Common use of Mining Rights Clause in Contracts

Mining Rights. The Company or a Significant Subsidiary holds freehold title, mining leases, mining claims or other conventional proprietary interests or rights recognized in the jurisdiction in which each property described in each of the Time of Sale Prospectus and the Prospectus is located, in the ore bodies and mineral inventories and the milling, smelting and refining facilities as described in each of the Time of Sale Prospectus and the Prospectus (and all properties respectively relating thereto) under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Company or any Significant Subsidiary, as the case may be, to explore for, extract, exploit, remove, process or refine the minerals relating thereto, except where the failure to so hold such interests or rights would not have a Material Adverse Effect or as described in the Time of Sale Prospectus and the Prospectus. In addition, the Company or a Significant Subsidiary has all necessary surface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required rights and interests granting the Company or any Significant Subsidiary, as the case may be, the rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in each of the Time of Sale Prospectus and the Prospectus all as referred to in each of the Time of Sale Prospectus and the Prospectus with only such exceptions as are described in each of the Time of Sale Prospectus and the Prospectus, or as do not have a Material Adverse Effect. Each of the aforementioned interests and rights is currently in good standing except for those interests and claims which, if not kept in good standing, would not have a Material Adverse Effect.

Mining Rights. The ▇▇▇▇▇ Property and the Minto Property, as described in the Registration Statement, the Prospectus and the Prospectus Supplement (collectively, the “Material Properties") are the only material resource properties in which the Company or a Significant Subsidiary holds the Subsidiaries have an interest; the Company or through its Subsidiaries, hold either freehold title, mining leases, mining claims concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights rights, recognized in the jurisdiction in which each property described in each of the Time of Sale Prospectus and the Prospectus is Material Properties are located, in respect of the ore bodies and mineral inventories and minerals located on the milling, smelting and refining facilities as described Material Properties in each of which the Time of Sale Prospectus and Company (through the Prospectus (and all properties respectively relating theretoapplicable Subsidiary) has an interest under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, documents or other recognized and enforceable instruments and documentsagreements or instruments, sufficient to permit the Company or any Significant (through the applicable Subsidiary, as the case may be, ) to explore for, extract, exploit, remove, process or refine for and exploit the minerals relating thereto, except where ; all leases or claims and permits relating to the failure to so hold such interests or rights would not have a Material Adverse Effect or as described Properties in the Time of Sale Prospectus and the Prospectus. In addition, which the Company (through the applicable Subsidiary) has an interest or a Significant Subsidiary right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company (through the applicable Subsidiary) has all necessary surface rights, water access rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) have an interest granting the Company or any Significant (through the applicable Subsidiary, as ) the case may be, the rights right and ability to explore forfor and exploit minerals, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting for development and refining facilities described production purposes as are appropriate in each view of the Time of Sale Prospectus rights and the Prospectus all as referred to in each interest therein of the Time of Sale Prospectus and Company or the Prospectus applicable Subsidiary, with only such exceptions as are described in 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 Time of Sale Prospectus proprietary interests or rights and the Prospectus, or as do not have a Material Adverse Effect. Each each of the aforementioned interests documents, agreements and rights instruments and obligations relating thereto referred to above is currently in good standing except for those interests in all respects in the name of the Company or the applicable Subsidiary; the Company and claims which, if not kept in good standing, would the Subsidiaries do not have a Material Adverse Effect.any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof;

Mining Rights. The Except as disclosed in the Registration Statement, Prospectuses and Disclosure Package, each of ‎the ‎Corporation and the Subsidiaries is the absolute legal and beneficial owner of, and has good ‎and ‎marketable title to, all of the material properties and assets thereof, and no other property or ‎assets ‎are necessary for the conduct of the business of the Company or a Significant Subsidiary holds and the Subsidiaries as ‎currently ‎conducted.‎ ‎The Company and the Subsidiaries, as applicable, hold either freehold title, mining leases, mining claims options, brine lease or brine deed options, mining claims, mining and exploration licenses, property leases, or other conventional property, proprietary or contractual interests or rights rights, recognized in the jurisdiction in which each a particular property described is located (the “Mining Rights”) in each respect of the Time of Sale Prospectus and the Prospectus is locateddeposits, in the ore bodies and mineral inventories and minerals located in properties in which the milling, smelting and refining facilities Company and/or the Subsidiary have an interest as described in each of the Time of Sale Prospectus Registration Statement, the Prospectuses and the Prospectus (and all properties respectively relating thereto) Disclosure Package under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, documents or other recognized and enforceable instruments and documentsagreements or instruments, sufficient