu cette télécopie par erreur,veuillez nous appeler immédiatement (A frais virés sinécessaire) au 514,841.6566. Veuillez nous contacter aumême numéro si vous avez eu des problemes detransmission.

Notice: This fax should not be read by, or delivered to,anyone other than the person to whom it is addressed. It maycontain privileged or confidential information. If you havereceived this fax in error, please call us immediately (collectif necessary) at 514.841.6566. Also, please call us at thisnumber if there are any transmission problems.

Mtl#: 2210141.1 DAVIES WARD PHILLIPS &VINEBERG S.E.N.C.R.L. s.r.l.

Date/TimeFax Number

Fax Name

Model Name

: APR-20-2015 18:15 MON

: 5148416499

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Total Pages Scanned:No. Remote Station

001 #78595146308507

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100

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04-20 17:34

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Expéditeur Gabriel Lavery LepageFrom 514 841 6492

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DestinataireTo

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EntrepriseCompany

9190-5778 Québec,

Avis : Cette télécopie ne doit pas être lue ni livrée Aquiconque autre que la personne A laquelle elle est adressée.Elle peut contenir de l'information confidentielle ouprivilégiée. Si vous avez reçu cette télécopie par erreur,veuillez nous appeler immédiatement (A frais virés sinécessaire) au 514.841.6566. Veuillez nous contacter aumême numéro si vous avez eu des problèmes detransmission.

1501, avenue McGill College, 26°6tage

Montréal (Québec) H3A 3N9

dwpv.com

Date

DossierFile No.

Nb" de pagesNo. of Pages

April 20, 2015

249311 (5203)

I

Téléphone TélécopieTelephone Fax

ne. 1.819.732.8288 1.819.727.1861

SY / PAR:

Notice: This fax should not be read by, or delivered to,anyone other than the person to whom it is addressed. It maycontain privileged or confidential information. If you havereceived this fax in error, please call us immediately (collectif necessary) at 514.841.6566. Also, please call us at thisnumber if there are any transmission problems.

MO: 2210141,1 DAVIES WARD PHILLIPS &VINEBERG S.E.N.C,R.L., s.r.l.

Date/Time : APR-20-2015 18:10 MONFax Number : 5148416499Fax Name MTLFAX2Model Name = Phaser 3635MFP

Total Pages Scanned:No. Remote Station

Fax Confirmation Report

100

Start Time Duration Page Mode Job Type Result

001 #232918197271861„, 04-20 17:42 27' 02 100/100 EC HS CP

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DAVIES

Telecopie / Facsimile

Espisliieur Gabtiel Lavery LepageFrom 511 8.11 6492

CsLaveryLepagegdwpv

1501, avenue ser.sal Cseasnie. Zfeeterl•Mer..real101,1fet H3A 3N9'clsrouxany

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Telecopie / Facsimile

ExpediteurFrom

DestinataireTo

Message

Gabriel Lavery Lepage514 841 6492GLaveryLepage@dwpv.corn

EntrepriseCompany

Wajax IndustrialComponents LP

Avis : Cette telecopie ne dolt pas Etre lue niquiconque autrc que la personne a laquclle elle est adressee.Etle peut contenir de l'information confidentielle ouprivilegiee. Si vous avez recu eette teldcopie par erreur,veuillez nous appeler immediatement (à frais vires sindeessaire) au 514,841,6566, Veuillez nous contacter aume:me numero si vous avez eu des prohlernes detransmission.

1501, avenue McGill College, 26eetage

Montreal (Quebec) H3A 3N9

dwpv,corn

Date.

DossierFile No.Nbre de pagesNo. of Pages

TelephoneTelephone

1.204.786.4401

April 20, 2015

249311 (5203)

/

TeleeopieFax

1.204.786.2848

SEAT .NVO E

GY / PAR:

Notice: This fax should not be read by, or delivered to,anyone other than the person to whom it is addressed. It maycontain privileged or confidential information, If you havereceived this fax in error, please call us immediately (collectif necessary) at. 514.841.6566. Also, please call us at thisnumber if there are any transmission problems.

Mt10' 2210141.1 DAVIES WARD PHILLIPS &VINEBERG s.r.1.

