Mining Claims. The material mining licenses, claims, leases and other mineral property rights in respect of the Projects (collectively, the "Mining Claims") are set forth on Schedule "A", which schedule is a complete and accurate list of all such rights held by the Corporation and the Corporation Subsidiaries. All such Mining Claims are validly held by the Corporation or one of the Corporation Subsidiaries (subject to the qualifications to be set out in the Kitsault Valley Title Opinions). Such Mining Claims are free and clear of any material Liens and no material royalty is payable in respect of any of them, except as described in Schedule "A" or adequately disclosed in the Corporation's Information Record. Except as adequately disclosed in the Corporation's Information Record, no other mineral or property rights are necessary for the conduct of the Corporation's business as presently conducted and as contemplated in the Corporation's Information Record; and there are no material restrictions on the ability of the Corporation to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and as adequately disclosed in the Corporation's Information Record. Except as adequately disclosed in the Corporation's Information Record, and except in respect of permits to be obtained in the ordinary course that are reasonably expected to be received by the Corporation in a timely fashion, the Corporation beneficially and legally owns 100% of the Mining Claims necessary to carry on its current and proposed exploration and exploitation activities. In respect of all such Mining Claims: (i) neither the Corporation nor any Corporation Subsidiary has received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims; (ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims; (iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect; (iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and further documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and (v) there is no actual or, to the knowledge of the Corporation, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims.
Appears in 1 contract
Mining Claims. The material mining licenses, claims, leases and other mineral property rights (including the exploration concessions and exploitation concessions) in respect of the Projects Saskatchewan Project (collectively, the "“Mining Claims"”) are set forth on Schedule "“A"”, which schedule is a complete and accurate list of all such rights held (directly or indirectly) by the Corporation and the Corporation SubsidiariesCorporation. All such Mining Claims are validly held (directly or indirectly) by the Corporation or one of the Corporation Subsidiaries (Corporation, subject to the qualifications to be set out in the Kitsault Valley Title Opinions)Opinion. Such Mining Claims are free and clear of any material Liens and no material royalty is payable in respect of any of them, except as described in Schedule "“A" ” or adequately disclosed in the Corporation's ’s Information Record. Except as adequately disclosed in the Corporation's ’s Information Record, no other mineral or property rights are necessary for the conduct of the Corporation's ’s business as presently conducted and as contemplated in the Corporation's ’s Information Record; and there are no material restrictions on the ability of the Corporation to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and as adequately disclosed in the Corporation's ’s Information Record. Except as adequately disclosed in the Corporation's ’s Information Record, and except in respect of permits to be obtained in the ordinary course that are reasonably expected to be received by the Corporation in a timely fashion, the Corporation beneficially and legally owns 100% of the Mining Claims necessary to carry on its current and proposed exploration and exploitation activities. In respect of all such Mining Claims:
(i) neither the Corporation has neither received nor any Corporation Subsidiary has received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims;
(ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims;
(iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect;
(iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and further other documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and
(v) there is no actual or, to the knowledge of the Corporation, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims.
Appears in 1 contract
Sources: Underwriting Agreement
Mining Claims. The material mining licenses, claims, leases and other mineral property rights (including the exploration concessions and exploitation concessions in respect of the Projects Chilean Projects) (collectively, the "“Mining Claims"”) are set forth on Schedule "“A"”, which schedule is a complete and accurate list of all such rights held by the Corporation and the Corporation Subsidiariesrights. All such Mining Claims are validly held by the Corporation or one of the Corporation Subsidiaries (Project Option Grantors, subject to the qualifications to be set out in the Kitsault Valley Title Opinions). Such Mining Claims Opinion, and are free and clear of any material only subject to the Liens and no material royalty is payable in respect of any of them, except as royalties described in Schedule "A" or adequately disclosed in the Corporation's Information RecordTitle Opinion. Except as adequately disclosed in to the Corporation's Information RecordAgent, no other mineral or property rights are necessary for the conduct of the Corporation's business as presently conducted and as contemplated in ’s or the Corporation’s Subsidiary's Information Record; currently expected business, and there are no material restrictions on the ability of the Corporation or the Corporation’s Subsidiary or, to the knowledge of the Corporation, the Project Option Grantors to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and as adequately disclosed in to the Corporation's Information Record. Except as adequately disclosed in the Corporation's Information Record, and except in respect of permits to be obtained in the ordinary course that are reasonably expected to be received by the Corporation in a timely fashion, the Corporation beneficially and legally owns 100% of the Mining Claims necessary to carry on its current and proposed exploration and exploitation activitiesAgent. In respect of all such Mining Claims:
(i) neither the Corporation nor any Corporation Corporation’s Subsidiary has have received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims;
(ii) neither the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated hereinherein or therein, nor the execution, delivery and performance by the Corporation and the Corporation’s Subsidiary will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims;
(iii) to the knowledge of the Corporation, all exploration permits, leases, concessions, licenses license and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect;(other than has been disclosed to the Agent); and
(iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and further documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and
(v) there is no actual or, to the knowledge of the Corporation, there is no actual or threatened adverse claim against, or challenge to, the ownership by the Project Option Grantors of, or the Project Option Grantors’ title to, the Mining Claims.
Appears in 1 contract
Sources: Agency Agreement
Mining Claims. The material mining licenses, claims, leases and other mineral property rights (including the exploration concessions and exploitation concessions) in respect of the Corporation Projects (collectively, the "“Mining Claims"”) are set forth on Schedule "“A"”, which schedule is a complete and accurate list of all such rights held by the Corporation and the Corporation Subsidiaries. All such Mining Claims are validly held by the Corporation or one of the Corporation Subsidiaries (Subsidiaries, subject to the qualifications to be set out in the Kitsault Valley Iberian Belt West Title Opinions)Opinion, and are only subject to the Liens and royalties described in the Corporation’s Information Record or in the Iberian Belt West Title Opinion. Such The Corporation has a 100% legal and beneficial title and interest in the Mining Claims related to the Iberian Belt West Project. All of the Mining Claims are free and clear of any material Liens and no material royalty is payable in respect of any of themthe Material Projects, except as described in Schedule "“A" ” or adequately disclosed in the Corporation's ’s Information Record. Except as adequately disclosed in the Corporation's ’s Information Record, no other mineral or property rights are necessary for the conduct of the Corporation's any Corporation Subsidiary’s business as presently conducted and or as contemplated in the Corporation's ’s Information Record; and and, as disclosed in the Corporation’s Information Record, there are no material restrictions on the ability of the Corporation Subsidiaries to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and as adequately disclosed in the Corporation's Information Record. Except as adequately disclosed in the Corporation's Information Record, and except in respect of permits to be obtained in the ordinary course that are reasonably expected to be received by the Corporation in a timely fashion, the Corporation beneficially and legally owns 100% of the Mining Claims necessary to carry on its current and proposed exploration and exploitation activitiesLaw. In respect of all such Mining Claims:
(i) neither the Corporation nor any Corporation Subsidiary has received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims;
(ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-pre- emptive rights under any of the Mining Claims;
(iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect;
(iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and further documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and
(v) there is no actual or, to the knowledge of the Corporation, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining ClaimsClaims (except as disclosed in the Corporation’s Information Record).
Appears in 1 contract
Sources: Agency Agreement