Interest in Properties and Mineral Rights. (i) All of Bullion’s and its Subsidiaries’ real properties (collectively, the “Bullion Property”) and all of Bullion’s and its Subsidiaries’ mineral interests and rights (including any claims, concessions, exploration licenses, exploitation licenses, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, the “Bullion Mineral Rights”), are set out in Schedule 4.1(o)(i) of the Bullion Disclosure Letter. Other than the Bullion Property and the Bullion Mineral Rights set out in Schedule 4.1(o)(i) of the Bullion Disclosure Letter, neither Bullion nor its Subsidiaries, owns or has any interest in any real property or any mineral interests and rights. (ii) Except as disclosed on Schedule 4.1(o)(ii) of the Bullion Disclosure Letter, Bullion or a Subsidiary of Bullion is the sole legal and beneficial owner of all right, title and interest in and to the Bullion Property and the Bullion Mineral Rights, free and clear of any Liens. (iii) All of the Bullion Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims. (iv) The Bullion Property and the Bullion Mineral Rights are in good standing under applicable Law and, to the knowledge of Bullion, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) There is no adverse claim against or challenge to the title to or ownership of the Bullion Property or any of the Bullion Mineral Rights. (vi) Bullion or a Subsidiary of Bullion has the exclusive right to deal with the Bullion Property and all of the Bullion Mineral Rights. (vii) Except as disclosed in Schedule 4.1(o)(vii) of the Bullion Disclosure Letter, no Person other than Bullion and its Subsidiaries has any interest in the Bullion Property or any of the Bullion Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (viii) Except as disclosed in Schedule 4.1(o)(viii) of the Bullion Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Bullion’s or a Subsidiary’s interest in the Bullion Property or any of the Bullion Mineral Rights. (ix) There are no material restrictions on the ability of Bullion and its Subsidiaries to use, transfer or exploit the Bullion Property or any of the Bullion Mineral Rights, except pursuant to the applicable Law. (x) None of Bullion, any of its Subsidiaries or Old Bullion has received any written notice from any Governmental Authorities of any revocation or intention to revoke any interest of Bullion or a Subsidiary in any of the Bullion Property or any of the Bullion Mineral Rights. (xi) Bullion and its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licenses operations from landowners or Governmental Authorities permitting the use of land by Bullion and its Subsidiaries, and mineral interests that are required to exploit the development potential of the Bullion Property and the Bullion Mineral Rights as contemplated in Bullion Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by Bullion to develop the Bullion Property or any of the Bullion Mineral Rights as contemplated in Bullion Public Documents filed on or before the date hereof. (xii) All mines located in or on the Bullion Property, or properties pooled or unitized therewith, which have been abandoned by Bullion, any of its Subsidiaries or Old Bullion have been abandoned in accordance with good mining practices and in compliance with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to Bullion as of the date hereof have been accurately set forth in Bullion Public Documents without omission of information necessary to make the disclosure not misleading
Appears in 2 contracts
Sources: Merger Agreement (Eurasian Minerals Inc), Merger Agreement (Bullion Monarch Mining, Inc. (NEW))
Interest in Properties and Mineral Rights. (i) All The Carlisle Disclosure Letter sets out a complete and accurate description of Bullion’s and its Subsidiaries’ all of Carlisle’s: (A) real properties (collectively, the “Bullion Carlisle Property”) and all of Bullion’s and its Subsidiaries’ (B) mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licenseslicences, exploitation licenseslicences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law Laws or otherwise) (collectively, the “Bullion Carlisle Mineral Rights”), are set out in Schedule 4.1(o)(i) of the Bullion Disclosure Letter. Other than the Bullion Carlisle Property and the Bullion Carlisle Mineral Rights set out in Schedule 4.1(o)(i) of the Bullion Carlisle Disclosure Letter, neither Bullion nor its Subsidiaries, owns Carlisle does not own or has have any interest in any real property or any mineral interests and or rights.