Date/Time : APR-20-2015 17:42 MONFax Number : 5148416499Fax Name MTLFAX2Model Name Phaser 3635MFP

Total Pages Scanned:No. Remote Station

001 #702912047862848,„

Fax Confirmation Report

100

Start Time

04-20 17:01

Duration Page

40' 47

Mode Job Type Result

100/100 EC HS

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GLaveryLepatit@dtopv.corn

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renntreel iMJebee) leg Pig

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DossierFile No.

Pi!'" de pagesNo. of Pages

April 20, 201S

2,1931 113]1131

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N1110 1210143 DAVIES WARD P]illtir5 f. VINC5ERG s roe I el.

CP

Télécopie / Facsimile

Expéditeur Gabriel Lavery LepageFrom 514 841 6492

GLaveryLepage@dwpv.com

DestinataireTo

Message

EntrepriseCompany

Les Structures GB Ltée

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1501, avenue McGill College, 26e étage

Montréal (Québec) H3A 3N9

dwpv,com

Date.

DossierFile No.

INbrc de pages

No. of Pages

April 20, 2015

2493.11 (5203)

Crp

Téléphone TélécopieTelephone Fax

1.418.724.9433 1.418.724.5298

SrizAT

GY 1 PAR:s,il

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transmission.

MO: 2210141.1 DAVIES WARD PHILLIPS &.VINEBERG s.r.i.

Date/TimeFax NumberFax NameModel Name

: APR-20-2015 1'7:34 NON: 5148416499

NTLFAX3

Phaser 3635NFP

Total Pages Scanned:No. Remote Station

Fax Confirliation Report

100

Start Time Duration Page

001 #150914187245298

Abbreviations:HS: Host SendHR: Host ReceiveMS: Mailbox SaveIIP:Mailbox Print

04-20 16:54

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April 20,2015

249311 (51.0))

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Telecopie / Facsimile

Expediteur Gabriel Lavery LepageFrom 514 841 6492

GLaveryLepage@dwpv.com

DestinataireTo

Message

EntrepriseCompany

Texel Geosol Inc.

Avis : Cette teldcopie ne doit pas titre lue ni livrdequiconquc autre que la personne !aquae' elle est adressde.Elle pout contenir de l'information confidentielle ouprivildgide. Si vous avez recu cette tdldcopie par erreur,veuillez nous appeler immddiatement (a frais virds sindeessaire) au 514.841,6566. Veuillez nous contactor aunulme numdro si vous avez eu des problemcs detransmission.

1501, avenue McGill College, 26eetage

Montreal (Quebec) H3A 3N9

dwpv.com

Date

DossierFile No.

NI' de pagesNo, of Pages

TelephoneTelephone

April 20, 2015

249311 (5203)

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TeleeopieFax

.418.658.0200 1.418.658.0477

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Notice: This fax should not be read by, or delivered to,anyone other than the person to whom it is addressed. It maycontain privileged or confidential information. If you havereceived this fax in error, please call us immediately (collectif necessary) at 514.841.6566. Also, please call us at thisnumber if there are any transmission problems.

mtimmoi41.t DAV[ES WARD PHILLIPS &VINEBERG S.E.N.C.R.L., s.r.l.

Fax Confirmation Report

Date/TimeFax NumberFax NameModel Name

: APR-20-2015 16:42 MON: 5148416499: MTLFAX2

Phaser 3635MFP

Total Pages Scanned:No. Remote Station

100Start Time

001 #299914186580477

Abbreviations:HS: Host SendHR:Host ReceiveMS: Mailbox SaveMP:Mailbox Print

04-20 16:01

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CP

No. 500-11-047560-145

SUPERIOR COURT

District of Montreal

IN THE MATTER OF THE PLAN OF ARRANGEMENTOF:QUEBEC LITHIUM INC., QLI METAUX INC., RBENERGY INC. AND SIROCCO MINING INC.

Debtors

-and-HALE CAPITAL PARTNERS L.P.

Petitioner

-and-KPMG INC.

Monitor

-and-DUFF & PHELPS CANADA RESTRUCTURING INC.

