Common use of Corrupt Practices Legislation Clause in Contracts

Corrupt Practices Legislation. (i) None of the Purchaser, its Subsidiaries and affiliates, nor, to the Purchaser’s knowledge, any of their officers, directors, employees or agents has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) to assist the Purchaser or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser and its Subsidiaries, nor, to the knowledge of the Purchaser, any of their respective directors, officers, employees or agents has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of Anti-Corruption Laws. Neither the Purchaser, nor its Subsidiaries, nor to the knowledge of the Purchaser, any of their respective officers, directors, employees or agents has violated any Anti-Corruption Laws and, to the knowledge of the Purchaser, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser or one of its Subsidiaries and any other Person are in compliance with Anti-Corruption Laws. Since January 1, 2024, the Purchaser and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, and agents in place in respect thereof designed to promote compliance with Anti-Corruption Laws. (iv) None of the Purchaser or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser or one of its Subsidiaries or any of their respective directors, officers, employees, or agents has materially violated any Anti-Corruption Laws, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Anti-Corruption Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser and its Subsidiaries have maintained systems of internal controls designed to promote compliance by the foregoing and their respective directors, officers, employees, and agents, with Anti-Corruption Laws. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None of the PurchaserNeither Hudbay, its Subsidiaries and affiliates, nor, to the Purchaser’s Hudbay's knowledge, any of their officers, directors, employees Representatives or agents other Persons acting on behalf of Hudbay or any of its Subsidiaries has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Hudbay or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s 's official capacity, including a decision to fail to perform such person’s 's official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s 's influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Hudbay or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist the Purchaser Hudbay or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser and Hudbay, its Subsidiaries, nor, to the knowledge of the Purchaser, nor any of their respective directors, officers, employees or agents Representatives has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Hudbay or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of Applicable Anti-Corruption LawsLaw. Neither the Purchaser, Hudbay nor its Subsidiaries, nor to the knowledge of the Purchaser, any of their respective officersRepresentatives, directors, employees or agents has violated any Applicable Anti-Corruption Laws Law and, to the knowledge of the PurchaserHudbay, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser Hudbay or one of its Subsidiaries and any other Person are in compliance with Applicable Anti-Corruption Laws. Since January 1, 20242022, the Purchaser Hudbay and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and agents representatives in place in respect thereof designed as are appropriate to promote compliance with Anti-Corruption Lawsprevent and detect violations of laws prohibiting corruption, bribery and money laundering. (iv) None of the Purchaser Hudbay or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents or representatives has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Hudbay or one of its Subsidiaries or any of their respective directors, officers, employees, agents or agents representatives has materially violated any Anti-Corruption LawsLaws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Antianti-Corruption corruption, antibribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person person alleging material non-compliance with any such Anti-Corruption Laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Hudbay Material Adverse Effect. (v) The Purchaser Hudbay and its Subsidiaries have maintained systems of internal controls designed intended to promote ensure compliance by the foregoing and their respective directors, officers, employees, and agents, with Applicable Anti-Corruption LawsLaw. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None of the PurchaserCompany, its Subsidiaries and affiliates, nor, to the PurchaserCompany’s knowledge, any of their officers, directors, employees Representatives or agents other Persons acting on behalf of the Company or any its Subsidiaries has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Company or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) to assist the Purchaser or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser Company and its Subsidiaries, nor, to the knowledge of the PurchaserCompany, any of their respective directors, officers, employees or agents Representatives has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Company or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), as amended, or any law of similar effect prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject (collectively, “Company Applicable Anti-Corruption LawsLaw”) for the purposes of this Section 3.1(kk)(ii)). Neither the PurchaserCompany, nor its Subsidiaries, nor nor, to the knowledge of the PurchaserCompany, any of their respective officersRepresentatives, directors, employees or agents has violated any Company Applicable Anti-Corruption Laws Law and, to the knowledge of the PurchaserCompany, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser Company or one of its Subsidiaries and any other Person are in compliance with Company Applicable Anti-Corruption LawsLaw. Since January 1, 20242022, the Purchaser Company and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and agents representatives in place in respect thereof designed as are appropriate to promote compliance with prevent and detect violations of Company Applicable Anti-Corruption LawsLaw. (iv) None of the Purchaser Company or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents or representatives has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Company or one of its Subsidiaries or any of their respective directors, officers, employees, agents or agents representatives has materially violated any Company Applicable Anti-Corruption LawsLaw, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Company Applicable Anti-Corruption LawsLaw, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser Company and its Subsidiaries have maintained systems of internal controls designed intended to promote ensure compliance by the foregoing and their respective directors, officers, employees, and agents, with Company Applicable Anti-Corruption LawsLaw. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None of Neither the PurchaserCompany, its Subsidiaries and affiliates, nor, to the Purchaser’s Company's knowledge, any of their officers, directors, employees Representatives or agents other Persons acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Company or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s 's official capacity, including a decision to fail to perform such person’s 's official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s 's influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser and Company, its Subsidiaries, nor, to the knowledge of the Purchaser, nor any of their respective directors, officers, employees or agents Representatives has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Company or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any law of similar effect prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject (collectively, "Applicable Anti-Corruption LawsLaw"). Neither the Purchaser, Company nor its Subsidiaries, nor to the knowledge of the Purchaser, any of their respective officersRepresentatives, directors, employees or agents has violated any Applicable Anti-Corruption Laws Law and, to the knowledge of the PurchaserCompany, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser Company or one of its Subsidiaries and any other Person are in compliance with Applicable Anti-Corruption Laws. Since January 1, 20242022, the Purchaser Company and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and agents representatives in place in respect thereof designed as are appropriate to promote compliance with Anti-Corruption Lawsprevent and detect violations of laws prohibiting corruption, bribery and money laundering. (iv) None of the Purchaser Company or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents or representatives has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Company or one of its Subsidiaries or any of their respective directors, officers, employees, agents or agents representatives has materially violated any Anti-Corruption LawsLaws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Antianti-Corruption corruption, antibribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person person alleging material non-compliance with any such Anti-Corruption Laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (v) The Purchaser Company and its Subsidiaries have maintained systems of internal controls designed intended to promote ensure compliance by the foregoing and their respective directors, officers, employees, and agents, with Applicable Anti-Corruption LawsLaw. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None of the PurchaserCompany, its Subsidiaries and affiliates, nor, to the PurchaserCompany’s knowledge, any of their officers, directors, employees or agents or any of its Subsidiaries has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Company or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person Person in such personPerson’s official capacity, including a decision to fail to perform such personPerson’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such person Person to use such personPerson’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser Company and its Subsidiaries, nor, to the knowledge of the PurchaserCompany, any of their respective directors, officers, employees or agents has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Company or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of the Company Applicable Anti-Corruption Laws. Neither the PurchaserCompany, nor its Subsidiaries, nor nor, to the knowledge of the PurchaserCompany, any of their respective directors, officers, directors, employees or agents has violated any Company Applicable Anti-Corruption Laws and, to the knowledge of the PurchaserCompany, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser Company or one of its Subsidiaries and any other Person are in compliance with Company Applicable Anti-Corruption Laws. Since January 1, 2024, the Purchaser Company and its Subsidiaries have maintained policies and procedures applicable to it each of them respectively and their respective directors, officers, employees, employees and agents in place in respect thereof designed to promote compliance with Company Applicable Anti-Corruption Laws. (iv) None of the Purchaser Company or its Subsidiaries nor to the knowledge of the Company, any of its directors, officers, employees, nor to their knowledge of the Purchaser, any employees or agents has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Company or one of its Subsidiaries or any of their respective directors, officers, employees, employees or agents has materially violated any Company Applicable Anti-Corruption Laws, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Company Applicable Anti-Corruption Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Company Applicable Anti-Corruption Laws, or received any notice, request or citation from any Person alleging material non-compliance with any such Company Applicable Anti-Corruption Laws. (v) The Purchaser Company and its Subsidiaries have maintained systems of internal controls designed to promote compliance by the foregoing and their respective directors, officers, employees, and agents, with Company Applicable Anti-Corruption Laws. (vi) Neither the PurchaserCompany, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Company Applicable Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None Neither Great Bear nor any of the Purchaser, its Subsidiaries and affiliatessubsidiaries, nor, to the PurchaserGreat Bear’s knowledge, any of their respective directors, officers, directorsagents, employees employees, consultants or agents has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization other persons acting on behalf of the Purchaser Great Bear or any of its Subsidiariessubsidiaries has offered or given, and Great Bear is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value, directly or indirectly, value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person (including any First Nation, aboriginal or indigenous official, candidate or community member), in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following: (A) influencing any action or decision of such person person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Great Bear or any of its subsidiaries in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Great Bear or one any of its Subsidiaries subsidiaries in obtaining or retaining business for, with, or directing business to, any Person person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Great Bear or the