Mining Rights. Except as described in the Registration Statement and Prospectus: (i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest. (ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect. (iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect. (iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect. (v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Sources: Securities Purchase Agreement (U.S. Gold Corp.), Securities Purchase Agreement (U.S. Gold Corp.), Sales Agreement (U.S. Gold Corp.)
Mining Rights. (i) Except as set forth in the Registration Statement, the Palmarejo mine and complex, the Rochester mine, the Kensington mine, the Wharf mine, and the Silvertip mine, each as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (each a “Material Property” and collectively, the “Material Properties”) is ), are the only resource property properties that is are currently material to the Company in which the Company or the Subsidiaries subsidiaries have an interest.
(ii) The Company, Company directly or through its Subsidiariessubsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for and exploit the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) Properties are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All material concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or and recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effectenforceable.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiarysubsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiarysubsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiarysubsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiarysubsidiary.
(v) Except as disclosed in the Prospectus, the Company and the subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
(vvi) The Company and the subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to mine and reclamation permits, access and use grants and permits, environmental assessment certificates, water appropriation and use permits, licenses and applications, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable subsidiaries; and, except as disclosed in the Registration Statement or the Prospectus, neither the Company nor the applicable subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
(vii) All assessments or other work required to have been be performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary subsidiary have complied in all respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Atm Equity Offering Sales Agreement (Coeur Mining, Inc.), Atm Equity Offering Sales Agreement (Coeur Mining, Inc.), Atm Equity Offering Sales Agreement (Coeur Mining, Inc.)
Mining Rights. Except The White Mesa Mill, ▇▇▇▇▇ Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Project, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project and ▇▇▇▇ ▇▇▇▇ ISR Project, as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectus, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report; and
(viii) the title reports listed on Exhibit 6(ee) attached hereto (the “Title Opinions”) are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 2 contracts
Sources: Sales Agreement (Energy Fuels Inc), Sales Agreement (Energy Fuels Inc)
Mining Rights. Except The Guanajuato Mine Complex (the “GMC”) and the Topia Mine (“Topia Mine”), as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is mining properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports filed by the Company on SEDAR relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the date of each such Report;
(viii) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, all such reports complied, in all material respects, with the requirements of NI 43-101; except as noted in the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing; and
(ix) the title reports and corporate opinions listed on Exhibit C attached hereto (the “Title and Corporate Opinions”), copies of which have been provided to the Co-Lead Underwriters, are to the knowledge of the Company, correct and complete in all respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses.
Appears in 2 contracts
Sources: Underwriting Agreement (Great Panther Silver LTD), Underwriting Agreement (Great Panther Silver LTD)
Mining Rights. Except The Peak Gold JV Property, including the Mahn Choh Project and the Lucky Shot Property, as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is ), are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties (other than the Mahn Choh Project, in which property rights are held by Peak Gold, LLC) in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statement or Prospectus, the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are validvalid and subsisting, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except in all material respects; except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, has or reasonably anticipates receiving in due course, course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and its Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof; except where such failure to be so as would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties (other than the Mahn Choh Project, in which property rights are held by Peak Gold, LLC), as described in the Registration Statement and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties in which the Company or the applicable Subsidiary holds direct interests) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports which the Company has relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available; and
(vii) the documents listed on Schedule 4 attached hereto are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (Contango ORE, Inc.), Underwriting Agreement (Contango ORE, Inc.)
Mining Rights. Except (i) The ▇▇▇▇▇ mine, San ▇▇▇▇▇▇▇ mine and Bralorne Gold mine, each as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vii) All the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(iii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iv) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(v) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(vi) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vii) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports filed by the Company on SEDAR relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(viii) the Reports complied in all material respects with the requirements of NI 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the date of each such Report;
(ix) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, all such reports complied, in all material respects, with the requirements of NI 43-101; except as noted in the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing; and
(x) the title reports and corporate opinions with respect to the Material Properties listed on Schedule B attached hereto (the “Title and Corporate Opinions”), copies of which have been provided to the Representative, are to the knowledge of the Company, correct and complete in all respects with respect to all material operations on the Material Properties on the date hereof, except as in respect of matters or concessions which are not material.
Appears in 2 contracts
Sources: Underwriting Agreement (Avino Silver & Gold Mines LTD), Underwriting Agreement (Avino Silver & Gold Mines LTD)
Mining Rights. Except as described in the Registration Statement and Prospectus:,
(i) The CK Gold Buckreef Project in Wyoming Tanzania, as described in the Registration Statement and the Prospectus (“Material Property”) ), is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Tanzanian Gold Corp), Sales Agreement (Tanzanian Gold Corp)
Mining Rights. Except The White Mesa Mill, ▇▇▇▇▇ Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Mine, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project and ▇▇▇▇ ▇▇▇▇ ISR Project, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusTime of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusTime of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-non- compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the date of each such Report;
(viii) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, all such reports complied, in all material respects, with the requirements of NI 43-101; except as noted in the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43- 101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing; and
(ix) the title reports listed on Exhibit C attached hereto (the “Title Opinions”) are to the knowledge of the Company, correct and complete in all respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses.
Appears in 2 contracts
Sources: Underwriting Agreement (Energy Fuels Inc), Underwriting Agreement (Energy Fuels Inc)
Mining Rights. (i) Except as set forth in the Registration Statement, the Palmarejo mine and complex, the Rochester mine, the Kensington mine, the Wharf mine, the Silvertip mine, each as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (each a “Material Property” and collectively, the “Material Properties”) is ), are the only resource property properties that is are currently material to the Company in which the Company or the Subsidiaries subsidiaries have an interest.
(ii) The Company, Company directly or through its Subsidiariessubsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for and exploit the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) Properties are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All material concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or and recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effectenforceable.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiarysubsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiarysubsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiarysubsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiarysubsidiary.
(v) Except as disclosed in the Prospectus, the Company and the subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
(vvi) The Company and the subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to mine and reclamation permits, access and use grants and permits, environmental assessment certificates, water appropriation and use permits, licenses and applications, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable subsidiaries; and, except as disclosed in the Registration Statement or the Prospectus, neither the Company nor the applicable subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
(vii) All assessments or other work required to have been be performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary subsidiary have complied in all material respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK Gold Buckreef Project in Wyoming Tanzania, as described in the Registration Statement and the Prospectus (“Material Property”) ), is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tanzanian Gold Corp)
Mining Rights. Except The Mt ▇▇▇▇ Gold Project, Northern Territory, Australia, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material Property”) is the only resource mining property that is currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are is located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusTime of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Time of Sale Prospectus and the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Property, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or which we understand will be required for the exploration, development and eventual or actual operation of the Material Property, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusTime of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(v) the Company made available to the respective authors thereof prior to the issuance of the current technical report filed by the Company on SEDAR relating to the Material Property (the “Report”), for the purpose of preparing the Report, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vi) the Report complied in all material respects with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the amended and restated date of such Report; and
(vii) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby; except as noted in the Time of Sale Prospectus and the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing.