Receiver

EXHIBIT R-4

ORIGINAL

Attorneys for PetitionerPer: Me Gabriel Lavery LepageDir 514 841 6492

0/F 249311

DAVIES WARD PHILLIPS &VINEBERG LLP

1501 McGill College Avenue26th FloorMontreal Canada 1-13A 3N9

Tel 514 841 6400Fax 514 841 6499BP-0181

SUPERIOR COURT(Commercial Division)

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREAL

No. 500-11-047560-145

DATE:

PRESIDING : THE HONOURABLE MR. JUSTICE MARTIN CASTONGUAY, J.S.C.

IN THE MATTER OF THE RECEIVERSHIP OF:

QUEBEC LITHIUM INC., QLI MtTAUX INC., RB ENERGY INC. AND SIROCCO MININGINC.

Debtors

-and-

HALE CAPITAL PARTNERS L.P.

Petitioner

-and-

KPMG INC.

Monitor

-and-

DUFF & PHELPS CANADA RESTRUCTURING INC.

Receiver

ORDER APPOINTING A RECEIVER(Section 243 of the Bankruptcy and Insolvency Act)

_ 1 _

[1] ON READING the Petitioner's Motion for the Appointment of a Receiver (the"Motion") pursuant to Article 243 of the Bankruptcy and Insolvency Act (the "BIA"),the affidavit and the exhibits in support thereof;

[2] SEEING the service of the Motion;

[3] SEEING the submissions of Petitioner's attorneys;

[4] SEEING that the Petitioner sent the Debtors, the Monitor and creditors of theDebtors' whose rights are published at the appropriate registries a five day Notice ofIntention to Enforce a Charge pursuant to the terms of the Second Amended andRestated Initial Order issued by this Court in this matter on October 29, 2014 (the"Second Amended and Restated Initial Order");

[5] SEEING the consent of the Debtors to the issuance of this Order;

[6] SEEING that it is appropriate to appoint a receiver to the Property (such as definedherein) of the Debtors and to terminate the proceedings instituted pursuant to theCompanies' Creditors Arrangement Act (the "CCAA Proceedings") pursuant to theterms of a Discharge and Transition Order dated May 8, 2015 (the "Discharge andTransition Order");

WHEREFORE THE COURT:

[7] GRANTS the Motion;

SERVICE

[8] ORDERS that any prior delay for the presentation of this Motion is hereby abridgedand validated so that this Motion is properly returnable today and hereby dispenseswith further service thereof;

APPOINTMENT

[9] APPOINTS Duff & Phelps Canada Restructuring Inc., trustee, to act as receiver (the"Receiver") to the Property of Quebec Lithium Inc., QLI Metaux Inc., RB Energy Inc.and Sirocco Mining Inc. (collectively, the "Debtors") until one of the following eventscomes to pass:

(a) the sale of all the Property; or

(b) the issuance of any order by the Court terminating the mandate of theReceiver;

- 3 -

[10] DECLARES that the order (the "Order") and its effects shall survive the filing by anyof the Debtors of a notice of intention to make a proposal or of a proposal pursuant tothe terms of the BIA or the bankruptcy of any of the Debtors, unless the Court ordersotherwise.

[11] DECLARES the Order and its effects shall survive the termination of the CCAAProceedings.

RECEIVER'S POWERS

[12] AUTHORIZES the Receiver to exercise the following powers:

A) Powers related to the possession of the Property

AUTHORIZES the Receiver to take possession of all Debtors' present and future assets,rights, undertakings and properties of every nature and kind whatsoever, and whereversituated, including all proceeds thereof but excluding (i) the Retained Amount (as defined inthe Discharge and Transition Order); (ii) the QLI Vacation Pay Reserve (as defined in theDischarge and Transition Order) and (iii) the monetary retainers paid by the Debtors to theMonitor, the Monitor's counsel, the Debtors' counsel and the Debtors' directors' counsel(collectively, the "Property") and to exercise the following powers listed hereinafter in theplace and stead of the Debtors in respect of the Property:

B) Powers related to the preservation of the Property

(a) all the powers necessary for the preservation and for the protection of the Property;

(b) all the powers necessary to control the Property, the place of business and thepremises occupied by the Debtors;