to permit the Company or any Significant Subsidiary, as and/or the case may be, Subsidiary to explore forand extract the material deposits, extract, exploit, remove, process ore bodies or refine the other minerals relating theretothereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except where the failure to so hold such interests or rights would not have a Material Adverse Effect or as described in the Time of Sale Prospectus and the Prospectus. In addition, the Company or a Significant Subsidiary has all necessary surface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required rights and interests granting the Company or any Significant Subsidiary, as the case may be, the rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in each of the Time of Sale Prospectus and the Prospectus all as referred to in each of the Time of Sale Prospectus and the Prospectus with only such exceptions as are described in each of the Time of Sale Prospectus and the Prospectus, or as do not have a Material Adverse Effect. Each of the aforementioned interests and rights is currently in good standing except for those interests and claims which, if not kept in good standing, would not have a Material Adverse Effect. (i) All property, leases, options, claims or licenses in which the Company or a Subsidiary has any interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting, the Company and each Subsidiary have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or the Subsidiary have a material interest as described in the Registration Statement, the Prospectuses and the Disclosure Package granting the Company or the Subsidiary the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of their respective rights and interests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or the Subsidiary. The Mining Rights in respect of the Company’s material properties as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package constitute a complete description of all material Mining Rights held by the Company and the Subsidiaries. (ii) To the knowledge of the Company, all exploration activities by or on behalf of the Company and its Subsidiaries on the material properties in which they hold an interest have been conducted in accordance with Mining Laws (as defined below), good exploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with in all material respects. (iii) ‎The Company does not have any knowledge of any claim or basis for any ‎claim that might or could materially and adversely affect the right of the Company or the ‎Subsidiaries to use, transfer or otherwise exploit the Mining Rights.‎

Mining Rights. The Basin Gulch Project, as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Material Properties”) are the only resource properties currently material to the Company in which the Company or a Significant Subsidiary holds its Subsidiaries have an interest; the Company or through its Subsidiaries, hold either freehold title, mining leases, mining claims concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights rights, recognized in the jurisdiction in which each property described in each of the Time of Sale Prospectus and the Prospectus is Material Properties are located, in respect of the ore bodies and mineral inventories and minerals located on the milling, smelting and refining facilities as described Material Properties in each of which the Time of Sale Prospectus and Company (through the Prospectus (and all properties respectively relating theretoapplicable Subsidiary) has an interest under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, documents or other recognized and enforceable instruments and documentsagreements or instruments, sufficient to permit the Company or any Significant (through the applicable Subsidiary, as the case may be) to explore for and exploit, to explore forthe extent currently undertaken or disclosed in the Registration Statement, extractthe General Disclosure Package and the Prospectus, exploit, remove, process or refine the minerals relating thereto; all leases or claims relating to the Material Properties in which the Company (through the applicable Subsidiary) has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, in each case in all material respects; except where the failure to so hold such interests or rights would not have a Material Adverse Effect or as described disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus. In addition, the Company (through the applicable Subsidiary) has or a Significant Subsidiary has reasonably anticipates receiving in due course all necessary surface rights, water access rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has an interest granting the Company or any Significant (through the applicable Subsidiary, as ) the case may be, the rights right and ability to explore forfor and exploit minerals, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting for development and refining facilities described production purposes as are appropriate in each view of the Time of Sale Prospectus rights and the Prospectus all as referred to in each interest therein of the Time of Sale Prospectus and Company or the Prospectus applicable Subsidiary, with only such exceptions as are described in 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 Time of Sale Prospectus proprietary interests or rights and the Prospectus, or as do not have a Material Adverse Effect. Each each of the aforementioned interests documents, agreements and rights 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 for those interests as disclosed in the Registration Statement, the General Disclosure Package and claims whichthe Prospectus, if the Company and its Subsidiaries do not kept in good standinghave 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 fee or payment would not 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, the General Disclosure Package 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 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 be performed 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, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with 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 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.

