CREDIT AGREEMENT

(the “ Lender ”)

(“ Allied Nevada ”)

(“ Hycroft ”)

1.

Definitions. In this Agreement:

(a)

“ Advance ” means the advance of the Facility hereunder;

(b)

“ Allied Nevada ” Allied Nevada Gold Corp., a Delaware corporation;

(c)

“ Borrowers ” means collectively, Allied Nevada and Hycroft and “ Borrower ” means either one of them;

(d)

“ Business Day ” means a day which is not a Saturday, Sunday or a statutory holiday in the Province of British Columbia or the State of Nevada;

(e)

“ Collateral ” has the meaning set forth in subparagraph 7(a) below;

(f)

“ control ” has the meaning set forth in subparagraph 12(n) below;

(g)

“ Equipment ” means the equipment which has been acquired by Hycroft, as described in Schedule “C” attached hereto;

(h)

“ Event of Default ” has the meaning set forth in paragraph 12 below;

(i)

“ Exchange ” means The Toronto Stock Exchange;

(j)

“ Facility ” means the $8,000,000 credit facility granted by the Lender to the Borrowers pursuant to this Agreement;

(k)

“ Final Approval ” has the meaning set forth in subparagraph 9(j) below;

(l)

“ Financial Statements ” has the meaning set forth in subparagraph 9(g) below;

(m)

“ Hycroft ” means Hycroft Resources & Development, Inc., a Nevada corporation;

(n)

“ Hycroft Mine ” means the mining properties and related interests comprising the Hycroft open pit mine located near Winnemucca, Nevada operated by Hycroft;

(o)

“ Indebtedness ” means:

(i)

all indebtedness for borrowed money and all obligations evidenced by notes, bonds, debentures or other similar instruments;

(ii)

all obligations, contingent or otherwise, in respect of letters of credit (whether or not drawn) or bankers acceptances or similar facilities;

(iii)

all obligations to pay the deferred purchase price of property or services (other than current trade payables that are incurred in the ordinary course of business and are not overdue for a period of more than 90 days;

(iv)

all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired;

(v)

all obligations which would be required to be disclosed on the Borrower’s balance sheet as a liability in accordance with US GAAP and which would be payable more than 12 months from the date of creation thereof (other than reserves for taxes and for contingent obligations); and

(vi)

all obligations of the kind referred to above in this subparagraph (o) secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights), whether or not either Borrower has become liable for the payment of such obligation;

(p)

“ Lender ” means Ionic Capital Corp., a British Columbia company;

(q)

“ Liens ” means any mortgage, charge, lien, hypothec or encumbrance, whether fixed or floating on, or any security interest in, any property, whether real, personal or mixed, tangible or intangible, any pledge or hypothecation of any property, any royalty payment obligation, any deposit arrangement, priority, conditional sale agreement, other title retention agreement or equipment trust, capital lease or other security arrangement of any kind;

(r)

“ Note ” has the meaning set forth in paragraph 8(a)(i) below;

(s)

“ Permitted Disposition ” has the meaning set forth in paragraph 4(b)(i) below;

(t)

“ Permitted Encumbrances ” means the Liens described in Schedule “D” hereto;

(u)

“ Public Record ” has the meaning set forth in paragraph 9(i) below;

(v)

“ Outstanding Balance ” has the meaning set forth in paragraph 4(a) below;

(w)

“ Retainer ” has the meaning set forth in paragraph 14 below;

(x)

“ Secondary Mining Properties ” means any mining claims, patented or unpatented, leases, permits, easements, licences, subleases, rights of way or other rights to carry out or conduct mining exploration or operations now held by any of Allied Nevada Gold Holdings LLC, Allied VNC Inc. or Victory Exploration Inc., which for greater certainty, does not include the Hycroft Mine;

(y)

“ Structuring Fee ” has the meaning set forth in paragraph 6 below;

(z)

“Subsidiaries ” means, with respect to the Borrowers, any corporation of which at least a majority of the outstanding shares to which there is attached voting power under ordinary circumstances to elect a majority of the board of directors of such corporation, shall at the relevant time be owned directly or indirectly by the Borrowers, one or more Subsidiaries of the Borrowers, or any combination thereof, and for greater certainty, shall include those corporations listed on Schedule “B” hereto, and “ Subsidiary ” shall mean any one of them;

(aa)

“ Term Sheet ” means the Term Sheet for Credit Facility dated March 6, 2009, between Allied Nevada and the Lender; and

(bb)

“ US GAAP ” has the meaning set forth in paragraph 9(g) below.