(c) all the powers necessary to grant the Receiver access, at all times, to the place ofbusiness and to the premises of the Debtors, to the Property, and to change the locksand security codes required to grant access to such premises and places of businessof the Debtors;

(d) all the powers necessary to grant the Receiver access to all the accounting recordsof the Debtors, as well as to any document, contract, register of any nature or kindwhatsoever, wherever they may be situated and regardless of the medium on whichthey may be recorded (the "Records"), as well as the powers necessary to makecopies of all the Records necessary or useful to the execution of the Receiver'sfunctions;

(e) all the powers necessary to undertake an analysis of the Debtors' Records;

4

12.2 Powers related to the Control of Debtors' Receipts and Disbursements

(f) except as otherwise provided herein, all the powers necessary to control the Debtors'receipts and disbursements;

(g) all the powers necessary to collect all the accounts receivable and all the otherclaims of the Debtors and to transact in respect of same, as well as to sign anydocument for this purpose;

(h) all the powers necessary to open any required bank account, pursuant to the termsand conditions the Receiver may determine, with any chartered Canadian bank, orany other financial institution, the whole, in order to cash any item payable to theDebtors, and to issue any payment which, in the opinion of the Receiver, isnecessary or useful to the preservation or maintenance of the Debtors' Property;

[13] ORDERS the Debtors to remit immediately all cash on hand remaining fromadvances under the Interim Facility (as defined in the Second Amended andRestated Initial Order) to the Receiver other than the Retained Amount;

C) Powers related to the disposition or sale of the Property

(i) all the powers necessary to interest or solicit one or several potential buyers of all orany part of the Property, including, without limitation, the right to carry out a publiccall for tenders or private solicitations in order to dispose of the Property;

[14] ORDERS the Receiver to petition the Court for authorization to sell all or any part ofthe Property outside the ordinary course of business, upon finding a purchaser andpursuant to conditions it deems reasonable in the circumstances;

[15] DECLARES that, notwithstanding the preceding paragraph, the Receiver shall havethe power to sell all or any part of the Property outside the ordinary course ofbusiness, without the Court's authorization, provided that the price and value in eachcase does not exceed $200,000 or $5,000,000 in aggregate and subject to the rightsof lessors under equipment leases;

[16] GRANTS the Receiver all the powers necessary to initiate, prosecute and continuethe prosecution of any and all proceedings it considers appropriate, including for thepurpose of Sections 34 and 249 of the BIA, within the performance of its dutiesregarding the Property;

[17] AUTHORIZES the Receiver to retain the services of any lawyer, or of any person orbusiness in order to appropriately fulfil its functions;

[18] DECLARES that the Receiver may provide creditors and other relevant stakeholderswith information in response to requests made by them in writing. A copy of suchrequests must be sent to the Petitioner's attorney. Where the Receiver has been

-5

advised by the Petitioner that information is confidential, proprietary or competitive,the Receiver shall not provide such information to any person without the consent ofthe Petitioner unless otherwise directed by this Court.

D) Power to borrow moneys and to grant security on the Property

[19] DECLARES that the Receiver may borrow by way of a revolving credit or otherwise,such monies from time to time as it may consider necessary or desirable for thepurpose of funding the exercise of the powers and duties conferred upon theReceiver by this Order, at any time, at such rate or rates of interest as it deemsadvisable for such period or periods of time as it may arrange and that the Court mayapprove, provided that the outstanding principal amount does not exceed$5,000,000.

[20] DECLARES that the Property is hereby subject to a charge and security for anaggregate amount of $7,500,000 (the "Receiver Borrowings Charge") as securityfor the payment of all monies borrowed, together with interests and charges thereonand, except for the Receiver's Administration Charge, the BNS Cash CollateralCharge (as defined in the Second Amended and Restated Initial Order) and theTewoo Security (as defined in the Motion), shall be in priority to all other hypothecs,mortgages, liens, security interests, priorities, charges, encumbrances, constructionliens or security of whatever nature or kind affecting the Property, including any andall charges created by this Court in the CCAA Proceedings (the "CCAA Charges")(which CCAA Charges shall continue to bind the Property pursuant to the provisionsof the Discharge and Transition Order) and all charges created by orders issued bythis Court in this matter (collectively, the "Encumberances").