Mining Rights. The Company or a Significant Subsidiary holds freehold title, mining leases, mining claims or other conventional proprietary interests or rights recognized in the jurisdiction in which each property described in each of the Time of Sale Prospectus Prospectus, the Prospectus, and the Prospectus Japanese Disclosure Documents is located, in the ore bodies and mineral inventories and the milling, smelting and refining facilities as described in each of the Time of Sale Prospectus, the Prospectus and the Prospectus Japanese Disclosure Documents (and all properties respectively relating thereto) under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Company or any Significant Subsidiary, as the case may be, to explore for, extract, exploit, remove, process or refine the minerals relating thereto, except where the failure to so hold such interests or rights would not have a Material Adverse Effect or as described in the Time of Sale Prospectus and the ProspectusEffect. In addition, the Company or a Significant Subsidiary has all necessary surface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required rights and interests granting the Company or any Significant Subsidiary, as the case may be, the rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus, the Prospectus and the Prospectus Japanese Disclosure Documents or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in each of the Time of Sale Prospectus, the Prospectus and the Prospectus Japanese Disclosure Documents all as referred to in each of the Time of Sale Prospectus, the Prospectus and the Prospectus Japanese Disclosure Documents with only such exceptions as are described in each of the Time of Sale Prospectus, the Prospectus and the ProspectusJapanese Disclosure Documents, or as do not have a Material Adverse Effect. Each of the aforementioned interests and rights is currently in good standing except for those interests and claims which, if not kept in good standing, would not have a Material Adverse Effect.

Mining Rights. The Company (a) as more particularly described in the Continuous Disclosure Record, LAC and its Subsidiaries, taken as a whole, own, control or have legal rights to, through mining tenements of various types and descriptions, all of the rights, titles and interests necessary 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 their plans on such properties and are not in material default of such rights, titles and interests; (b) LAC has not received any notice of proceedings relating to the revocation or modification of any material mining or exploration authorities, permits or licenses previously granted to LAC or its Subsidiaries, nor has it received notice of the revocation or cancellation of, or any intention to revoke or cancel, any material mining claim, concession or lease of LAC or its Subsidiaries; (c) all assessments or other work required to be performed or filings required to be made in relation to the material mining claims and the Mining Rights of LAC have been performed or made, and all taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made to date in order to maintain such claims and Mining Rights and LAC and its Subsidiaries have complied in all material respects with all applicable laws, rules and policies as well as with regard to legal, and contractual obligations to third parties; (d) to LAC’s knowledge, all exploration and development activities of LAC and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices; (e) except as disclosed in the Continuous Disclosure Record, LAC or a Significant Subsidiary is the absolute legal and beneficial owner of the Mineral Properties described in the Continuous Disclosure Record and LAC or a Subsidiary (as the case may be) holds either freehold title, mining leases, mining claims concessions, claims, licenses, options or participating interests or other conventional property or proprietary interests or rights rights, recognized in the jurisdiction in which each a particular property described is located (collectively, “Mining Rights”) in each respect of the Time of Sale Prospectus and the Prospectus is located, mineral rights located in the ore bodies and mineral inventories and the milling, smelting and refining facilities Mineral Properties in which LAC or any Subsidiary has an interest as described in each of the Time of Sale Prospectus and the Prospectus (and all properties respectively relating thereto) Continuous Disclosure Record under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, documents or other recognized and enforceable instruments and documentsagreements or instruments, sufficient to permit LAC or the Company or any Significant Subsidiary, Subsidiary (as the case may be, applicable) to explore for, extract, exploit, remove, process or refine the minerals for mineral deposits relating thereto, free and clear of any Encumbrances and no material commission, royalty, licence fee or similar payment to any person with respect to the Mineral Properties is payable except where as disclosed in the failure Continuous Disclosure Record; (f) except as disclosed in the Continuous Disclosure Record, there are no restrictions on the ability of LAC to so hold such interests use, transfer or exploit any of the Mining Rights, except pursuant to applicable Laws; (g) except as disclosed in the Continuous Disclosure Record, there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would