Appears in 1 contract
Mining Rights. Except The Peak Gold JV Property, including the Mahn Choh Project and the Lucky Shot Property, as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statement or Prospectus, the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are validvalid and subsisting, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except in all material respects; except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, has or reasonably anticipates receiving in due course, course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and its Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available; and
(vii) the documents listed on Exhibit 6(dd) attached hereto are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 1 contract
Sources: Sales Agreement (Contango ORE, Inc.)
Mining Rights. Except The ▇▇▇▇▇ mine, San ▇▇▇▇▇▇▇ mine and Bralorne Gold mine, each as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individuallyor in the aggregate;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplacelaws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports filed by the Company on SEDAR relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the date of each such Report;
(viii) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, all such reports complied, in all material respects, with the requirements of NI 43-101; except as noted in the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing; and
(ix) the title reports and corporate opinions with respect to the Material Properties listed on Exhibit “C” attached hereto (the “Title and Corporate Opinions”), copies of which have been provided to the Co-Lead Underwriters, are to the knowledge of the Company, correct and complete in all respects with respect to all material operations on the Material Properties on the date hereof, except as in respect of matters or concessions which are not material.
Appears in 1 contract
Sources: Underwriting Agreement (Avino Silver & Gold Mines LTD)
Mining Rights. Except as described set out in the Registration Statement and Prospectusapplicable Exhibits to this Agreement:
(ia) The CK Gold Project Exhibit A to this Agreement includes all of the applicable Acquisition Property (collectively, the “Mining Rights”), and the description of the Mining Rights set out in Wyoming (“Material Property”) is the only resource property that is currently Exhibit A constitutes an accurate and complete description of all mining claims and material related interests held or controlled by MetalQuest relating to the Company in which the Company or the Subsidiaries have an interest.Acquisition Property;
(iib) The CompanyMetalQuest holds the Mining Rights, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in for the jurisdiction in which the Material Property are located, in respect benefit of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest Joint Venture Agreement, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) MetalQuest to explore for own, explore, mine and sell the minerals relating theretolocated on and within the Acquisition Property, subject to applicable permitting requirements and the discovery of a valuable mineral on each mining claim;
(c) all such unpatented mining claims comprising the Mining Rights that were staked or amended by MetalQuest have been validly located, recorded, filed and maintained in accordance in all material documents, agreements, instruments, contracts, arrangements or understandings in connection respects with the Material Property (“Material Property Agreements”) all Applicable Laws and are valid and subsisting subsisting;
(d) to the best of MetalQuest’s knowledge, all unpatented mining claims comprising the Mining Rights that were not staked or amended by MetalQuest have been validly located, recorded, filed and enforceable maintained in accordance in all material respects with their termsall Applicable Laws and are valid and subsisting;
(e) as to the period of time during which MetalQuest has owned each of the mining claims comprising the Mining Rights, each such mining claim has been maintained in accordance in all material respects with all Applicable Laws;
(f) all unpatented mining claims comprising the Mining Rights were properly located on public domain lands that were at the time open to the location of mining claims, and, to MetalQuest’s Knowledge, are not overstaked by any other mining claims;
(g) MetalQuest has all necessary and material surface rights and access rights relating to the Acquisition Property necessary to carry out the mining exploration and operations thereon that have occurred to date; and
(h) each of the proprietary interests or rights comprising the Mining Rights and each of the documents, agreements and instruments and obligations relating thereto are currently in good standing, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse EffectEffect on the Assets.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Asset Purchase Agreement
Mining Rights. (i) Except as set forth in the Registration Statement, the El ▇▇▇▇▇ 1 mine, the Black Fox mine, the Gold Bar project and the San ▇▇▇▇ mine, each as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (each a “Material Property” and collectively, the “Material Properties”) is ), are the only resource property properties that is are currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its Subsidiariessubsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property Properties (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property Properties in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) Except as disclosed in the Registration Statement or the Prospectus, the Company and the Subsidiaries possess all the permits, certificates, and approvals (collectively, the “Permits”) which are necessary to conduct their respective businesses as presently conducted and except for those Permits the failure of which to possess would not reasonably be expected to have a Material Adverse Effect.
(vi) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Mining Rights. Except The ▇▇▇▇▇ mine, as described in the Registration Statement and Prospectus:
or included or incorporated by reference in the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material Property”) is the only material resource property that is currently material to the Company properties in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are is located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, subsisting; the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectus, except where such failure the Company and the Material Subsidiaries do not have any responsibility or obligation to be so would not reasonably be expected pay any commission, royalty, license, fee or similar payment to have a Material Adverse Effect.any person with respect to the property rights thereof;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Property, as described in the Registration Statement or the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Property, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, and the Company and the applicable Material Subsidiary have complied in all respects with all applicable laws governmental laws, regulations and policies in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Property) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Property (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available; the Company does not have any knowledge of a change in any production, cost, price, reserves or other relevant information provided since the dates that such information was so provided which would have a Material Adverse Effect; and
(vii) the Reports accurately and completely set forth all material facts relating to the Material Property; and since the date of preparation of the Reports, there has been no change that would disaffirm or materially change any aspect of the Reports.
Appears in 1 contract
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries its subsidiaries own, lease, control or otherwise have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual legal rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest to all material Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through or its subsidiaries, as applicable, and subject to the applicable subsidiary) nature and scope of the ▇▇▇▇▇▇▇ Pass Project, to access, explore for for, and/or mine and develop the minerals mineral deposits relating thereto, and, other than as disclosed in the Registration Statement and all such the Prospectus, no material documentscommission, agreementsroyalty, instruments, contracts, arrangements license fee or understandings in connection similar payment to any person with respect to the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their termsMining Rights is payable, except in each case where the failure to be so which would not reasonably be reasonably expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.
(iii) Change. All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property material Mining Rights in which the Company (through the applicable subsidiary) has or its subsidiaries hold an interest or right have been validly grantedregistered and recorded in accordance, located, approved, executed and/or recorded or filed in accordance with all applicable laws of the jurisdiction where the Company or such subsidiary operates and are valid, subsisting valid and enforceable in all respects, except in each case where the failure subsisting. The Company and its subsidiaries have or expect to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed obtain in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, ordinary course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Mining Rights granting the Company (through the applicable Subsidiary) or its subsidiaries the right and ability to access, explore for mineralsfor, ore mine and metals develop the mineral deposits as are appropriate in view of the rights and interest interests therein of the Company or the applicable Subsidiaryits subsidiaries, with only such exceptions as do not materially unreasonably interfere with the current use made by the Company or the applicable Subsidiary its subsidiaries of the rights or interest so held, ; and each of the proprietary interests or rights documents, agreements and each of the Material Property Agreements instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiaryits subsidiaries, as applicable, except where such the failure to be so in good standing would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinexpected, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected aggregate, to have result in a Material Adverse EffectChange.