DEBTORS' DUTIES

[21] ORDERS the Debtors, their directors, officers, employees, agents andrepresentatives to forthwith provide the Receiver with access to the Property, to theplaces of business and to the premises of the Debtors, as well as to the Records;

[22] ORDERS the Debtors, their directors, officers, employees, agents andrepresentatives to cooperate with the Receiver in the exercise of the powers that aregranted pursuant to the terms of the Order;

[23] ORDERS the Debtors not to dispose, alienate, encumber or otherwise transact in anymanner whatsoever, with regard to the Property, other than in the ordinary course ofbusiness or with the authorization of the Receiver;

NON-INTERFERENCE WITH THE RECEIVER, THE DEBTORS AND THE PROPERTY

[24] ORDERS that subject to any other order rendered by the Court, which may only berendered after a prior notice has been duly sent to the Receiver and to the Petitioner,

6

no proceeding, seizure, revendication, or any other enforcement process shall becommenced or enforced against the Property;

[25] ORDERS that no person shall interrupt, modify, terminate or fail to execute itsobligations pursuant to any contract, agreement, license or permit entered into withany of the Debtors without the prior consent of the Receiver or without theauthorization of the Court;

CONTINUATION OF SERVICES

[26] ORDERS that any person having an oral or written agreement with the Debtors, aswell as any supplier of goods or services to the Debtors is hereby restrained untilfurther order of this Court from discontinuing, altering, interfering with or terminatingthe supply of such goods or services, as may be required by the Receiver and thatthe Receiver shall be authorized to continue use of the Debtors' current premises,telephone numbers, facsimile numbers, internet addresses, domain names and otherservices, provided in each case that the normal prices or charges for all such goodsor services received after the date of this Order are paid by the Receiver, inaccordance with the normal payment practices of the Debtors or such other practicesas may be agreed upon by the supplier or service provider and the Receiver, or asmay be ordered by this Court;

EMPLOYEES

[27] AUTHORIZES the Receiver, on behalf of the Debtors, to continue to engage theservices of the employees of the Debtors until the Receiver, acting for and on behalfof the Debtors, terminates the employment of such employees. The Receiver shallnot be liable for any employee related liabilities, including any successor-employerliabilities as provided for in sections 14,06(1.2) of the BIA other than such amounts asthe Receiver may specifically agree in writing to pay, or in respect of its obligationsunder sections 81.4(5) and 81,6(3) of the BIA or under the Wage Earner ProtectionProgram Act;

PROTECTION OF PERSONAL INFORMATION

[28] DECLARES that pursuant to clause 7(3)(c) of the Canada Personal InformationProtection and Electronic Documents Act, the Receiver shall be permitted to disclosepersonal information on identifiable individuals, which information it has in itspossession or under its responsibility, to interested parties or to investors, financiers,prospective purchasers or potential strategic partners, as well as to their advisors, butonly to the extent desirable or required, and only upon condition that the persons towhom such personal information is disclosed shall undertake to maintain and protectthe privacy of such information and limit the use of such information pursuant toconfidentiality agreements entered into with the Receiver;

7

LIMITATION OF LIABILITY

[29] DECLARES that subject to the powers granted to the Receiver pursuant to the termsof paragraph 12 of the Order, nothing herein contained shall require the Receiver tooccupy or to take control, or to otherwise manage all or any part of the Property. TheReceiver shall not and shall not be deemed, as a result of this Order, to be inpossession or the custodian of any of the Property within the meaning ofenvironmental legislation, the whole pursuant to the terms of the BIA;

[30] DECLARES that the Receiver is not subject to any of the obligations contained insections 232 and 233 of the Mining Act, C.Q.L.R., c. M-13.1 (the "Mining Act"), andis not required to comply with any remediation and restoration plan submitted to theMinister of Natural Resources and Wildlife by the Debtors pursuant to section 232.1of the Mining Act nor the supply any guarantee pursuant to section 232.4 of theMining Act.