not have a Material Adverse Effect or as described affect the interest of LAC in any of the Mining Rights; (h) all Mining Rights in the Time of Sale Prospectus Mineral Properties have been validly registered and recorded in accordance in all material respects with all applicable laws and are valid and subsisting; LAC and the Prospectus. In addition, the Company Subsidiaries have or a Significant Subsidiary has will obtain all necessary surface rights, water access rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required necessary rights and interests relating to the Mineral Properties granting the Company LAC or any Significant Subsidiary, as Subsidiary the case may be, the rights right and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and for mineral inventories described deposits as are appropriate in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in each view of the Time rights and interests therein of Sale Prospectus and the Prospectus all as referred to in each of the Time of Sale Prospectus and the Prospectus LAC or any Subsidiary, with only such exceptions as are described in do not unreasonably interfere with the use made by LAC or any Subsidiary of the rights or interest so held; and each of the Time of Sale Prospectus Mining Rights and the Prospectus, or as do not have a Material Adverse Effect. Each each of the aforementioned interests documents, agreements and rights instruments and obligations relating thereto referred to above is currently in good standing in the name of LAC or a Subsidiary, as applicable; (i) the Mineral Properties and Mining Rights of LAC and its Subsidiaries as disclosed in the Continuous Disclosure Record, constitute an accurate description of the Mineral Properties and all material Mining Rights held by LAC and the Subsidiaries and no other property or assets are necessary for the conduct of the business of LAC as currently conducted except as disclosed in the Continuous Disclosure Record; except as disclosed in the Continuous Disclosure Record, LAC does not know of any claim or the basis for those interests and claims which, if not kept in good standing, would not any claim that might or could have a Material Adverse Effectmaterial impact on the right thereof to use, transfer or otherwise explore for mineral deposits on such Mineral Properties; and (j) LAC’s mineral resources have been calculated and estimated in accordance with NI 43-101 and are disclosed in the Continuous Disclosure Record in accordance with NI 43-101.

Mining Rights. The Except as disclosed in the Registration Statement, Prospectuses and Disclosure Package, each of ‎the ‎Company and the Subsidiaries is the absolute legal and beneficial owner of, and has good ‎and ‎marketable title to, all of the material properties and assets thereof, and no other property or ‎assets ‎are necessary for the conduct of the business of the Company or a Significant Subsidiary holds and the Subsidiaries as ‎currently ‎conducted.‎ ‎The Company and the Subsidiaries, as applicable, hold either freehold title, mining leases, mining claims options, brine lease or brine deed options, mining claims, mining and exploration licenses, property leases, or other conventional property, proprietary or contractual interests or rights rights, recognized in the jurisdiction in which each a particular property described is located (the “Mining Rights”) in each respect of the Time of Sale Prospectus and the Prospectus is locateddeposits, in the ore bodies and mineral inventories and minerals located in properties in which the milling, smelting and refining facilities Company and/or the Subsidiary have an interest as described in each of the Time of Sale Prospectus Registration Statement, the Prospectuses and the Prospectus (and all properties respectively relating thereto) Disclosure Package under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, documents or other recognized and enforceable instruments and documentsagreements or instruments, sufficient to permit the Company or any Significant Subsidiary, as and/or the case may be, Subsidiary to explore forand extract the material deposits, extract, exploit, remove, process ore bodies or refine the other minerals relating theretothereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except where the failure to so hold such interests or rights as would not have a Material Adverse Effect or as described in the Time of Sale Prospectus and the Prospectus. In addition, the Company or a Significant Subsidiary has all necessary surface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required rights and interests granting the Company or any Significant Subsidiary, as the case may be, the rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in each of the Time of Sale Prospectus and the Prospectus all as referred to in each of the Time of Sale Prospectus and the Prospectus with only such exceptions as are described in each of the Time of Sale Prospectus and the Prospectus, or as do not have a Material Adverse Effect. Each All property, leases, options, claims or licenses in which the Company or a Subsidiary has any interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting, the Company and each Subsidiary have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or the Subsidiary have a material interest as described in the Registration Statement, the Prospectuses and the Disclosure