Common use of REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.01. The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating constraining documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 3.02. The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 3.03. The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 5.1 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbiaincorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of the Province its jurisdiction of British Columbia and is registered as an extra provincial corporation in the Province of Manitobaincorporation, amalgamation or continuation; (b) it is lawfully authorized to hold mineral claims and real property under the law of the jurisdiction in which the Property is situate; (c) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its of the Articles or constating the constituting documents of the Optionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it or the Property may be subject; and; (cd) no proceedings are pending for, and it the Optionee is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-winding up of the Optionee or the placing of it the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent persons.corporations; 3.02 5.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof section 5 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or representations warranty; and the representations and warranties contained in this section shall survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.1 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba;lawfully qualified to do business. (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionee or any shareholders’ ' or directors’ ' resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending forit has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and it is not aware binding obligation of any basis for the institution of any proceedings leading toOptionee, its dissolution or winding-up or the placing of enforceable against it in bankruptcy or subject to any laws governing accordance with the affairs of insolvent personsAgreement's terms. 3.02 3.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof Section 3.1 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 3.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 ‌‌ 3.1 The Optionee represents and warrants to the Optionor that: (a) it has been the Optionee is a valid and subsisting corporation duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all full corporate authorizations for the execution of power and authority to execute and deliver this Agreement and for the performance to observe and perform its covenants and obligations hereunder and has taken all necessary corporate proceedings and obtained all necessary approvals in respect thereof and, upon execution and delivery of this Agreement by it, this Agreement will constitute a legal, valid and binding obligation of the Optionee enforceable against it accordance with its terms except that: (i) enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) a court may stay proceedings before them by virtue of equitable or statutory powers; and (iv) rights of indemnity and contribution hereunder may be limited under applicable law; (b) neither the execution of this Agreement nor the consummation of the transaction herein transactions contemplated will not hereby conflict with or with, result in a breach of, or accelerate the performance required by any agreement to which any the Optionee is a party; (c) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, result in a breach of any covenants or agreements contained in, or constitute a default under, or result in the creation laws of any encumbrance under applicable jurisdiction or the provisions of, its Articles or constating documents of the Optionee; (d) no consent or approval is required to permit the execution and delivery of this Agreement by the Optionee or the performance of its obligations hereunder, save and except for any shareholders’ or directors’ resolutionapproval of the Exchange, indentureif applicable, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subjectin connection with the issue of the Shares; and (ce) no proceedings the share capital of the Optionee is comprised of an unlimited number of common shares without par value. As of the date hereof, 5,200,000 common shares (to be escrowed over three years) are pending forissued and outstanding, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personswith an additional 1,376,000 special warrants convertible into common shares upon trading on a recognized Canadian Public Exchange. 3.02 3.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof Section 3.0 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 3.0 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.1 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba;lawfully qualified to do business. (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending forit has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and it is not aware binding obligation of any basis for the institution of any proceedings leading toOptionee, its dissolution or winding-up or the placing of enforceable against it in bankruptcy or subject to any laws governing accordance with the affairs of insolvent personsAgreement's terms. 3.02 3.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof Section 3.1 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 3.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 5.1 The Optionee represents and warrants to the Optionor, with the intent that the Optionor shall rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that: (a) it has been is duly incorporated under the laws of the Province of British Columbiaincorporated, validly exists as a corporation exists, is in good standing with respect to the filing of annual returns under the laws General Corporate law of the Province State of British Columbia Delaware, has the necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted and is registered as an extra provincial corporation duly licensed to carry on business in the Province of Manitobaall jurisdictions in which it presently carries on business; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, of its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which bound; (c) this Agreement has been duly executed and delivered by it may be subjectand constitutes a valid, binding and enforceable agreement against it; and (cd) no proceedings are pending for, and it is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-winding up of it or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent personscorporations. 3.02 5.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof section 5.1 are provided for the exclusive benefit of the Optionor, Optonor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in section 5.1 shall survive the execution hereof and shall continue in full force and effect for the benefit of the Optionor thereafter, notwithstanding any independent inquiry or investigation by it. 5.3 The Optionee covenants and agrees to indemnify and hold harmless the Optionor from and against any loss, claims, damages, liability, expenses and costs, including any payment made in good faith in settlement of any claim or potential claim, arising from any of the representations and warranties set forth in section 5.1 being incorrect or breached.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.1. The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation company in good standing under the laws of the Province of British Columbia and is registered in the process of updating its registration as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 3.2. The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 3.1 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 3.3. The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 3.1 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 The 5.01 In order to induce the Optionor to enter into and to complete the transactions contemplated by this Agreement, the Optionee represents and warrants to the Optionor that, on the date hereof and on the date of the issuance of any shares of the Optionee pursuant hereto: (a) it has been and will continue to be duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province state of British Columbia Nevada and is registered as an extra provincial corporation in has and will have full capacity to enter into this Agreement and carry out the Province of Manitobatransactions contemplated hereby; (b) it the Optionee has duly obtained all full corporate authorizations for power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Optionee or any contract or other commitment to which the Optionee is a party; (c) the execution of this Agreement and for the performance of this Agreement its terms have been duly authorised by it, and the consummation all necessary corporate actions including resolutions of the transaction herein contemplated will not conflict board of directors of the Optionee, and 5.02 The Optionee shall indemnify and save the Optionor harmless from all loss, damage, costs, actions and suits arising out of or in connection with or result in any breach of any covenants or agreements contained inrepresentation, or constitute a default underwarranty, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenturecovenant, agreement or other instrument whatsoever to which condition made by it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it contained in bankruptcy or subject to any laws governing the affairs of insolvent personsthis Agreement. 3.02 5.03 The Optionee acknowledges that the representations and warranties set forth contained in this paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty. 5.04 The representations and warranties contained in this paragraph shall survive the execution hereof.