Purchaser or one of its Subsidiaries subsidiary in obtaining or retaining business for, with, or directing business to, any Personperson. (ii) None There have been no actions taken by Great Bear, any of the Purchaser and its Subsidiaries, norsubsidiaries or, to the knowledge of Great Bear, by any persons on behalf of Great Bear or any of its subsidiaries, that would cause Great Bear or its subsidiaries or such persons to be in violation of the PurchaserCorruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States), as amended (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which Great Bear or any of its subsidiaries conduct their business and to which Great Bear or any of its subsidiaries may be subject. (iii) The financial records of Great Bear and its subsidiaries have at all times been maintained in compliance with the Corruption Acts, during such times and to the extent Great Bear was subject to any such Corruption Act. (iv) There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Great Bear and its subsidiaries conduct their business pending against Great Bear or any of its subsidiaries, nor any of their respective directors, officers, employees agents, employees, consultants or agents has, directly other persons acting on behalf of Great Bear or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser or one of its Subsidiaries to be in violation of the substantive prohibitions subsidiaries, or requirements of Anti-Corruption Laws. Neither the Purchaser, nor its Subsidiaries, nor to the knowledge of the PurchaserGreat Bear, any of their respective officersthreatened against or affecting, directors, employees Great Bear or agents has violated any Anti-Corruption Laws and, to the knowledge of the Purchaser, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser or one of its Subsidiaries and any other Person are in compliance with Anti-Corruption Laws. Since January 1, 2024, the Purchaser and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, and agents in place in respect thereof designed to promote compliance with Anti-Corruption Laws. (iv) None of the Purchaser or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser or one of its Subsidiaries subsidiaries or any of their respective directors, officers, employees, or agents has materially violated any Anti-Corruption Laws, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Anti-Corruption Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser and its Subsidiaries have maintained systems of internal controls designed to promote compliance by the foregoing and their respective directors, officersagents, employees, and agents, with Anti-Corruption Laws. (vi) Neither the Purchaser, nor consultants or other persons acting on behalf of Great Bear or any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Lawssubsidiaries.

Corrupt Practices Legislation. (i) None Neither HighGold nor any of the Purchaser, its Subsidiaries and affiliatessubsidiaries, nor, to the PurchaserHighGold’s knowledge, any of their respective directors, officers, directorsagents, employees employees, consultants or agents has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization other persons acting on behalf of the Purchaser HighGold or any of its Subsidiariessubsidiaries has offered or given, and HighGold is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value, directly or indirectly, value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person (including any First Nation, aboriginal or indigenous official, candidate or community member), in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following: (A) influencing any action or decision of such person person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for HighGold or any of its subsidiaries in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser HighGold or one any of its Subsidiaries subsidiaries in obtaining or retaining business for, with, or directing business to, any Person person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist HighGold or the Purchaser or one of its Subsidiaries subsidiary in obtaining or retaining business for, with, or directing business to, any Personperson. (ii) None There have been no actions taken by HighGold, any of the Purchaser and its Subsidiaries, norsubsidiaries or, to the knowledge of HighGold, by any persons on behalf of HighGold or any of its subsidiaries, that would cause HighGold or its subsidiaries or such persons to be in violation of the PurchaserCorruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States), as amended (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which HighGold or any of its subsidiaries conduct their business and to which HighGold or any of its subsidiaries may be subject. (iii) The financial records of HighGold and its subsidiaries have at all times been maintained in compliance with the Corruption Acts, during such times and to the extent HighGold was subject to any such Corruption Act. (iv) There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which HighGold and its subsidiaries conduct their business pending against HighGold or any of its subsidiaries, nor any of their respective directors, officers, employees agents, employees, consultants or agents has, directly other persons acting on behalf of HighGold or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser or one of its Subsidiaries to be in violation of the substantive prohibitions subsidiaries, or requirements of Anti-Corruption Laws. Neither the Purchaser, nor its Subsidiaries, nor to the knowledge of the PurchaserHighGold, any of their respective officersthreatened against or affecting, directors, employees HighGold or agents has violated any Anti-Corruption Laws and, to the knowledge of the Purchaser, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser or one of its Subsidiaries and any other Person are in compliance with Anti-Corruption Laws. Since January 1, 2024, the Purchaser and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, and agents in place in respect thereof designed to promote compliance with Anti-Corruption Laws. (iv) None of the Purchaser or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser or one of its Subsidiaries subsidiaries or any of their respective directors, officers, employees, or agents has materially violated any Anti-Corruption Laws, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Anti-Corruption Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser and its Subsidiaries have maintained systems of internal controls designed to promote compliance by the foregoing and their respective directors, officersagents, employees, and agents, with Anti-Corruption Laws. (vi) Neither the Purchaser, nor consultants or other persons acting on behalf of HighGold or any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Lawssubsidiaries.

