Common use of Representations and Warranties of Optionor Clause in Contracts

Representations and Warranties of Optionor. (1) The Optionor represents and warrants to the Optionee that: (a) the Optionor owns a 100% undivided registered and beneficial ownership interest in and to the Hoidas Lake Project free and clear of all Liens except for Permitted Liens; (b) each of the Mineral Rights comprising the Hoidas Lake Project: (i) is fully and accurately described in all material aspects in SCHEDULE A, including any Permitted Liens in relation thereto, and neither the Optionor nor any of its Affiliates has an interest in any other Mineral Rights or Surface Rights or other assets which are located wholly or in part within the Area of Interest related to the Hoidas Lake Project; (ii) is in good standing under the applicable Laws, including the incurring of expenditures and the payment of surface taxes or other monies up to the expiry dates shown in SCHEDULE A; (iii) has been duly and validly staked or otherwise properly and legally acquired by the Optionor in accordance in all material respects with the Laws and regulations of Saskatchewan and the Laws and regulations of Canada applicable therein; and (iv) the Optionor is in exclusive possession of such Mineral Rights to the Hoidas Lake Project other than the 1.8% NSR; (c) the licences, consents and permits held by the Optionor in connection with the Hoidas Lake Project are described in SCHEDULE A and all such licences, consents and permits have been complied with by the Optionor and remain in full force and effect; (d) there are no outstanding agreements or options to acquire or purchase any of the Mineral Rights comprising the Hoidas Lake Project held by any person, no person has any royalty or other interest whatsoever in production therefrom, other than: (i) the 1.8% NSR; and

Representations and Warranties of Optionor. (1) The Optionor 2.1 Optionor's representations and warranties. Optionor, jointly and severally, represents and warrants to the Optionee that: (a) KGC has been duly incorporated under the Optionor owns laws of the Province of British Columbia and validly exists as a 100% undivided registered and beneficial ownership interest corporation in and to good standing under the Hoidas Lake Project free and clear laws of all Liens except for Permitted Liensthat jurisdiction of incorporation; (b) each KSMC has been duly incorporated under the laws of the Mineral Rights comprising the Hoidas Lake Project: (i) is fully State of Delaware and accurately described in all material aspects in SCHEDULE A, including any Permitted Liens in relation thereto, and neither the Optionor nor any of its Affiliates has an interest in any other Mineral Rights or Surface Rights or other assets which are located wholly or in part within the Area of Interest related to the Hoidas Lake Project; (ii) is validly exists as a corporation in good standing under the applicable Laws, including the incurring laws of expenditures and the payment that jurisdiction of surface taxes or other monies up to the expiry dates shown in SCHEDULE A; (iii) has been duly and validly staked or otherwise properly and legally acquired by the Optionor in accordance in all material respects with the Laws and regulations of Saskatchewan and the Laws and regulations of Canada applicable therein; and (iv) the Optionor is in exclusive possession of such Mineral Rights to the Hoidas Lake Project other than the 1.8% NSRincorporation; (c) the licencesOptionor is the registered and beneficial owner of the Property and, consents and permits held by at the time of transfer to the Optionee of each undivided interest in the mineral claims comprising the Property pursuant to the exercise of the Options granted hereunder, the Optionor will be the registered and beneficial owner of a 100% interest, or such remainder thereof that it has not previously transferred to the Optionee hereunder, of all of the mineral claims comprising the Property free and clear of all liens, charges and claims of others and no taxes or rentals are due in connection with the Hoidas Lake Project are described in SCHEDULE A and all such licences, consents and permits have been complied with by the Optionor and remain in full force and effectrespect of any thereof; (d) the mineral claims comprised in the Property have been duly and validly located and recorded, and are in good standing in the office of the mining recorder or such other applicable regulatory agency having jurisdiction over the Property; (e) there are no adverse claims or challenges against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of Optionor is there any basis therefor, and, other than the Earn-in Agreement, there are no outstanding agreements or options to acquire or purchase the Property or any of the Mineral Rights comprising the Hoidas Lake Project held by any personportion thereof, and no person has any royalty or other interest whatsoever in production therefrom, other than: (i) from any of the 1.8% NSR; andmineral claims comprising the Property;