2.

Facility Advance. Subject to and upon the fulfilment of the conditions precedent contained in paragraph 8 of this Agreement, as the case may be, the Lender will advance the principal amount of the Facility to the Borrowers or as the Borrowers may otherwise direct.

3.

Use of Proceeds. The Borrowers covenant and agree with the Lender that the Facility proceeds will be used by Hycroft for its general working capital purposes, and for no other purpose whatsoever without the express written consent of the Lender.

4.

Term and Prepayment.

(a)

Subject to the rights of the Lender under Section 13 to accelerate payment of all monies owing hereunder, the principal amount of the Advance, together with all accrued but unpaid interest, fees and other costs or charges payable hereunder from time to time (collectively the “ Outstanding Balance ”), will be immediately due and payable by the Borrowers to the Lender on September 30, 2010.

(b)

If after the Advance of the Facility, the Borrowers or any of their respective Subsidiaries:

(i)

sell or otherwise dispose of any assets outside of the ordinary course of business, except for the transfer by any of Allied Nevada Gold Holdings LLC, Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint venture, sale or option (each, a “ Permitted Disposition ”); or

(ii)

close one or more equity or debt financings (which for greater certainty shall not include the exercise of any options or warrants validly issued by either of the Borrowers and outstanding as at the date of this Agreement),

(c)

The Borrowers may prepay the Facility in whole at any time before maturity, without penalty, provided that such prepayment occurs on the last Business Day of any calendar month during the term of the Facility and further provided that the Borrowers have delivered to the Lender written notice of its intention to prepay the Facility not less than two (2) months prior to such prepayment.

5.

Interest. Interest will accrue on the Outstanding Balance from the date of Advance at the rate of fifteen percent (15%) per annum, calculated daily and compounded monthly (effective annual rate of 16.08%), and be payable by the Borrowers to the Lender monthly on the last Business Day of every month, as well as after maturity, default and judgment.

6.

Structuring Fee . In consideration for the Lender entering into this Agreement, the Borrowers shall pay to the Lender a non-refundable $80,000 structuring fee concurrently with the Advance (the “ Structuring Fee ”).

7.

Security. As security for the Facility the Borrowers will execute and deliver, or cause to be executed and delivered, to the Lender:

(a)

security agreements from the Borrowers, under which the Borrowers will grant to the Lender a first priority security interest over all of the Equipment listed on Schedule “C” hereto, together with all spare parts, accessions and accessories located with or installed on or affixed or attached to any of the Equipment from time to time, all replacements, substitutions and all proceeds thereof (collectively, the “ Collateral ”), subject only to Permitted Encumbrances; and

(b)

such other security as the Lender may reasonably require;

8.

Conditions Precedent to the Advance. As conditions precedent to the Advance under the Facility by the Lender:

(a)

the Borrowers will have:

(i)

executed and delivered to the Lender a promissory note in the form attached hereto as Schedule “B” (the “ Note ”) in the principal amount of the Advance;

(b)

the Borrowers will have:

(i)

executed and delivered or caused to be executed and delivered all of the security documents referred to in paragraph 7 above and the documents, securities and instruments referred therein and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein;

(ii)

delivered certified copies of their directors’ resolutions authorizing the borrowing or guaranteeing of the Facility, as the case may be, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with officer’s certificates, certifying certain factual matters; and