Appears in 1 contract
Sources: Equity Distribution Agreement (Lithium Americas Corp.)
Mining Rights. Except as described in the Registration Statement and ProspectusStatement, the Prospectuses or the Incorporated Documents:
(i) The CK Gold Project Tuligtic Property which hosts the Ixtaca Project, as described in Wyoming the Registration Statement, Prospectuses and Incorporated Documents (“Material Property”) ), is the only resource sole mineral property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Almaden Minerals LTD)
Mining Rights. Except as described in The Company and the Registration Statement Subsidiaries represent and Prospectuswarrant that:
(i) The CK assets comprising the Keystone Project, Gold Bar North Project and the Copper King Project, each as described in Wyoming the Registration Statement, the Statutory Prospectus and the General Disclosure Package (collectively, the “Material PropertyAssets”) is are the only resource property that is assets currently material to the Company in which the Company or the its Subsidiaries have an interest.
; the Company (iior indirectly through the Subsidiaries) The Company, directly or through its Subsidiaries, holds an interest in fee or either freehold title, mining leases, mining concessions, mining claims, claims ,exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Assets are located, in respect of the ore bodies and minerals located on the Material Property Assets in which the Company (or through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (or through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Assets in which the Company (or through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or Statement, the Statutory Prospectus, the Preliminary Prospectus and the General Disclosure Package, the Company (or through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property Assets in which the Company (or through the applicable subsidiarySubsidiary) has an interest granting the Company (or through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statement, the Statutory Prospectus, the Preliminary Prospectus and the General Disclosure Package, the Company and the Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
(vii) All the Company or the applicable Subsidiary holds direct interests in the Material Assets, as described in the Registration Statement, the Statutory Prospectus, the Preliminary Prospectus and the General Disclosure Package (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(iii) the Company and the Subsidiaries have identified all the material permits, certificates, and approvals (“Project Approvals”) which are or will be required for the exploration, development and eventual or actual operation of the Material Assets, which Project Approvals include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement, the Statutory Prospectus and the General Disclosure Package, the appropriate Project Approvals have either been received, applied for, or the processes to obtain such Project Approvals have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement, the Statutory Prospectus and the General Disclosure Package, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Project Approvals should not be approved and obtained in the ordinary course;
(iv) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or Statement, the ProspectusStatutory Prospectus and the General Disclosure Package, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date hereof; and
(v) except as disclosed in the Registration Statement, the Statutory Prospectus, the Preliminary Prospectus and the General Disclosure Package, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course.
Appears in 1 contract
Mining Rights. Except The Mt ▇▇▇▇ Gold Project, Northern Territory, Australia, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material Property”) is the only resource mining property that is currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are is located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusTime of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Property, as described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or which we understand will be required for the exploration, development and eventual or actual operation of the Material Property, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusTime of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(v) the Company made available to the respective authors thereof prior to the issuance of the current technical report filed by the Company on SEDAR relating to the Material Property (the “Report”), for the purpose of preparing the Report, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vi) the Report complied in all material respects with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the amended and restated date of such Report; and
(vii) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby; except as noted in the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing.
Appears in 1 contract
Mining Rights. Except (i) The Company’s Coosa Graphite Project, , as described in the Registration Statement and Prospectus:
SEC Documents or other press releases published by the Company (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, ; the Company directly or through one or more of its Subsidiaries, holds an interest in fee or either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the ProspectusSEC Documents, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the SEC Documents, except where such failure neither the Company nor any of its Subsidiaries have any responsibility or obligation to be so would not reasonably be expected pay any material commission, royalty, license, fee or similar payment to have a Material Adverse Effectany Person with respect to the property rights thereof.
(vii) The Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the SEC Documents (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms.
(iii) The Company and its Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Mining Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Mining Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the SEC Documents, the appropriate Mining Permits have either been received, applied for, or the processes to obtain such Mining Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the SEC Documents, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Mining Permits should not be approved and obtained in the ordinary course.
(iv) All assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the ProspectusSEC Documents, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement.
(v) Except as disclosed in the SEC Documents, all mining operations on the properties of the Company and the Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with.
(vi) Except as disclosed in the SEC Documents, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course.
(vii) The Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports filed by the Company in the SEC Documents relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.
Appears in 1 contract
Mining Rights. Except as described in the Registration Statement and Prospectus:
(ia) The CK Gold Lucky Shot Project in Wyoming (“Material Property”) is constitutes all of the only resource property that is currently Company’s material to the Company properties in which the Company or has an interest (the Subsidiaries have an interest“Material Properties”).
(iib) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryCompany) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for and exploit the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) Properties are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iiic) All material concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or and recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effectenforceable.
(ivd) Except as disclosed in the Registration Statement or the Prospectus, the The Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiarysubsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiarysubsidiary.
(e) The Company does not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
(vf) The Company has identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to mine and reclamation permits, access and use grants and permits, environmental assessment certificates, water appropriation and use permits, licenses and applications, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company; and the Company know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
(g) All assessments or other work required to have been be performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary subsidiary in order to maintain their respective interests therein, if any, have been performed to date andand the Company, except as disclosed in the Registration Statement or the Prospectus, the Company JV Co and the applicable Subsidiary subsidiary have complied in all material respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Convertible Preferred Note Purchase and Investment Agreement (Gold Torrent, Inc.)
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK ▇▇▇▇▇ Mine, San ▇▇▇▇▇▇▇ Mine and Bralorne Gold Project Mine, as described in Wyoming or included or incorporated by reference in the Canadian Prospectus (the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in or included or incorporated by reference in the Registration Statement or the Canadian Prospectus, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vii) All the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in or included or incorporated by reference in the Canadian Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(iii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in or included or incorporated by reference in the Canadian Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in or included or incorporated by reference in the Canadian Prospectus, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iv) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in or included or incorporated by reference in the Registration Statement or the Canadian Prospectus, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining mineral claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(v) except as disclosed in or included or incorporated by reference in the Canadian Prospectus, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(vi) except as disclosed in or included or incorporated by reference in the Canadian Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vii) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports filed by the Company on SEDAR relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(viii) the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report and as of the date hereof there is no new material scientific or technical information concerning the Material Properties that is not included in the Reports; and
(ix) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, all such reports complied, in all material respects, with the requirements of NI 43-101; except as noted in the Canadian Prospectus, all scientific and technical information disclosed in the or included or incorporated by reference in the Canadian Prospectus: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, (iii) was true, complete and accurate in all material respects at the time of filing, (iv) information relating to the Company’s estimates of mineral reserves and resources as at the date they were prepared has been reviewed and verified by the Company or independent consultants to the Company as being consistent with the Company’s mineral resource estimates as at the date they were prepared, and (v) the methods used in estimating the Company’s mineral resources are in accordance with accepted mineral reserve and mineral resource estimation practices.