Corrupt Practices Legislation. (i) None of the PurchaserParent, its Subsidiaries and affiliates, nor, to the PurchaserParent’s knowledge, any of their officers, directors, employees Representatives or agents has, other Persons acting on behalf of the Parent or any of its Subsidiaries has directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Parent or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Parent or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) to assist the Purchaser Parent or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser Parent and its Subsidiaries, nor, to the knowledge of the PurchaserParent, any of their respective directors, officers, employees or agents Representatives has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Parent or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), as amended, or any law of similar effect prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject (collectively, the “Parent Applicable Anti-Corruption LawsLaw”). Neither the Purchaser, Parent nor its Subsidiaries, nor nor, to the knowledge of the PurchaserParent, any of their respective officersRepresentatives, directors, employees or agents has violated any Parent Applicable Anti-Corruption Laws Law and, to the knowledge of the PurchaserParent, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser Parent or one of its Subsidiaries and any other Person are in compliance with Parent Applicable Anti-Corruption LawsLaw. Since January 1, 20242022, the Purchaser Parent and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and agents representatives in place in respect thereof designed as are appropriate to promote compliance with prevent and detect violations of Parent Applicable Anti-Corruption Laws. (iv) None of the Purchaser Parent or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents or representatives has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Parent or one of its Subsidiaries or any of their respective directors, officers, employees, agents or agents representatives has materially violated any Parent Applicable Anti-Corruption LawsLaw, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Parent Applicable Anti-Corruption LawsLaw, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser Parent and its Subsidiaries have maintained systems of internal controls designed intended to promote ensure compliance by the foregoing and their respective directors, officers, employees, and agents, agents with Parent Applicable Anti-Corruption LawsLaw. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None of the PurchaserCompany, its Subsidiaries and affiliates, nor, to the PurchaserCompany’s knowledge, any of their officers, directors, employees Representatives or agents other Persons acting on behalf of the Company or any its Subsidiaries has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Company or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person. (ii) None of the Purchaser Company and its Subsidiaries, nor, to the knowledge of the PurchaserCompany, any of their respective directors, officers, employees or agents Representatives has, directly or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Company or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), as amended, or any law of similar effect prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject (collectively, “Company Applicable Anti-Corruption LawsLaw”) for the purposes of this Section 3.1(kk)(ii)). Neither the PurchaserCompany, nor its Subsidiaries, nor nor, to the knowledge of the PurchaserCompany, any of their respective officersRepresentatives, directors, employees or agents has violated any Company Applicable Anti-Corruption Laws Law and, to the knowledge of the PurchaserCompany, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser Company or one of its Subsidiaries and any other Person are in compliance with Company Applicable Anti-Corruption LawsLaw. Since January 1, 20242022, the Purchaser Company and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and agents representatives in place in respect thereof designed as are appropriate to promote compliance with prevent and detect violations of Company Applicable Anti-Corruption LawsLaw. (iv) None of the Purchaser Company or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents or representatives has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Company or one of its Subsidiaries or any of their respective directors, officers, employees, agents or agents representatives has materially violated any Company Applicable Anti-Corruption LawsLaw, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Company Applicable Anti-Corruption LawsLaw, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser Company and its Subsidiaries have maintained systems of internal controls designed intended to promote ensure compliance by the foregoing and their respective directors, officers, employees, and agents, with Company Applicable Anti-Corruption LawsLaw. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None of Neither the PurchaserCompany, its Subsidiaries and affiliates, nor, to the Purchaser’s Company's knowledge, any of their officers, directors, employees Representatives or agents other Persons acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of the Purchaser Company or its Subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such person in such person’s 's official capacity, including a decision to fail to perform such person’s 's official function in order to obtain or retain an advantage in the course of business; (B) inducing such person to use such person’s 's influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist the Purchaser Company or one of its Subsidiaries in obtaining or retaining business for, with, or directing business to, any Person, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (ii) None of the Purchaser and Company, its Subsidiaries, nor, to the knowledge of the Purchaser, nor any of their respective directors, officers, employees or agents has, directly or indirectly, Representatives has taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser Company or one of its Subsidiaries to be in violation of the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any Law of similar effect prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject (collectively, "Applicable Anti-Corruption Laws. Neither the Purchaser, nor its Subsidiaries, nor to the knowledge of the Purchaser, any of their respective officers, directors, employees or agents has violated any Anti-Corruption Laws and, to the knowledge of the Purchaser, no condition or circumstances exist that would form the basis of any such allegations. (iiiLaw") All contracts and all Contracts and arrangements between the Purchaser Company or one of its Subsidiaries and any other Person are in compliance with Applicable Anti-Corruption LawsLaws other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Hudbay. Since January 1March 31, 20242021, the Purchaser Company and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and agents representatives in place in respect thereof designed as are appropriate to promote compliance with Anti-Corruption Lawsprevent and detect violations of laws prohibiting corruption, bribery and money laundering. (iviii) None of the Purchaser Company or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents or representatives has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser Company or one of its Subsidiaries or any of their respective directors, officers, employees, agents or agents representatives has materially violated any Anti-Corruption LawsLaws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Antianti-Corruption corruption, anti-bribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person person alleging material non-compliance with any such Anti-Corruption Laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (viv) The Purchaser Company and its Subsidiaries have maintained systems of internal controls designed intended to promote ensure compliance by the foregoing and their respective directors, officers, employees, and agents, with Applicable Anti-Corruption Laws. (vi) Neither the Purchaser, nor any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Laws.