Package granting the Company or the Subsidiary the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of their respective rights and interests therein, and each of the aforementioned proprietary interests or rights and rights is each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing except for those interests in the name of the Company or the Subsidiary. The Mining Rights in respect of the Company’s material properties as disclosed in the Registration Statement, the Prospectuses and claims whichthe Disclosure Package constitute a complete description of all material Mining Rights held by the Company and the Subsidiaries. To the knowledge of the Company, if not kept all exploration activities by or on behalf of the Company and its Subsidiaries on the material properties in which they hold an interest have been conducted in accordance with Mining Laws (as defined below), good standingexploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace laws, would regulations and policies have been complied with in all material respects. ‎The Company does not have a Material Adverse Effect.any knowledge of any claim or basis for any ‎claim that might or could materially and adversely affect the right of the Company or the ‎Subsidiaries to use, transfer or otherwise exploit the Mining Rights.‎

Mining Rights. The Except as disclosed in the Registration Statement, Prospectuses and Disclosure Package, each of ‎the ‎Company and the Subsidiaries is the absolute legal and beneficial owner of, and has good ‎and ‎marketable title to, all of the material properties and assets thereof, and no other property or ‎assets ‎are necessary for the conduct of the business of the Company or a Significant Subsidiary holds and the Subsidiaries as ‎currently ‎conducted.‎ ‎The Company and the Subsidiaries, as applicable, hold either freehold title, mining leases, mining claims options, brine lease or brine deed options, mining claims, mining and exploration licenses, property leases, or other conventional property, proprietary or contractual interests or rights rights, recognized in the jurisdiction in which each a particular property described is located (the “Mining Rights”) in each respect of the Time of Sale Prospectus and the Prospectus is locateddeposits, in the ore bodies and mineral inventories and minerals located in properties in which the milling, smelting and refining facilities Company and/or the Subsidiary have an interest as described in each of the Time of Sale Prospectus Registration Statement, the Prospectuses and the Prospectus (and all properties respectively relating thereto) Disclosure Package under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, documents or other recognized and enforceable instruments and documentsagreements or instruments, sufficient to permit the Company or any Significant Subsidiary, as and/or the case may be, Subsidiary to explore forand extract the material deposits, extract, exploit, remove, process ore bodies or refine the other minerals relating theretothereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except where the failure to so hold such interests or rights would not have a Material Adverse Effect or as described in the Time of Sale Prospectus and the Prospectus. In addition, the Company or a Significant Subsidiary has all necessary surface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required rights and interests granting the Company or any Significant Subsidiary, as the case may be, the rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in each of the Time of Sale Prospectus and the Prospectus all as referred to in each of the Time of Sale Prospectus and the Prospectus with only such exceptions as are described in each of the Time of Sale Prospectus and the Prospectus, or as do not have a Material Adverse Effect. Each of the aforementioned interests and rights is currently in good standing except for those interests and claims which, if not kept in good standing, would not have a Material Adverse Effect. (i) All property, leases, options, claims or licenses in which the Company or a Subsidiary has any interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting, the Company and each Subsidiary have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or the Subsidiary have a material interest as described in the Registration Statement, the Prospectuses and the Disclosure Package granting the Company or the Subsidiary the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of their respective rights and interests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or the Subsidiary. The Mining Rights in respect of the Company’s material properties as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package constitute a complete description of all material Mining Rights held by the Company and the Subsidiaries. (ii) To the knowledge of the Company, all exploration activities by or on behalf of the Company and its Subsidiaries on the material properties in which they hold an interest have been conducted in accordance with Mining Laws (as defined below), good exploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with in all material respects. (iii) ‎The Company does not have any knowledge of any claim or basis for any ‎claim that might or could materially and adversely affect the right of the Company or the ‎Subsidiaries to use, transfer or otherwise exploit the Mining Rights.‎