Appears in 1 contract
Sources: Underwriting Agreement (Avino Silver & Gold Mines LTD)
Mining Rights. Except as described in (a) Section 2.1(a) of the Registration Statement Disclosure Schedule sets forth a true and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Companycomplete list of all mining rights and interests, directly or through its Subsidiariesincluding unpatented mining claims, holds an interest in fee or freehold titleconcessions, exploration licences, exploitation licences, prospecting permits, mining leases, claims for exploration licences, bids for mineral rights and mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in within the jurisdiction in which the Material Property are located, in respect meaning of the ore bodies Mining Act (Québec) and minerals located on (the Material Property "Mining Rights"). RNC holds good record title to and a possessory interest in which each of the Company (through the applicable subsidiary) has an interest under validowned Mining Rights, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where free and clear of all Encumbrances except for Permitted Encumbrances. RNC took, and has taken, all necessary acts under Law to properly maintain the failure Mining Rights during all times when RNC or any of its Affiliates owned or controlled said claims, and will continue to be so would not be reasonably expected to have a Material Adverse Effecttake such acts through the Closing Date.
(b) With respect to each Mining Right, except as may be specified in the Title Opinion or in Section 2.1(a) of the Disclosure Schedule: (i) RNC is in exclusive possession thereof; (ii) to the knowledge of RNC, all such claims were located, staked, filed and recorded in compliance with, in all material respects, all applicable Laws; (iii) All concessions, leases, property agreements assessment work (if applicable) sufficient to satisfy the requirements of applicable Laws was timely and contracts, properly performed on or for the benefit of all such claims and permits relating affidavits evidencing such work were timely recorded, or taxes, rentals, expenditures, claim maintenance fees or other expenditures required to be paid under Law in lieu of the Material Property performance of assessment work in which order to maintain the Company (through the applicable subsidiary) has an interest or right claims have been validly grantedtimely and properly paid and affidavits or other notices evidencing such payments as required under applicable Laws have been timely and properly filed and recorded; (iv) there are no material conflicts with mining claims owned by other parties; (v) there are no Proceedings pending or, locatedto RNC's knowledge, approved, executed and/or recorded threatened against or filed in accordance with all applicable laws affecting any of such Mining Rights; and are valid, subsisting (vi) RNC is the sole and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effectexclusive owner or lessee of such claims.
(ivc) There are no adverse claims, actions, suits or proceedings that have been commenced or to the knowledge of RNC are pending or threatened, affecting or which could affect the title to or right to explore or develop the Project or which involves the possibility of any judgement or liability affecting the Project or the Contributed Assets. RNC has not received any notice, whether written or oral, from any Governmental Body of any revocation or intention to revoke any interest of RNC in the Project or Mining Rights or any part thereof.
(d) Except as disclosed in Section 4.7(d) of the Registration Statement or Disclosure Schedule, RNC has the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access including ownership rights, leases, easements, rights of way and other necessary rights permits, options to purchase or licences from landowners or Governmental Bodies permitting the use of land by RNC and mineral interests relating that are required to exploit the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view development potential of the rights Project and interest therein of the Company or Mining Rights as described in the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so heldTechnical Report, and each any such ownership rights, leases, easements, rights of the proprietary interests way and permits, options to purchase or rights licenses are valid and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effectstanding.
(ve) There are no agreements or understandings of any kind whatsoever between RNC or its Affiliates and any third parties allowing for the exploration or mining within the area of the Project or the Mining Rights.
(f) All assessments exploration activities carried out on the Project or other work required to the Mining Rights by RNC have been performed to date carried out in relation all material respects in accordance with good mining and mineral exploration practices and all applicable Laws, and all workers' compensation and health and safety regulations have been complied with in all material respects by RNC and, to the material mining claims and mining rights knowledge of the Company and the applicable Subsidiary in order to maintain their respective interests thereinRNC, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effectcontractors hired by RNC.
Appears in 1 contract
Sources: Contribution Agreement
Mining Rights. Except The Sleeper Gold Property and the San ▇▇▇▇▇▇ Property, as described in the Registration Statement Statement, the Prospectus and Prospectus:
the Prospectus Supplement (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only material resource property that is currently material to the Company properties in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respectssubsisting, except in each case where the failure to be so locate or record would not reasonably be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, ; the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, ; except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary Subsidiaries do not have complied in all respects any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with all applicable laws in this regard as well as with legal and contractual obligations respect to third parties in this regard except in respect of mining claims and mining the property rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.thereof;
Appears in 1 contract
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries its subsidiaries own, lease, control or otherwise have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual legal rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest to all material Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through or its subsidiaries, as applicable, and subject to the applicable subsidiary) nature and scope of the ▇▇▇▇▇▇▇ Pass Project, to access, explore for for, and/or mine and develop the minerals mineral deposits relating thereto, and, other than as disclosed in the Registration Statement and all such the Prospectuses, no material documentscommission, agreementsroyalty, instruments, contracts, arrangements license fee or understandings in connection similar payment to any person with respect to the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their termsMining Rights is payable, except in each case where the failure to be so which would not reasonably be reasonably expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.
(iii) Change. All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property material Mining Rights in which the Company (through the applicable subsidiary) has or its subsidiaries hold an interest or right have been validly grantedregistered and recorded in accordance, located, approved, executed and/or recorded or filed in accordance with all applicable laws of the jurisdiction where the Company or such subsidiary operates and are valid, subsisting valid and enforceable in all respects, except in each case where the failure subsisting. The Company and its subsidiaries have or expect to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed obtain in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, ordinary course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Mining Rights granting the Company (through the applicable Subsidiary) or its subsidiaries the right and ability to access, explore for mineralsfor, ore mine and metals develop the mineral deposits as are appropriate in view of the rights and interest interests therein of the Company or the applicable Subsidiaryits subsidiaries, with only such exceptions as do not materially unreasonably interfere with the current use made by the Company or the applicable Subsidiary its subsidiaries of the rights or interest so held, ; and each of the proprietary interests or rights documents, agreements and each of the Material Property Agreements instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiaryits subsidiaries, as applicable, except where such the failure to be so in good standing would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinexpected, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected aggregate, to have result in a Material Adverse EffectChange.
Appears in 1 contract
Sources: Equity Distribution Agreement (Lithium Americas Corp.)
Mining Rights. (i) Except as set forth in the Registration Statement, the Palmarejo mine and complex, the Rochester mine, the Kensington mine, the Wharf mine, the Silvertip mine, each as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (each a “Material Property” and collectively, the “Material Properties”) is ), are the only resource property properties that is are currently material to the Company in which the Company or the Subsidiaries subsidiaries have an interest.
(ii) The Company, Company directly or through its Subsidiariessubsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for and exploit the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) Properties are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All material concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or and recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effectenforceable.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiarysubsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiarysubsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiarysubsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiarysubsidiary.