Corrupt Practices Legislation. (i) None Neither Alexco nor any of the Purchaser, its Subsidiaries and affiliatessubsidiaries, nor, to the PurchaserAlexco’s knowledge, any of their respective directors, officers, directorsagents, employees employees, consultants or agents has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization other persons acting on behalf of the Purchaser Alexco or any of its Subsidiariessubsidiaries has offered or given, and Alexco is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value, directly or indirectly, value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person (including any First Nation, aboriginal or indigenous official, candidate or community member), in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following: (A) influencing any action or decision of such person person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Alexco or any of its subsidiaries in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Purchaser Alexco or one any of its Subsidiaries subsidiaries in obtaining or retaining business for, with, or directing business to, any Person person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Alexco or the Purchaser or one of its Subsidiaries subsidiary in obtaining or retaining business for, with, or directing business to, any Personperson. (ii) None There have been no actions taken by Alexco, any of the Purchaser and its Subsidiaries, norsubsidiaries or, to the knowledge of Alexco, by any persons on behalf of Alexco or any of its subsidiaries, that would cause Alexco or its subsidiaries or such persons to be in violation of the PurchaserCorruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States), as amended (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which Alexco or any of its subsidiaries conduct their business and to which Alexco or any of its subsidiaries may be subject. (iii) The financial records of Alexco and its subsidiaries have at all times been maintained in compliance with the Corruption Acts, during such times and to the extent Alexco was subject to any such Corruption Act. (iv) There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Alexco and its subsidiaries conduct their business pending against Alexco or any of its subsidiaries, nor any of their respective directors, officers, employees agents, employees, consultants or agents has, directly other persons acting on behalf of Alexco or indirectly, taken any action that is or would be otherwise inconsistent with or prohibited by or would cause the Purchaser or one of its Subsidiaries to be in violation of the substantive prohibitions subsidiaries, or requirements of Anti-Corruption Laws. Neither the Purchaser, nor its Subsidiaries, nor to the knowledge of the PurchaserAlexco, any of their respective officersthreatened against or affecting, directors, employees Alexco or agents has violated any Anti-Corruption Laws and, to the knowledge of the Purchaser, no condition or circumstances exist that would form the basis of any such allegations. (iii) All contracts and arrangements between the Purchaser or one of its Subsidiaries and any other Person are in compliance with Anti-Corruption Laws. Since January 1, 2024, the Purchaser and its Subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, and agents in place in respect thereof designed to promote compliance with Anti-Corruption Laws. (iv) None of the Purchaser or its Subsidiaries nor any of its directors, officers, employees, nor to their knowledge of the Purchaser, any agents has (A) conducted or initiated any review, audit or internal investigation that concluded that the Purchaser or one of its Subsidiaries subsidiaries or any of their respective directors, officers, employees, or agents has materially violated any Anti-Corruption Laws, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing Anti-Corruption Laws, in each case with respect to any alleged act or omission arising under or relating to material non-compliance with any such Anti-Corruption Laws, or received any notice, request or citation from any Person alleging material non-compliance with any such Anti-Corruption Laws. (v) The Purchaser and its Subsidiaries have maintained systems of internal controls designed to promote compliance by the foregoing and their respective directors, officersagents, employees, and agents, with Anti-Corruption Laws. (vi) Neither the Purchaser, nor consultants or other persons acting on behalf of Alexco or any of its Subsidiaries, nor any of their respective directors or officers, has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it by any Governmental Entity with respect to compliance with Anti-Corruption Lawssubsidiaries.