Interest in Properties and Mineral Rights. (i) All of Red Back’s and its Subsidiaries’ real properties (collectively, and where material, the “Property”) and all of Red Back’s and its Subsidiaries’ mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, and where material, the “Mineral Rights”), are set out in Schedule 3.1(m)(i) of the Red Back Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 3.1(m)(i) of the Red Back Disclosure Letter, neither Red Back nor its Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights. (ii) Except as disclosed in the Red Back Public Documents and for the right granted to a third party to earn a 51% interest in the Enchi mineral interest in Ghana under an option agreement, Red Back or one of its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any Encumbrances. (iii) All of the Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims. (iv) The Property and the Mineral Rights are in good standing under applicable Law and, to the knowledge of Red Back, 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 material adverse claim against or challenge to the title to or ownership of the Property or any of the Mineral Rights. (vi) Red Back or a Red Back Material Subsidiary has the exclusive right to deal with the Property and all of the Mineral Rights. (vii) Except as disclosed in the Red Back Public Documents, no Person other than Red Back and the Red Back Material Subsidiaries has any interest in the Property or any of the 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 the Red Back Public Documents, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Red Back’s or a Subsidiary’s interest in the Property or any of the Mineral Rights. (ix) There are no material restrictions on the ability of Red Back and its Subsidiaries to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to the applicable Law. (x) Neither Red Back nor any of its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of Red Back or a Subsidiary in any of the Property or any of the Mineral Rights. (xi) Red Back and the Red Back Material Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by Red Back and its Subsidiaries, and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in Red Back Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that would be required by Red Back to develop the Property or any of the Mineral Rights as contemplated in Red Back Public Documents filed (and available on SEDAR) on or before the date hereof. (xii) All mines located in or on the lands of Red Back or any of its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by Red Back or any of its Subsidiaries, 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 Red Back as of the date hereof have been accurately set forth in Red Back Public Documents without omission of information necessary to make the disclosure not misleading
Appears in 1 contract
Interest in Properties and Mineral Rights. (i) All of Red Backthe Company’s and its Subsidiaries’ owned real properties and leasehold interests that are material to the Company or the operation of its business (collectively, and where material, the “PropertyProperties”) and all of Red Backthe Company’s and its Subsidiaries’ mineral interests and rights that are material to the Company or the operation of its business (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, drilling licenses and drilling rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, and where material, the “Mineral Rights”), ) are set out in Schedule 3.1(m)(i3.1(n)(i) of the Red Back Company Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 3.1(m)(i3.1(n)(i) of the Red Back Company Disclosure Letter, neither Red Back the Company nor its Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.
(ii) Except as disclosed set out in Schedule 3.1(n)(ii) of the Red Back Public Documents and for Company Disclosure Letter:
(A) the right granted to a third party to earn a 51% interest in the Enchi mineral interest in Ghana under an option agreement, Red Back Company or one of its Subsidiaries has good and marketable title to the Properties and the Mineral Rights, and is the sole legal and beneficial owner of all right, title and interest in and to the Property Properties and the Mineral Rights, free and clear of any Encumbrancesencumbrances.
(iiiB) All all of the Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.Law;
(ivC) The Property the Properties and the Mineral Rights are in good standing under applicable Law and, to the knowledge of Red Backthe Company, all material work required to be performed and filed in respect thereof has been performed and filed, all material Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all material filings in respect thereof have been made.;
(vD) There there is no material adverse claim against or challenge to the title to or ownership of the Property Properties or any of the Mineral Rights.;
(viE) Red Back the Company or a Red Back Company Material Subsidiary has the exclusive right to deal with the Property Properties and all of the Mineral Rights.;
(viiF) Except as disclosed in the Red Back Public Documents, no Person other than Red Back the Company and the Red Back Company Material Subsidiaries has any interest in the Property Properties or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.;
(viiiG) Except as disclosed in the Red Back Public Documents, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would materially affect Red Backthe Company’s or a Subsidiary’s interest in the Property Properties or any of the Mineral Rights.;
(ixH) There there are no material restrictions on the ability power, capacity and authority of Red Back the Company and its Subsidiaries to use, transfer or exploit the Property Properties or any of the Mineral Rights, except pursuant to the applicable Law.Law or the terms of the Mineral Rights;
(xI) Neither Red Back neither the Company nor any of its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of Red Back the Company or a Subsidiary in any of the Property Properties or any of the Mineral Rights.;
(xiJ) Red Back the Company and the Red Back Material its Subsidiaries have all surface rightsrights and Mineral Rights that are required for the current state of exploration or development, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by Red Back the Company and its Subsidiaries, and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in Red Back Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that would be required by Red Back to develop the Property or any of the Mineral Rights as contemplated in Red Back Public Documents filed (and available on SEDAR) on or before the date hereof.;
(xiiK) All all mines located in or on the lands of Red Back the Company or any of its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by Red Back the Company or any of its Subsidiaries, 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 Red Back the Company as of the date hereof have been accurately set forth in Red Back Company Public Documents to the extent required by applicable Law without omission of information necessary to make the disclosure not misleading; and
(L) for all Properties wherein current activity requires a Permit to conduct operations, the Company has obtained the necessary Permit and any required renewals or extensions, and all such necessary Permits are in good standing.