(v) Except as disclosed in the Prospectus, the Company and the subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
(vvi) The Company and the subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to mine and reclamation permits, access and use grants and permits, environmental assessment certificates, water appropriation and use permits, licenses and applications, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable subsidiaries; and, except as disclosed in the Registration Statement or the Prospectus, neither the Company nor the applicable subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
(vii) All assessments or other work required to have been be performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary subsidiary have complied in all respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Mining Rights. Except The Columbus Basin Project, the ▇▇▇ ▇▇▇▇ Project, the Temrezli Project, the Cebolleta Project and the ▇▇▇▇ ▇▇▇▇▇▇ Project as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are validvalid and subsisting, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except in all material respects; except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, has or reasonably anticipates receiving in due course, course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and its Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms in all material respects;
(ii) the Company and its Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectus, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.
Appears in 1 contract
Mining Rights. Except (a) the Company and the Subsidiaries, taken as described a whole, owns, controls or has legal rights to, through mining tenements of various types and descriptions, all of the rights, titles and interests materially necessary or appropriate to authorize and enable it to carry on the material mineral exploration and/or mining activities as currently being undertaken and has obtained or, upon performance of all conditions precedent will be able to obtain such rights, titles and interests as may be required to implement its plans on its properties and the Subsidiaries taken as a whole and is not in the Registration Statement material default of such rights, titles and Prospectus:interests;
(ib) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests the Company’s interest therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, and the Company and the applicable Subsidiary Subsidiaries have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard connection as well as with legal and regard to legal, contractual obligations to third parties in this regard connection except in respect of mining claims and mining rights that the Company and or any of the applicable Subsidiary intend Subsidiaries intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect. All such mining claims and mining rights are in good standing in all material respects as of the date of this agreement;
(c) to the Company’s knowledge, all mining operations on the properties of the Company and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with in all material respects; and
(d) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or any of its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.
Appears in 1 contract
Sources: Share and Warrant Purchase Agreement (Golden Phoenix Minerals Inc /Mn/)
Mining Rights. Except The Cerro ▇▇▇▇▇▇ Project and the ▇▇▇▇ ▇▇▇▇▇▇ Project, as described in the Registration Statement Statement, the General Disclosure Package and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are validvalid and subsisting, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except in all material respects; except as disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has, has or reasonably anticipates receiving in due course, course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus s (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects;
(v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.
Appears in 1 contract
Mining Rights. Except (a) The Corporation and its Material Subsidiaries are the legal and beneficial owners of and have good, valid and marketable title in fee simple to, or have valid rights to lease or otherwise use all Mining Rights, that are material to the respective businesses of the Corporation and its Material Subsidiaries as described currently conducted, in the Registration Statement each case free and Prospectus:
clear of all liens, encumbrances, charges, claims, defects and imperfections of title except those that (i) The CK Gold Project in Wyoming (“do not materially interfere with the use made and proposed to be made of such property by the Corporation and its Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
Subsidiaries, (ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not reasonably be reasonably expected to have a Material Adverse Effect, or (iii) are disclosed in the Offering Documents.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(ivb) Except as disclosed in the Registration Statement Offering Documents, the Mining Rights of the Corporation and its Material Subsidiaries are, in all material respects, in good standing, valid and enforceable, and, other than as set out in the Offering Documents, no material royalty, commission or similar payment is payable in respect of any of them.
(c) Except as disclosed in the Offering Documents, no property rights other than the Mining Rights and other property rights to which the Corporation is entitled as disclosed to the Underwriters in writing are necessary for the conduct of the Corporation’s or the ProspectusMaterial Subsidiaries’ business at the Material Properties as now conducted or proposed to be conducted as set out in the Offering Documents; and except as set out in the Offering Documents or pursuant to Law, there are no material restrictions on the Company ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such rights. The Mining Rights held by the Corporation and its Material Subsidiaries cover the areas required by them for such purposes.
(through d) There are no expropriations or similar proceedings or any challenges, including by First Nation or other indigenous groups, to title or ownership, actual or threatened, of which the applicable Subsidiary) hasCorporation or any of its subsidiaries has received notice against the Mining Rights or any part thereof and, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view knowledge of the rights and interest therein of the Company Corporation, no such expropriations, proceedings or the applicable Subsidiarychallenges are contemplated, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not which could reasonably be expected to have a Material Adverse Effect.
(ve) All assessments or other work Except as may be required to have been performed to date in relation to by Law, there are no material restrictions on the material mining claims and mining rights ability of the Company Corporation or any of its Material Subsidiaries to use, transfer or otherwise exploit any of their respective Mining Rights, and the applicable Subsidiary in order Corporation does not know of any claim or basis for a claim that may adversely affect such rights.
(f) Neither the Corporation nor any of its subsidiaries has granted any other person any right to maintain their respective interests therein, if any, have been performed to date and, except acquire the Mining Rights or any portion of the Mining Rights other than as disclosed described in the Registration Statement Offering Documents or as may be applicable if and when such Mining Rights are no longer required by the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse EffectCorporation.
Appears in 1 contract
Mining Rights. Except as disclosed in the Registration Statement and the Prospectus, the Greens Creek unit, the Lucky Friday unit, the Casa ▇▇▇▇▇▇▇ unit, the San Sebastian unit and the Nevada Operations unit, each as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is ), are the only resource property that is currently properties which could reasonably be considered material to the Company and in which the Company or the Subsidiaries its subsidiaries have an interest.
(ii) The ; the Company, directly or through its Subsidiariessubsidiaries, holds an interest in fee or either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) or any of its subsidiaries to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right Properties have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respectssubsisting, except in each case where the failure to be so locate or record would not reasonably be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, ; the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, and its subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Properties granting the Company (through the applicable Subsidiary) or one or more of its subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiaryand its subsidiaries, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary its subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights one of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, its subsidiaries; except as disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries do not have any responsibility or obligation to pay any material commission, royalty, license, fee or similar payment to any person with respect to the applicable Subsidiary have complied in all respects with all applicable laws in this regard property rights thereof as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse EffectProperties.
Appears in 1 contract
Sources: Equity Distribution Agreement (Hecla Mining Co/De/)
Mining Rights. Except The White Mesa Mill, Bullfrog Project (formerly referred to as the ▇▇▇▇▇ Mountains Complex), Roca Honda Project, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project, Pinyon Plain Project and Bahia Project, as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (“collectively, the "Material Property”) is Properties"), are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the "Project Rights"), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the "Permits") which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectus, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the "Reports"), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report; and
(viii) the title reports listed on Exhibit 6(ee) attached hereto (the "Title Opinions") are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 1 contract
Sources: Sales Agreement (Energy Fuels Inc)
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries its subsidiaries own, lease, control or otherwise have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual legal rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest to all material Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through or its subsidiaries, as applicable, and subject to the applicable subsidiary) nature and scope of the ▇▇▇▇▇▇▇ Pass Project, to access, explore for for, and/or mine and develop the minerals mineral deposits relating thereto, and, other than as disclosed in the Registration Statement, the Pricing Disclosure Package and all such the Prospectuses, no material documentscommission, agreementsroyalty, instruments, contracts, arrangements license fee or understandings in connection similar payment to any person with respect to the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their termsMining Rights is payable, except in each case where the failure to be so which would not reasonably be reasonably expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.