(iii)

caused to be executed and delivered legal opinions of the Borrowers’ United States counsel, in form and terms satisfactory to the Lender and its counsel, acting reasonably;

(c)

the representations and warranties of the Borrowers contained in paragraph 9 will be true and correct in all material respects and the Borrowers will have complied with all covenants required to be complied with by them prior to the Advance under the Facility by the Lender (including but not limited to the payment of the Structuring Fee payable in connection with the Advance);

(d)

there shall have been no adverse material change in the business, operations, assets or ownership of the Borrowers or any of their respective Subsidiaries, taken as a whole, since the date of the Term Sheet;

(e)

the Lender will have completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrowers and their respective Subsidiaries, properties and assets, including but not limited to the Equipment and all valuations in respect thereof;

(f)

the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrowers and their respective Subsidiaries and the adequacy of the collateral security contemplated herein;

(g)

the Lender shall have completed the syndication of the Facility; and

(h)

the Lender shall have received the approval of its board of directors;

9.

Representations and Warranties. The Borrowers represent and warrant to the Lender as follows:

(a)

each of the Borrowers exists as a company under the law of its jurisdiction of incorporation, and has not discontinued or been dissolved under that Law and is in good standing with respect to the filing of annual reports thereunder;

(b)

each of the Borrowers has the power and authority to (i) carry on its business as now being conducted and is licensed or registered or otherwise qualified in all jurisdictions where in the nature of its assets or the business transacted makes such licensing, registration or qualification necessary, (ii) acquire, own, hold, lease and mortgage or grant security in its assets including real property and personal property and (iii) enter into and perform its obligations under this Agreement and all other documents or instruments delivered hereunder;

(c)

this Agreement and all ancillary instruments or documents issued, executed and delivered hereunder by each of the Borrowers, has been duly authorized by all necessary action of each of the Borrowers and each constitutes or will constitute a legal, valid and binding obligation of each, enforceable against each of the Borrowers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and to the general principles of equity;

(d)

neither of the Borrowers nor any Subsidiary is in breach of or in default under any agreement which if terminated or cancelled could reasonably be expected to have a material adverse effect on the business, properties or assets of the Borrowers, or any obligation in respect of borrowed money and the execution and delivery of this Agreement and all ancillary instruments or documents issued and delivered hereunder or thereunder, and the performance of the terms hereof and thereof will not be, or result in, a violation or breach of, or default under the Borrowers’ or any Subsidiary’s constating documents, any law, any judgment, agreement or instrument to which they are a party or may be bound;

(e)

on closing, the Security will create a valid first registered charge, lien and security over the Collateral, subject only to Permitted Encumbrances;

(f)

no litigation or administrative proceedings before any court or governmental authority are presently ongoing, or have been threatened in writing, or to the best of the Borrowers’ knowledge are pending, against either of the Borrowers or any Subsidiary or any of their respective properties or assets or affecting any of their properties or assets which could reasonably be expected to have a material adverse effect on their business, properties or assets;

(g)

the audited annual consolidated financial statements for Allied Nevada for the fiscal year ended December 31, 2008, including all notes and management’s discussion and analysis publicly disclosed in connection therewith (collectively, the “ Financial Statements ”),

(h)

Allied Nevada is in compliance, in all material respects, with its continuous disclosure obligations under applicable securities laws and, without limiting the generality of the foregoing, there has been no adverse material change (actual, contemplated or threatened) in the property, assets, business or operations of either of the Borrowers or any of their respective Subsidiaries, taken as a whole, since the date of release of the Financial Statements, other than as publicly disclosed in writing by Allied Nevada prior to the date of this Agreement;

(i)

the information circulars, prospectuses, annual information forms, offering memoranda, financial statements, material change reports and news releases filed with the Exchange and the Securities Commissions in those jurisdictions in which Allied Nevada is a reporting issuer on or during the twelve (12) months preceding the date hereof (collectively, the “ Public Record ”), is complete and accurate in all material respects and omits no facts, the omission of which makes the Public Record, or any particulars therein, misleading, misrepresentative or