Common use of Mining Claims Clause in Contracts

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.

Mining Claims. The (i) Except as disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure Package, (i) the Company or one of its Subsidiaries is the owner of the material prospecting, exploration, development, ingress, egress, access and surface rights, mining licensesand mineral rights, concessions, claims, leases licenses, leases, permits, consents, approvals and other mineral property rights authorizations in respect of the Projects Material Properties (collectively, the "“Mining Claims"”) are set forth necessary to carry on Schedule "A"their current development, which schedule is a complete operation, exploration and accurate list of all such rights maintenance activities at the Material Properties; and (ii) Mining Claims held by the Corporation Company or its Subsidiaries cover the properties required by the Company and any Subsidiaries for such purposes as contemplated by the Corporation Subsidiaries. Technical Reports. (ii) All assessments or other work required to be performed in relation to such Mining Claims are validly held by in order to maintain the Corporation or one interests of the Corporation Company and any Subsidiaries (subject therein have been performed to date and the qualifications Company and its Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with all legal or contractual obligations to be set out third parties in the Kitsault Valley Title Opinions)this regard. Such All Mining Claims of the Company and any Subsidiaries are in good standing, are valid and enforceable, 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 set out in the Corporation's Information RecordRegistration Statement, the Prospectuses and the Pricing Disclosure Package. Except as adequately disclosed set out in the Corporation's Information RecordRegistration Statement, the Prospectuses and the Pricing Disclosure Package, no other mineral or property rights are necessary for the current conduct of the Corporation's Company’s and any Subsidiaries’ 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 Company or any 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 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 Claimslaw.

Mining Claims. The All interests in material mining licenses, claims, leases and concessions, exploitation or extraction rights or other mineral property interests or rights in respect of the Projects or similar rights (collectively, the "“Mining Claims"”) that are set forth on Schedule "A", which schedule is a complete and accurate list of all such rights held by the Corporation Company or any of its subsidiaries are completely and accurately described in all material respects in the Registration Statement, the Prospectus and the Corporation SubsidiariesGeneral Disclosure Package. All such Mining Claims that are validly held by the Corporation or one Company, any of its Material Subsidiaries or, to the knowledge of the Corporation Subsidiaries (subject to Company, any other of the qualifications to be set out Company’s subsidiaries are in the Kitsault Valley Title Opinions). Such Mining Claims good standing, are valid and enforceable, are free and clear of any material Liens encumbrances, liens or charges and no material royalty is payable in respect of any of them; there are no expropriations or similar proceedings or challenges to title or ownership, except actual or threatened, of which the Company is aware or has received written notice, against the Mining Claims or any part thereof and neither the Company nor any of its Material Subsidiaries has received any written notice of the revocation or cancellation of, or, to the knowledge of the Company, any intention to revoke or cancel, any of the Mining Claims. Except as described in Schedule "A" or adequately disclosed in the Corporation's Information Record. Except as adequately disclosed in Registration Statement, the Corporation's Information RecordProspectus and the General Disclosure Package, no other mineral or material property rights are necessary for the conduct of the Corporation's business Company’s, its Material Subsidiaries’ or, to the knowledge of the Company, its other subsidiaries’ respective businesses as presently conducted and as contemplated in the Corporation's Information Record; described therein, and there are no material restrictions on the ability of the Corporation Company, its Material Subsidiaries or the knowledge of the Company, its other subsidiaries, to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and law; except 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 fashionRegistration Statement, the Corporation beneficially Prospectus and legally owns 100% of the General Disclosure Package, 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 held by the Corporation, and Company or its Material Subsidiaries cover the consummation of properties required by the transactions contemplated herein, will not cause a default or termination, or give rise to Company for 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 Claimspurposes described therein.

Mining Claims. The material mining licenses, claims, leases concessions, exploration, extraction and other mineral property rights in respect of the Projects (collectively, the "Mining Claims") that are set forth on in Schedule "A"3 hereto (“Mining Claims”), which schedule is a complete and accurate list of all such rights held by the Corporation Company and any subsidiaries to the Corporation SubsidiariesQueensway Gold Project (as defined herein). All assessments or other work required to be performed in relation to such Mining Claims are validly held by in order to maintain the Corporation or one interests of the Corporation Subsidiaries (subject Company and any subsidiaries therein have been performed to date and the qualifications Company and its subsidiaries, if any, have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with all legal or contractual obligations to be set out third parties in the Kitsault Valley Title Opinions)this regard. Such All Mining Claims of the Company and any subsidiaries are in good standing, are valid and enforceable, are free and clear of any material Liens or charges and no material royalty is payable in respect of any of them, except as described in Schedule "A" or adequately disclosed set out in the Corporation's Information RecordRegistration Statement, the Prospectuses and the Disclosure Package. Except as adequately disclosed set out in the Corporation's Information RecordRegistration Statement, the Prospectuses and the Disclosure Package, no other mineral or property rights are necessary for the current conduct of the Corporation's Company’s and any subsidiaries’ 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 Company or any subsidiaries to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and law. Except 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 fashionRegistration Statement, the Corporation beneficially Prospectuses and legally owns 100% the Disclosure Package, (i) the Company or one of its subsidiaries, if any, is the owner of Mining Claims necessary to carry on its their current exploration activities at the Queensway Gold Project, but not proposed mining operations; 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 Mining Claims held by the CorporationCompany or its subsidiaries, if any, cover the properties required by the Company and any subsidiaries for such purposes as contemplated by 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 ClaimsTechnical Report.

Mining Claims. The (i) Except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package, (i) the Company or one of its Subsidiaries is the owner of the material prospecting, exploration, development, ingress, egress, access and surface rights, mining licensesand mineral rights, concessions, claims, leases licenses, leases, permits, consents, approvals and other mineral property rights authorizations in respect of the Projects Material Properties (collectively, the "“Mining Claims"”) are set forth necessary to carry on Schedule "A"their current development, which schedule is a complete operation, exploration and accurate list of all such rights maintenance activities at the Material Properties; and (ii) Mining Claims held by the Corporation Company or its Subsidiaries cover the properties required by the Company and any Subsidiaries for such purposes as contemplated by the Corporation Subsidiaries. Technical Reports. (ii) All assessments or other work required to be performed in relation to such Mining Claims are validly held by in order to maintain the Corporation or one interests of the Corporation Company and any Subsidiaries (subject therein have been performed to date and the qualifications Company and its Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with all legal or contractual obligations to be set out third parties in the Kitsault Valley Title Opinions)this regard. Such All Mining Claims of the Company and any Subsidiaries are in good standing, are valid and enforceable, 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 set out in the Corporation's Information RecordRegistration Statement, the Prospectuses and the Disclosure Package. Except as adequately disclosed set out in the Corporation's Information RecordRegistration Statement, the Prospectuses and the Disclosure Package, no other mineral or property rights are necessary for the current conduct of the Corporation's Company’s and any Subsidiaries’ 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 Company or any 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 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 Claimslaw.