[31] DECLARES that the powers of the Receiver shall be exercised pursuant to its solediscretion and judgment;

[32] DECLARES that any act or decision made by the Receiver in the exercise of itspowers granted by this Order shall be deemed to be made on behalf of the Debtors;

[33] DECLARES that section 215 of the BIA applies mutatis mutandis, and hence that noaction lies against the Receiver by reason of its appointment or the execution of thepowers granted by the Court, except by leave of the Court. The entities related to theReceiver or belonging to the same group as the Receiver shall benefit from theprotection arising under the present paragraph;

FEES

[34] DECLARES that as security for the professional fees and disbursements incurred inrelation to these proceedings, both before and after the date of the Order, a chargeand security over the Property is hereby constituted in favour of the Receiver, of theReceiver's attorneys and other advisors, to the extent of the aggregate amount of$500,000 (the "Receiver's Administration Charge");

[35] DECLARES that, other than the Tewoo Security and the BNS Cash CollateralCharge, the Receiver's Administration Charge shall rank in priority to any and allEncumbrances affecting the Property charged by such Encumbrances (including theReceiver's Borrowings Charge and the CCAA Charges which CCAA Charges shallcontinue to bind the Property pursuant to the terms of the Discharge and TransitionOrder);

[36] DECLARES that the Receiver's Administration Charge is effective and shall charge,as of 12:01 a.m. (Montreal time) the day of the Order (the "Effective Time"), all theDebtors' Property present and future;

8

[37] DECLARES that notwithstanding: (i) these proceedings and any declaration ofinsolvency made herein, (ii) any petition for a bankruptcy order filed pursuant to theBIA in respect of the Petitioner and any bankruptcy order granting such petition orany assignment in bankruptcy made or deemed to be made in respect of thePetitioner and (iii) the provisions of any federal or provincial statute, the payments ordisposition of Property made by the Receiver pursuant to the Order and the grantingof the Receiver's Administration Charges and the Receiver's Borrowing Charge donot and will not constitute settlements, fraudulent preferences, fraudulentconveyances or other challengeable or reviewable transactions or conduct meriting arecourse for abuse under an applicable law, and shall be valid and enforceable asagainst any person, including any trustee in bankruptcy, and any receiver to theProperty of the Debtors;

[38] AUTHORIZES the Receiver to collect the payment of its fees and disbursements andthose of its attorneys, with the consent of the Petitioner, the whole subject to taxationin conformity with the BIA, if applicable;

[39] DECLARES that notwithstanding anything to the contrary herein the Receiver'sAdministration Charge and the Receiver's Borrowing Charge shall be junior andsubordinate to the Tewoo Security as against the Pledged Shares (as defined in theMotion).

[40] DECLARES that, in respect of certain pre-filing letters of credit issued by the Bank ofNova Scotia ("BNS") and pre-filing credit card and other cash management servicesprovided to the Debtors and certain persons related to the Debtors, secured by cashcollateral (the "LC Cash Collateral") maintained by BNS in an aggregate principalamount of CDN$4,001,420 (the "LC Exposure"), the Receiver's AdministrationCharge and the Receiver's Borrowing Charge, as may attach to the LC CashCollateral, including by operation of law or otherwise, (a) shall rank junior in priority tothe BNS Cash Collateral Charge and (b) shall attach to the LC Cash Collateral onlyto the extent of the rights of the Debtors to the return of any LC Cash Collateral fromBNS following the payment and satisfaction of all LC Exposure, notwithstandinganything to the contrary contained herein.

RECORDS

[41] DECLARES that the Receiver shall allow current or former directors of the Debtors ortheir authorized representatives reasonable access to the Records on reasonablenotice to the Receiver and provide at least 7 days' prior written notice to the directorsbefore destroying such Records or transferring such Records to another party;

GENERAL

[42] DECLARES that the Order, the Motion and the affidavit do not, in and of themselves,constitute a default or failure to comply by the Debtors under any statute, regulation,

-9

license, permit, contract, permission, covenant, agreement, undertaking or any otherwritten document or requirement;

[43] DECLARES that the Receiver is at liberty to serve any notice, circular or any otherdocument in connection with these proceedings by forwarding copies by prepaidordinary mail, courier, personal delivery or electronic transmission to persons or otherappropriate parties at their respective given address as last shown in the Records;the documents served in this manner shall be deemed to be received on the date ofdelivery if by personal delivery or electronic transmission, on the following businessday if delivered by courier, or three (3) business days after mailing if delivered byordinary mail;