(iii) Change. All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property material Mining Rights in which the Company (through the applicable subsidiary) has or its subsidiaries hold an interest or right have been validly grantedregistered and recorded in accordance, located, approved, executed and/or recorded or filed in accordance with all applicable laws of the jurisdiction where the Company or such subsidiary operates and are valid, subsisting valid and enforceable in all respects, except in each case where the failure subsisting. The Company and its subsidiaries have or expect to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed obtain in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, ordinary course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Mining Rights granting the Company (through the applicable Subsidiary) or its subsidiaries the right and ability to access, explore for mineralsfor, ore mine and metals develop the mineral deposits as are appropriate in view of the rights and interest interests therein of the Company or the applicable Subsidiaryits subsidiaries, with only such exceptions as do not materially unreasonably interfere with the current use made by the Company or the applicable Subsidiary its subsidiaries of the rights or interest so held, ; and each of the proprietary interests or rights documents, agreements and each of the Material Property Agreements instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiaryits subsidiaries, as applicable, except where such the failure to be so in good standing would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinexpected, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected aggregate, to have result in a Material Adverse EffectChange.
Appears in 1 contract
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to explore for the minerals relating theretonot had, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for minerals, ore and metals as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinhave, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate aggregate, a Company Material Adverse Effect, the Company Mining Rights, the Company Easements and the Company Water Rights (a) have been duly filed and registered with the respective registry, (b) have been granted to and registered in the name of Company or a Company Subsidiary, (c) are owned by Company or a Company Subsidiary with good and valid title thereto and (d) are subsisting, unexpired, and in full force and effect. Except as has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, all fees and other amounts in respect thereof have been paid in full and neither Company nor any Company Subsidiary owes any payments to the surface landowners of the land covered by the Company Easements and Company or its Subsidiary have otherwise satisfied all current requirements under applicable Law relating to the granting and holding of mining easements. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person other than Company or a Company Subsidiary has any right, title or interest in, to or under the Company Mining Rights, the Company Easements or the Company Water Rights and there are no adverse or competing claims in respect thereof or Liens thereon. Neither Company nor any Company Subsidiary has any exploration and exploitation concessions, mining rights, easements, rights of ways, servitudes or other similar interests other than the Company Mining Rights, the Company Easements and the Company Water Rights.
Appears in 1 contract
Mining Rights. Except The Peak Gold JV Property, including the ▇▇▇▇ ▇▇▇▇ Project, and the Lucky Shot Property, as described in the Registration Statement and Prospectus:
SEC Reports (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the SEC Reports, the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are validvalid and subsisting, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except in all material respects; except as disclosed in the Registration Statement or the ProspectusSEC Reports, the Company (through the applicable Subsidiary) has, has or reasonably anticipates receiving in due course, course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except as disclosed in the SEC Reports, the Company and its Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the SEC Reports (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the SEC Reports, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the ProspectusSEC Reports, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the SEC Reports, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects;
(v) except as disclosed in the SEC Reports, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available; and
(vii) the documents listed on Exhibit 3.1(rr) attached hereto are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the SEC Reports.
Appears in 1 contract
Mining Rights. Except i. The Company’s Coosa Graphite Project, Columbus Basin Project, Railroad Valley Project, ▇▇▇ Rica Project, Texas Uranium Projects, and New Mexico Uranium Projects, as described in the Registration Statement and Prospectus:
Statement, the Preliminary Prospectus or the Final Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, the Company and the Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
ii. the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (vthe “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms.
iii. the Company and the Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Mining Permits”) All which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement, the Preliminary Prospectus or Final Prospectus, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
iv. all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement.
v. except as disclosed in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, all mining operations on the properties of the Company and the Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with.
vi. except as disclosed in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course.
vii. the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports filed by the Company in the SEC Reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.
Appears in 1 contract
Sources: Placement Agency Agreement (Westwater Resources, Inc.)
Mining Rights. Except The White Mesa Mill, ▇▇▇▇▇ Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Project, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project and ▇▇▇▇ ▇▇▇▇ ISR Project, as described in the Registration Statement and Prospectus:
the Prospectuses (icollectively, the "Material Properties") The CK Gold Project in Wyoming (“Material Property”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The ; the Company, directly or through its the Material Subsidiaries, holds an interest in fee or either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or and the ProspectusProspectuses, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
i. the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectuses (vthe "Project Rights"), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
ii. the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the "Permits") All which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectuses, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
iii. all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectusand Prospectuses, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
iv. except as disclosed in the Registration Statement and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
v. except as disclosed in the Registration Statement and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
vi. the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the "Reports"), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
vii. the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report; and
viii. the title reports listed on Exhibit 1(ff) attached hereto (the "Title Opinions") are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectuses.
Appears in 1 contract
Mining Rights. Except as described in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material to the Company in which the Company or the Subsidiaries have an interest.
(ii) The Company, directly or through its SubsidiariesSeller, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiary) Seller has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) Seller to explore for and exploit the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) Properties, including the Underlying Agreement, are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iiiii) All material concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiary) Seller has an interest or right right, including all mining claims under the Underlying Lease, have been validly granted, located, approved, executed and/or and recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effectenforceable.
(iviii) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, The Seller has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Project and Properties granting the Company (through the applicable Subsidiary) Seller the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable SubsidiarySeller, with only such exceptions as do not materially interfere with the current and proposed use made by the Company or the applicable Subsidiary Seller of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company Seller.
(iv) The Seller does not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar payment to any person with respect to the applicable Subsidiaryproperty rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate.
(v) The Seller has identified all the Permits which are or will be required for the exploration, development and eventual or actual operation of the Project and Properties, which Permits include but are not limited to mine and reclamation permits, access and use grants and permits, environmental assessment certificates, water appropriation and use permits, licenses and applications, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Seller; and the Seller does not know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
(vi) All assessments or other work required to have been be performed to date in relation to the material mining claims and mining rights of included in the Company and Properties, including under the applicable Subsidiary Underlying Lease, in order to maintain their its respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary Seller, Miranda and Gold Torrent have complied in all material respects with all applicable laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effectregard.
Appears in 1 contract
Sources: Gold and Silver Prepayment Agreement (Gold Torrent, Inc.)
