Common use of OPINIONS AND CERTIFICATES Clause in Contracts

OPINIONS AND CERTIFICATES. 6.1 Prior to the filing of the final Prospectus, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 On Closing, the Issuer will deliver the following documents to the Agent and its counsel in form and content acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably require; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to the ownership, existence and status of the Mon Gold Property; (d) a bring-down comfort letter from the auditor of the Issuer, dated as of the Closing Date and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (e) a certificate of the Issuer, dated as of the Closing Date and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (f) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to 7.1 On the filing of the final ProspectusEffective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor copy of the Issuer, dated as Exchange’s letter evidencing acceptance of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counselShort Form for filing. 6.2 7.2 On Closingthe Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in form and content substance acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably require; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporationcounsel for the Issuer, dated as of the Closing Date Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the ownershipAcquisition and the creation, existence issuance and status sale of the Mon Gold PropertySecurities for which the Agent may reasonably request an opinion; (db) a bring-down comfort letter from the auditor an opinion of the Issuercounsel for Naturally Splendid, dated as of the Closing Date Day, and addressed to the Agent and its counsel, counsel relating to the accuracy corporate status of the financial statements forming part of the Prospectus Naturally Splendid and the accuracy of the financial, numerical and certain other information disclosed in the ProspectusAcquisition; (ec) a certificate of the Issuer, dated as of the Closing Date Day and signed by two officers of the chief executive officer and chief financial officer Issuer, one of whom shall be the president of the Issuer or such other officers another officer approved by the Agent, certifying certain facts relating to the Issuer and its affairs and confirming that the Issuer has irrevocably instructed its counsel to complete the Acquisition concurrently with the Closing; (d) a certificate of Naturally Splendid, dated as of the “Officers’ Certificate”)Closing Day and signed by two officers of Naturally Splendid, one of whom shall be the president of Naturally Splendid or another officer approved by the Agent, certifying certain facts relating to the Issuer and its affairs and confirming that Naturally Splendid has irrevocably instructed its counsel to complete the Acquisition concurrently with the Closing; and (fe) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to 8.1 On the filing of the final ProspectusEffective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 8.2 On Closing, the Issuer will deliver the following documents to the Agent and its counsel in a form and content acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably require; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporationcounsel for the Issuer, dated as of the Closing Date Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the ownershipcreation, existence issuance and status sale of the Mon Gold PropertySecurities for which the Agent may reasonably request an opinion, including but not limited to an opinion or opinions on the Subsidiaries; (dc) a bring-down comfort letter from the auditor of favourable title opinion on the Issuer, dated as of the Closing Date and ’s ▇▇▇▇▇▇▇▇ Property addressed to the Agent and its their counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (ed) a certificate of the Issuer, dated as of the Closing Date Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); (e) if any sales are made in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, an opinion of U.S. counsel to the Issuer, addressed to the Agent in form and substance acceptable to the Agent, acting reasonably, that the offer and sale of the Units, the Warrants and the Shares in the United States and to, or for the account or benefit of, U.S. Persons pr persons in the United States does not require registration under the U.S. Securities Act; andand 5347189.1 (f) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to On the date of filing of the final Prospectus, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificatescertificate, comfort letters letter or opinions opinion in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 On Closingthe Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in a form and content acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably require; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporationcounsel for the Issuer, dated as of the Closing Date Day, and addressed to and in a form reasonably satisfactory to the Agent and its counsel, relating to any legal matter in connection with the ownershipcreation, existence issuance and status sale of the Mon Gold PropertySecurities for which the Agent may reasonably request an opinion; (dc) a bring-down comfort letter from the auditor of title opinion relating to the Issuer’s South ▇▇▇▇▇ Property located in the Red Lake Mining District in the Province of Ontario, dated as of the Closing Date addressed to and addressed in a form reasonably satisfactory to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (ed) a certificate of the Issuer, dated as of the Closing Date Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, in a form reasonably satisfactory to the Agent and its counsel, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and; (fe) any other certificates, comfort letters or other opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to 8.1 On the filing of the final ProspectusEffective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the final Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the final Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the final Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 8.2 On Closing, the Issuer will deliver the following documents to the Agent and its counsel in a form and content acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably require; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporationcounsel for the Issuer, dated as of the Closing Date Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the ownershipcreation, existence issuance and status sale of the Mon Gold PropertySecurities for which the Agent may reasonably request an opinion; (c) a favourable title opinion on the Kootenay Arc Property (as such term is defined in the Prospectus); (d) a bring-bring down comfort letter from the auditor confirming the update of the Issuer, dated as auditors review since the date of the Closing Date and addressed original auditors’ comfort letter delivered pursuant to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the ProspectusSection 8.1(a); (e) a certificate of the Issuer, dated as of the Closing Date Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (f) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to 7.1 On the filing of the final ProspectusEffective Date, the Issuer will deliver the following documents to the Agent and its counsel the Agent’s Counsel in a form acceptable to them: (a) a comfort letter from prior to the auditor filing of the Issuerfinal Prospectus with the Regulatory Authorities, dated as copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the date Common Shares, including the Shares and Agent’s Warrant Shares, have been approved subject only to satisfaction by the Issuer of post-closing conditions imposed by the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the ProspectusExchange; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counselAgent’s Counsel. 6.2 7.2 On Closingthe Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in a form and content acceptable to them, acting reasonably: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, counsel for the Issuer's legal counsel, dated as of the Closing Day and addressed to the Agent and its Agent’s Counsel, relating to any legal counsel matter in connection with the creation, issuance and dated as sale of the Closing Date Shares and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as Agent’s Warrants for which the Agent may reasonably requirerequest an opinion; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to the ownership, existence and status of the Mon Gold Property; (d) a bring-down comfort letter from the auditor of counsel for the Issuer, dated as of the Closing Date Day and addressed to the Agent and its counselAgent’s Counsel, relating to the accuracy legal title of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed Hedge Hog Project as set forth in the Prospectus; (ed) a certificate of the Issuer, dated as of the Closing Date Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (fe) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counselAgent’s Counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to 7.1 On the filing of the final ProspectusEffective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 7.2 On Closing, the Issuer will deliver the following documents to the Agent and its counsel in a form and content acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably requireexecuted Lock-Up Agreements; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporationcounsel for the Issuer, dated as of the Closing Date Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion; (d) an opinion of counsel for the Issuer, dated as of the Closing Day and addressed to the Agent and its counsel, relating to the ownership, existence and status of the Mon Gold Property; (d) a bring-down comfort letter from the auditor of the Issuer, dated as of the Closing Date and addressed ’s legal title to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed Tahsis Property as set forth in the Prospectus; (e) a certificate of the Issuer, dated as of the Closing Date Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (f) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to 7.1 On the filing of the final ProspectusEffective Date, the Issuer will deliver the following documents to the Agent and its counsel the Agent’s Counsel in a form acceptable to them: (a) a comfort letter from prior to the auditor filing of the Issuerfinal Prospectus with the Regulatory Authorities, dated as copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the date Common Shares, including the Shares and Agent’s Warrant Shares, have been approved subject only to satisfaction by the Issuer of post-closing conditions imposed by the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the ProspectusExchange; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counselAgent’s Counsel. 6.2 7.2 On Closingthe Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in a form and content acceptable to them, acting reasonably: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, counsel for the Issuer's legal counsel, dated as of the Closing Day and addressed to the Agent and its Agent’s Counsel, relating to any legal counsel matter in connection with the creation, issuance and dated as sale of the Closing Date Shares and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as Agent’s Warrants for which the Agent may reasonably requirerequest an opinion; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to the ownership, existence and status of the Mon Gold Property; (d) a bring-down comfort letter from the auditor of counsel for the Issuer, dated as of the Closing Date Day and addressed to the Agent and its counselAgent’s Counsel, relating to the accuracy legal title of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed Douay East Project as set forth in the Prospectus; (ed) a certificate of the Issuer, dated as of the Closing Date Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (fe) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counselAgent’s Counsel.