[44] DECLARES that the Receiver may serve any court materials in these proceedingson all represented parties, by emailing a PDF or other electronic copy of suchmaterials to counsels' email addresses, provided that the Receiver shall deliver "hardcopies" of such materials upon request to any party as soon as practicable thereafter;

[45] DECLARES that any party interested in these proceedings may serve any courtmaterial in these proceedings by emailing a PDF or other electronic copy of suchmaterials to counsels' email addresses, provided that such party shall deliver a "hardcopy" on paper of such PDF or electronic materials to the Debtors' and the.Receiver's counsel and to any other party who may request such delivery;

[46] DECLARES that a copy of all court material served in these proceedings shall besent to the Receiver, the Receiver's counsel and Hale Capital Partners L.P.'scounsels at the following email addresses:

If to the Receiver:

Duff & Phelps Canada Restructuring inc.c/o: Robert Kofman and David SieradzkiBobby.Kofman@duffandphelps.comDavid .Sieradzki@duffandphelps.com

If to the Receiver's counsel:

Osier, Hoskin & Harcourt LLP.c/o: Martin Desrosiers and Tracy Sandlermdesrosiers@osler.comtsandler@osler.com

If to Hale Capital Partners L.P.'s counsel:

Davies Ward Phillips & Vineberg LLPc/o: Jay Swartz, Denis Ferland and Gabriel Lavery Lepage

- 10 -

jswartz@dwpv.comdferiand@dwpv.comglepage@dwpv.com

[47] DECLARES that, unless otherwise provided herein, ordered by this Court, orprovided by the B1A, no document, order or other material need be served on anyperson in respect of these proceedings, unless such person has served a notice ofappearance on the solicitors for the Debtors and the Receiver and has filed suchnotice with the Court;

[48] DECLARES that any interested Person may apply to this Court to vary or rescind theOrder or seek other relief upon five (5) days notice to the Receiver, the Petitioner andany other party likely to be affected by the order sought or upon such other notice, ifany, as this Court may order;

[49] DECLARES that the present Order and all other orders in these proceedings shallhave full force and effect in all provinces and territories in Canada;

[50] DECLARES that the Receiver shall be authorized to apply as it may considernecessary or desirable, with or without notice, to any other court or administrativebody, whether in Canada, the United States of America or elsewhere, for orderswhich aid and complement the Order and any subsequent orders of this Court and,without limitation to the foregoing, an order under Chapter 15 of the U.S. BankruptcyCode, for which the Receiver shall be the foreign representative of the Debtors. Allcourts and administrative bodies of all such jurisdictions are hereby respectivelyrequested to make such orders and to provide such assistance to the Receiver asmay be deemed necessary or appropriate for that purpose;

[51] REQUESTS the aid and recognition of any Court or administrative body in anyProvince of Canada and any Canadian federal court or administrative body and anyfederal or state court or administrative body in the United States of America and anycourt or administrative body elsewhere, to act in aid of and to be complementary tothis Court in carrying out the terms of the Order;

[52] ORDERS the provisional execution of the present Order notwithstanding any appealand without the requirement to provide any security or provision for costswhatsoever;

No. 500-11-047560-145

SUPERIOR COURT

District of Montreal

IN THE MATTER OF THE PLAN OF ARRANGEMENTOF:QUEBEC LITHIUM INC., QLI METAUX INC., RBENERGY INC. AND SIROCCO MINING INC.

Debtors-and-HALE CAPITAL PARTNERS L.P.

Petitioner

-and-KPMG INC.

Mon itor-and-DUFF & PHELPS CANADA RESTRUCTURING INC.

Receiver

EXHIBIT R-5

ORIGINAL

=

Attorneys for PetitionerPer: Me Gabriel Lavery Lepage

Dir 514 841 6492

OfF 249311

DAVIES WARD PHILLIPS &VINEBERG LLP

1501 McGill College Avenue26' FloorMontreal Canada 113A 31\19

Tel 514 841 6400Fax 514 841 6499BP-0181