Mining Rights. Except The White Mesa Mill, ▇▇▇▇▇ Mountains Complex, Roca Honda Project, Arizona Strip (excluding the Kanab North mine), Daneros Mine, Sheep Mountain Project, Gas Hills Project, La ▇▇▇ Project, Juniper Ridge Project, Whirlwind Mine, Sage Plain Project, Copper King Project, ▇▇▇▇▇▇▇ Ranch, West North Butte, Arkose Mining Project, North Rolling Pin, and Reno Creek Property as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material Property”Properties") is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or and the ProspectusProspectuses, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectuses, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectusand Prospectuses, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report; and
(viii) the title reports listed on Exhibit 6(ee) attached hereto (the “Title Opinions”) are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 1 contract
Sources: Sales Agreement (Energy Fuels Inc)
Mining Rights. Except The White Mesa Mill, Bullfrog Project (formerly referred to as the ▇▇▇▇▇ Mountains Complex), Roca Honda Project, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project, Pinyon Plain Project, Bahia Project, Toliara Project and ▇▇▇▇▇▇ Project, as described in the Registration Statement and Prospectus:
Offering Memorandum (i) The CK Gold Project in Wyoming (“collectively, the "Material Property”) is Properties"), are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and/or exploit the minerals relating thereto, ; all leases or claims and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with permits relating to the Material Property Properties in which the Company (“through the applicable Material Property Agreements”Subsidiary) has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting subsisting; except as disclosed in the Offering Memorandum and enforceable in accordance with their termsthe Pricing Disclosure Package, except in each case where the failure to be so would not be reasonably expected to have a Company (through the applicable Material Adverse Effect.
(iiiSubsidiary) All concessionshas all necessary surface rights, leasesaccess rights and other necessary rights and interests, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has have an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Offering Memorandum, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate;
(i) the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in the Offering Memorandum (the "Project Rights"), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries (a) have identified all the material permits, certificates, and approvals (collectively, the "Permits") which are or will be required to support its planned exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (b) except as disclosed in the Offering Memorandum and the Pricing Disclosure Package, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; (c) and, except as disclosed in the Offering Memorandum and the Pricing Disclosure Package, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course.
(viii) All all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or Offering Memorandum and the ProspectusPricing Disclosure Package, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Offering Memorandum and the Pricing Disclosure Package, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Offering Memorandum and the Pricing Disclosure Package, there are no material environmental audits, evaluations, assessments, studies or tests relating to the Company or Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the "Reports"), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101, SK-1300 or JORC, as the case may be, as at the date of each such Report; and
(viii) the title reports listed on ▇▇▇▇▇ ▇▇ attached hereto (the "Title Opinions") are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Offering Memorandum and the Pricing Disclosure Package.
Appears in 1 contract
Mining Rights. Except The White Mesa Mill, ▇▇▇▇▇ Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Project, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project and ▇▇▇▇ ▇▇▇▇ ISR Project, as described in the Registration Statement and Prospectus:
the Prospectus (icollectively, the "Material Properties") The CK Gold Project in Wyoming (“Material Property”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the "Project Rights"), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the "Permits") which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectus, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the "Reports"), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report; and
(viii) the title reports listed on Exhibit 6(ee) attached hereto (the "Title Opinions") are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 1 contract
Sources: Sales Agreement (Energy Fuels Inc)
Mining Rights. Except as described disclosed in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material Prospectuses, the Corporation and the subsidiaries are the legal and beneficial owners of the mining lease and mining claims relating to the Company in which the Company or the Subsidiaries have an interest.
Mineral Properties (iicollectively, "Mining Rights") The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals mineral rights located on in the Material Property in which the Company (through the applicable subsidiary) has an interest Mineral Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through Corporation or its subsidiaries, as applicable, to access, explore for, mine and develop the applicable subsidiary) to explore for the minerals mineral deposits relating thereto, free and all such clear of any liens, charges or encumbrances and no material documentscommission, agreementsroyalty, instruments, contracts, arrangements license fee or understandings in connection similar payment to any person with respect to the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their termsMineral Properties is payable, except in each case where the failure to be so which would not reasonably be reasonably expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.
(iii) Change. All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property material Mining Rights in which the Company (through the applicable subsidiary) has Corporation or its subsidiaries hold an interest or right have been validly granted, located, approved, executed and/or registered and recorded or filed in accordance in all material respects with all applicable laws and are valid, subsisting valid and enforceable in all respects, except in each case where the failure subsisting. The Corporation and its subsidiaries have or expect to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, obtain all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Mineral Properties granting the Company (through the applicable Subsidiary) Corporation or its subsidiaries the right and ability to access, explore for mineralsfor, ore mine and metals develop the mineral deposits as are appropriate in view of the rights and interest interests therein of the Company Corporation or the applicable Subsidiaryits subsidiaries, with only such exceptions as do not materially unreasonably interfere with the current use made by the Company Corporation or the applicable Subsidiary its subsidiaries of the rights or interest so held, ; and each of the proprietary interests or rights Mining Rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company Corporation or the applicable Subsidiaryits subsidiaries, as applicable, except where such the failure to be so in good standing would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinexpected, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected aggregate, to have result in a Material Adverse EffectChange.
Appears in 1 contract
Mining Rights. Except The White Mesa Mill, ▇▇▇▇▇ Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Mine, Sheep Mountain Project, La ▇▇▇ Project and ▇▇▇▇▇▇▇ Ranch Project, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and Prospectus:
the Prospectuses (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiaryMaterial Subsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws Applicable Laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiaryMaterial Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Material Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the “Permits”) which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Material Subsidiaries; and, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, neither the Company nor the applicable Material Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Material Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or included or incorporated by reference in the ProspectusPreliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, the Company and the applicable Material Subsidiary have complied in all material respects with all applicable laws Applicable Laws in this regard as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Material Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) as at the date of each such Report;
(viii) the Company is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, all such reports complied, in all material respects, with the requirements of NI 43-101; except as noted in the Prospectuses, all scientific and technical information disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance with Canadian industry standards set forth in NI 43- 101, and (iii) was true, complete and accurate in all material respects at the time of filing; and
(ix) the title reports listed on Exhibit C attached hereto (the “Title Opinions”) are to the knowledge of the Company, correct and complete in all respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses. (ss) Taxes. The Company and each of the Material Subsidiaries have filed all federal, state, provincial, local and foreign tax returns which have been required to be expected filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, no tax deficiency has been determined adversely to the Company or any of the Material Subsidiaries which has had, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state, provincial or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.
Appears in 1 contract
Mining Rights. Except as disclosed in the Registration Statement and the Prospectus, the Greens Creek unit, the Lucky Friday unit, the Casa ▇▇▇▇▇▇▇ unit and the San Sebastian unit, each as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is ), are the only material resource property that is currently material to the Company properties in which the Company or the Subsidiaries its subsidiaries have an interest.