Appears in 1 contract
Interest in Properties and Mineral Rights. (i) All of Red BackPuno Gold’s and its Subsidiaries’ Minera Puno’s real properties (collectively, and where material, the “Property”"Puno Gold Properties") and all of Red BackPuno Gold’s and its Subsidiaries’ Minera Puno’s mineral interests and rights (including any material claims, mineral leases, concessions, exploration licenceslicenses, exploitation licences, licenses and prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, and where material, the “"Puno Gold Mineral Rights”"), are set out in Schedule 3.1(m)(i) of the Red Back Disclosure Letter1 hereto. Other than the Puno Gold Properties and the Puno Gold Mineral Rights set out in Schedule 3.1(m)(i) of the Red Back Disclosure Letter1 hereto, neither Red Back Puno Gold nor its SubsidiariesMinera Puno, owns or has any interest in any material real property or any material mineral interests and rights.
(ii) Except as disclosed in the Red Back Public Documents and for the right granted to a third party to earn a 51% interest in the Enchi mineral interest in Ghana under an option agreement, Red Back or one of its Subsidiaries The Minera Puno is the sole legal recorded holder or has rights to acquire, pursuant to legally binding and beneficial owner of all rightenforceable contracts, title and interest in and to as applicable, the Property and the Puno Gold Mineral Rights, free and clear of any Encumbrances.
(iii) All of the Puno Gold Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) The Property Puno Gold Properties and the Puno Gold Mineral Rights are in good standing under applicable Law Laws and, to the knowledge of Red Back, 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 are not (i) any material adverse claim against liabilities or challenge obligations or liens, encumbrances, charges or security interests related or attaching to any mining concessions, or
(ii) any facts, circumstances or events which on the title to or ownership consummation of the Property Transaction will give rise to any rights in favour of third parties, or will result in any violation or breach of any material contract, licence, agreement, franchise or permit or any of the Mineral Rightsmining concessions.
(vi) Red Back or a Red Back Material Subsidiary has the exclusive right to deal with the Property and all of the Mineral Rights.
(vii) Except as disclosed in the Red Back Public Documents, no Person other than Red Back and the Red Back Material Subsidiaries has any interest in the Property or any of the 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 the Red Back Public Documents, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Red Back’s or a Subsidiary’s interest in the Property or any of the Mineral Rights.
(ix) There are no material restrictions on the ability of Red Back and its Subsidiaries to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to the applicable Law.
(x) Neither Red Back nor any of its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of Red Back or a Subsidiary in any of the Property or any of the Mineral Rights.
(xi) Red Back and the Red Back Material Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by Red Back and its Subsidiaries, and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in Red Back Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that would be required by Red Back to develop the Property or any of the Mineral Rights as contemplated in Red Back Public Documents filed (and available on SEDAR) on or before the date hereof.
(xii) All mines located in or on the lands of Red Back or any of its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by Red Back or any of its Subsidiaries, 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 Red Back as of the date hereof have been accurately set forth in Red Back Public Documents without omission of information necessary to make the disclosure not misleading
Appears in 1 contract
Sources: Share Exchange Agreement