(ii) Except as disclosed on Schedule 4.1(o)(ii) of in the Bullion Carlisle Disclosure Letter, Bullion or a Subsidiary of Bullion Carlisle is the sole legal registered and beneficial owner of all right, title and interest in and to the Bullion Carlisle Property and the Bullion Carlisle Mineral Rights, free and clear of any LiensEncumbrances other than the Carlisle Permitted Encumbrances.
(iii) All To the best of Carlisle’s knowledge, all of the Bullion Carlisle Mineral Rights have been properly located and recorded and otherwise granted in compliance with applicable Law Laws and are comprised of valid and subsisting mineral claimssubsisting.
(iv) The Bullion Carlisle Property and the Bullion Carlisle Mineral Rights are in good standing under applicable Law Laws and, to the knowledge of BullionCarlisle, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) There To the best of Carlisle’s knowledge, there is no material adverse claim against or challenge to the title to or ownership of the Bullion Carlisle Property or any of the Bullion Carlisle Mineral Rights.
(vi) Bullion or a Subsidiary of Bullion Except as disclosed in the Carlisle Disclosure Letter, Carlisle has the exclusive right to deal with the Bullion Carlisle Property and all of the Bullion Carlisle Mineral Rights.
(vii) Except Other than Taxes, Carlisle Permitted Encumbrances, interests of Governmental Entities and Aboriginal Groups and as disclosed described in Schedule 4.1(o)(vii) of the Bullion Carlisle Public Disclosure Documents and the Carlisle Disclosure Letter, no Person other than Bullion and its Subsidiaries Carlisle has any interest in the Bullion Carlisle Property or any of the Bullion Carlisle Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) Except as disclosed in Schedule 4.1(o)(viii) of the Bullion Carlisle Public Disclosure LetterDocuments, there are no back-in rights, earn-in rights, purchase options, rights of first refusal or similar provisions or rights which would affect Bullion’s or a SubsidiaryCarlisle’s interest in the Bullion Carlisle Property or any of the Bullion Carlisle Mineral Rights.
(ix) There are no material restrictions on the ability of Bullion and its Subsidiaries Carlisle to use, transfer or exploit the Bullion Carlisle Property or any of the Bullion Carlisle Mineral Rights, except pursuant to the applicable LawLaws.
(x) None of Bullion, any of its Subsidiaries or Old Bullion Carlisle has not received any notice, whether written notice or oral, from any Governmental Authorities Entity of any revocation or intention to revoke any interest of Bullion or a Subsidiary Carlisle in any of the Bullion Carlisle Property or any of the Bullion Carlisle Mineral Rights.
(xi) Bullion and its Subsidiaries have Carlisle has certain but not necessarily all required surface rights, including fee simple estates, leases, easements, rights of way and permits or licenses operations licences from landowners or Governmental Authorities Entities permitting the use of land and other interests by Bullion and its SubsidiariesCarlisle, and mineral interests that are required to exploit the development potential of the Bullion Carlisle Property and the Bullion Carlisle Mineral Rights based on current or planned operations (as set forth in the Carlisle Public Disclosure Documents, including as contemplated by the current technical report with respect thereto, if any, prepared under NI 43-101) and, except as disclosed in Bullion the Carlisle Public Documents filed on or before the date hereof and Disclosure Documents, no third party or group holds any such rights that would be required by Bullion Carlisle to so develop the Bullion Carlisle Property or any of the Bullion Carlisle Mineral Rights as contemplated in Bullion Public Documents filed on or before the date hereofRights.
(xii) All mines located in or on the Bullion Property, lands of Carlisle or properties lands pooled or unitized or otherwise used in connection therewith, which have been abandoned by BullionCarlisle, any of its Subsidiaries or Old Bullion have been abandoned in all material respects in accordance with good mining practices and in compliance in all material respects with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to Bullion Carlisle as of the date hereof have been accurately set forth in Bullion the Carlisle Public Disclosure Documents without omission of information necessary to make the disclosure not misleading.
Appears in 1 contract
Sources: Arrangement Agreement