(ii) The ; the Company, directly or through its Subsidiariessubsidiaries, holds an interest in fee or either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) or any of its subsidiaries to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right Properties have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respectssubsisting, except in each case where the failure to be so locate or record would not reasonably be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, ; the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, and its subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Properties granting the Company (through the applicable Subsidiary) or one or more of its subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiaryand its subsidiaries, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary its subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights one of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, its subsidiaries; except as disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries do not have any responsibility or obligation to pay any material commission, royalty, license, fee or similar payment to any person with respect to the applicable Subsidiary have complied in all respects with all applicable laws in this regard property rights thereof as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse EffectProperties.
Appears in 1 contract
Sources: Equity Distribution Agreement (Hecla Mining Co/De/)
Mining Rights. Except as described disclosed in the Registration Statement and Prospectus:
(i) The CK Gold Project in Wyoming (“Material Property”) is the only resource property that is currently material Prospectuses, the Company and the subsidiaries are the legal and beneficial owners of the mining lease and mining claims relating to the Company in which the Company or the Subsidiaries have an interest.
Mineral Properties (iicollectively, "Mining Rights") The Company, directly or through its Subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property are located, in respect of the ore bodies and minerals mineral rights located on in the Material Property in which the Company (through the applicable subsidiary) has an interest Mineral Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through or its subsidiaries, as applicable, to access, explore for, mine and develop the applicable subsidiary) to explore for the minerals mineral deposits relating thereto, free and all such clear of any liens, charges or encumbrances and no material documentscommission, agreementsroyalty, instruments, contracts, arrangements license fee or understandings in connection similar payment to any person with respect to the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their termsMineral Properties is payable, except in each case where the failure to be so which would not reasonably be reasonably expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.
(iii) Change. All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property material Mining Rights in which the Company (through the applicable subsidiary) has or its subsidiaries hold an interest or right have been validly granted, located, approved, executed and/or registered and recorded or filed in accordance in all material respects with all applicable laws and are valid, subsisting valid and enforceable in all respects, except in each case where the failure subsisting. The Company and its subsidiaries have or expect to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, obtain all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiary) has an interest Mineral Properties granting the Company (through the applicable Subsidiary) or its subsidiaries the right and ability to access, explore for mineralsfor, ore mine and metals develop the mineral deposits as are appropriate in view of the rights and interest interests therein of the Company or the applicable Subsidiaryits subsidiaries, with only such exceptions as do not materially unreasonably interfere with the current use made by the Company or the applicable Subsidiary its subsidiaries of the rights or interest so held, ; and each of the proprietary interests or rights Mining Rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiaryits subsidiaries, as applicable, except where such the failure to be so in good standing would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinexpected, if any, have been performed to date and, except as disclosed in the Registration Statement or the Prospectus, the Company and the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected aggregate, to have result in a Material Adverse EffectChange.
Appears in 1 contract
Sources: Open Market Sale Agreement (Lithium Americas Corp.)
Mining Rights. Except The White Mesa Mill, Bullfrog Project (formerly referred to as the ▇▇▇▇▇ Mountains Complex), Roca Honda Project, Sheep Mountain Project, La ▇▇▇ Project, ▇▇▇▇▇▇▇ Ranch Project, Pinyon Plain Project, Bahia Project, Toliara Project and ▇▇▇▇▇▇ Project, as described in the Registration Statement and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (“collectively, the "Material Property”) is Properties"), are the only resource property that is properties currently material to the Company in which the Company or the Material Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its the Material Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are valid, subsisting valid and enforceable in all respects, subsisting; except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except as disclosed in the Registration Statement or and the Prospectus, the Company (through the applicable Subsidiary) has, or reasonably anticipates receiving in due course, has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has have an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Prospectus, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such failure to be so fee or payment would not reasonably be expected to have a Material Adverse Effect., either individually or in the aggregate;
(vi) All the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement and the Prospectus (the "Project Rights"), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
(ii) the Company and the Material Subsidiaries have identified all the material permits, certificates, and approvals (collectively, the "Permits") which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and, except as disclosed in the Registration Statement and the Prospectus, the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Company or the applicable Subsidiaries; and, except as disclosed in the Registration Statement and the Prospectus, neither the Company nor the applicable Subsidiaries know of any issue or reason why the Permits should not be approved and obtained in the ordinary course;
(iii) all assessments or other work required to have been be performed to date in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement or the and Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable laws governmental laws, regulations and policies in this regard as well as with legal and regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate reasonably be expected to have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement;
(iv) except as disclosed in the Registration Statement and the Prospectus, all mining operations on the properties of the Company and the Material Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(v) except as disclosed in the Registration Statement and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course;
(vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the "Reports"), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(vii) the Reports complied in all material respects with the requirements of NI 43-101 as at the date of each such Report; and
(viii) the title reports listed on Exhibit 6(ee) attached hereto (the "Title Opinions") are to the knowledge of the Company, correct and complete in all material respects on the date hereof, except as in respect of concessions which are (i) not material, or (ii) were permitted to expire or were sold in the ordinary course of business, as described in the Registration Statement or Prospectus.
Appears in 1 contract
Sources: Sales Agreement (Energy Fuels Inc)
Mining Rights. Except The Cerro ▇▇▇▇▇▇ Project and the ▇▇▇▇ ▇▇▇▇▇▇ Project, as described in the Registration Statement Statement, the General Disclosure Package and Prospectus:
the Prospectus (i) The CK Gold Project in Wyoming (collectively, the “Material PropertyProperties”) is are the only resource property that is properties currently material to the Company in which the Company or the its Subsidiaries have an interest.
(ii) The Company, directly ; the Company or through its Subsidiaries, holds an interest in fee or hold either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, permits or participant interests, interests or other conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property Properties are located, in respect of the ore bodies and minerals located on the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, agreements or instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiarySubsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the minerals relating thereto, and ; all such material documents, agreements, instruments, contracts, arrangements leases or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property Properties in which the Company (through the applicable subsidiarySubsidiary) has an interest or right have been validly granted, located, approved, executed and/or located and recorded or filed in accordance with all applicable laws and are validvalid and subsisting, subsisting and enforceable in all respects, except in each case where the failure to be so would not be reasonably expected to have a Material Adverse Effect.
(iv) Except in all material respects; except as disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has, has or reasonably anticipates receiving in due course, course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable subsidiarySubsidiary) has an interest granting the Company (through the applicable Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the Material Property Agreements documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiary, except where such failure to be so would not reasonably be expected to have a Material Adverse Effect.
(v) All assessments or other work required to have been performed to date in relation to the material mining claims and mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, ; except as disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, the Company and its Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the applicable Subsidiary have complied in all respects with all applicable laws in this regard as well as with legal and contractual obligations to third parties in this regard property rights thereof, except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon where such fee or relinquish and except for any non-compliance which payment would not have a Material Adverse Effect, either individually or in the aggregate reasonably be expected aggregate;
(i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus s (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to have a Material Adverse Effect.the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;
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