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

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the Optionee represents and warrants to the Optionors that: (a) it has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia, and in each jurisdiction in which it carries on business or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authorities; (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, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (c) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Property. 5.02 The representations and warranties contained in paragraph 5.01 are provided for the exclusive benefit of the Optionors, and a breach of any one or more thereof may be waived by the Optionors in whole or in part at anytime without prejudice to their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 shall survive the execution of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the ‌ 3.1 The Optionee represents and warrants to the Optionors that: (a) it has been the Optionee is a corporation duly incorporated and organized and validly exists as a corporation in good standing existing under the laws of the Province its jurisdiction of British Columbia, incorporation and in each jurisdiction in which it carries on business or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authoritiesorganization; (b) it the Optionee has full corporate power, authority and capacity to enter into this Agreement and any agreement or instrument referred to herein or contemplated hereby and to carry out its obligations under this Agreement; (c) this Agreement has been duly obtained authorized, executed and delivered by the Optionee and constitutes a valid and legally binding obligation of the Optionee enforceable against the Optionee in accordance with the terms hereof except that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (d) all necessary corporate authorizations for action has been taken to authorize the execution of this Agreement and for the performance by the Optionee of their obligations hereunder; (e) neither the execution of this Agreement by it, and nor the consummation of the transaction transactions herein contemplated will not will: (i) violate or result in the breach of any applicable laws; or (ii) conflict with or with, 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 the Articles or the constating documents of the Optionee or any shareholders shareholders' or directors directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is boundbound or to which it or the Property may be subject; (cf) no proceedings consent or approval from a lender or any other third party is necessary to authorize the Optionee to execute, deliver and perform its obligations under this Agreement and no other authorization, consent or approval is required to permit the execution and delivery of this Agreement by the Optionee or the performance of its obligations hereunder; (g) the Optionee has not committed an act of bankruptcy, has proposed a compromise or arrangement to its creditors generally, has had any petition for a receiving order in bankruptcy filed against it, has made a voluntary assignment in bankruptcy, has taken any Proceedings with respect to a compromise or arrangement, has taken any Proceeding to have itself declared bankrupt or wound-up, has taken any Proceeding to have a receiver appointed of any part of its assets, has had any encumbrancer take possession of any of its property and has had any execution or distress become enforceable or become levied upon any of its property; (h) no Proceedings are pending for, and for the dissolution or winding up of the Optionee is unaware or the placing of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreementcorporations, nor the consummation of the transactions hereby contemplated conflict withnor, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee;’s knowledge, is there any basis for the institution of any such Proceeding; and (i) there are is no adverse claims judgment, decree, injunction, ruling or litigation order of any court, governmental department, commission, agency, instrumentality or arbitrator and no claim, suit, action, litigation, arbitration or governmental proceeding in existence progress, pending or pending threatened, against the Optionee that might adversely affect the Property. 5.02 The representations and warranties contained in paragraph 5.01 are provided for the exclusive benefit of the Optionors, and a breach of any one which prevents or more thereof may be waived by the Optionors in whole or in part at anytime without prejudice which seeks to their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 shall survive the execution of prevent it from entering into this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the 3.1 The Optionee represents and warrants to the Optionors Optionor that: (a) it The Optionee has been duly incorporated incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of the Province its jurisdiction of British Columbiaincorporation, and in each jurisdiction in which it carries on business amalgamation or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authoritiescontinuation; (b) it the Optionee 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 Encumbrance under the provisions of, of the Articles articles or the constating documents of the Optionee or any shareholders shareholders’ or directors directors’ resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (c) no proceedings are pending for, and the Optionee is 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 it of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent companiescorporations; (d) it has power the Optionee Disclosure Documents do not as of the date filed on SEDAR and authority subject to carry on its businessadditional new or corrective information as subsequently filed documents, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances in which they were made not misleading; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a partyreporting issuer in the provinces of British Columbia, Alberta and Ontario and is in good standing under the Securities Laws of such provinces; (f) it will diligently the issued and outstanding shares of the Optionee are listed and posted for trading on the Exchange and no order ceasing or suspending trading in good faith perform its duties any securities of the Optionee has been issued and obligations under this Agreementno proceeding for such purpose are pending or threatened; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach as of the laws Effective Date, the number of any jurisdiction applicable or pertaining thereto or issued and outstanding Shares of its constating documentsthe Optionee is 20,161,215. Each of the outstanding Shares has been duly authorized and validly issued and is fully paid and non-assessable; (h) the Optionee acknowledges having been provided by Shares will, at the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation time of all past environmental issues associated with the Property, and being given free and unrestricted access delivery to the counsel Optionor, be duly authorized and validly allotted and issued as fully paid and non-assessable free of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee;Encumbrances; and (i) there are on the date of receipt by the Optionor of the certificate or certificates representing the Shares, every consent, approval, authorization, order or agreement of the Exchange that is required for the issuance of the Shares, as applicable, and the delivery to the Optionor of such certificate or certificates to be valid will have been obtained and will be in effect; (j) it has no adverse claims material obligation or litigation liability except those arising in existence the ordinary course of business or pending against disclosed in the Optionee Disclosure Documents; and (k) it is not aware of any material facts or circumstances that might adversely affect have not been disclosed in this Agreement, which should be disclosed to the PropertyOptionor in order to prevent the representations and warranties in this section 3.1 from being materially misleading. 5.02 3.2 The representations and warranties contained in paragraph 5.01 Section 3.1 are provided for the exclusive benefit of the Optionors, Optionor and a misrepresentation or breach of any one or more thereof warranty may be waived by the Optionors Optionor in whole or in part at anytime any time without prejudice to their its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty warranty; and the representations and warranties contained in paragraph 5.01 shall Section 3.1 will survive the execution hereof and continue through the Option Period. Further, the representations and warranties contained in Section 3.1 will be treated as made and be binding upon the Optionee continuously during the term of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the 3.1 The Optionee represents and warrants to the Optionors Optionor that: (a) it The Optionee has been duly incorporated incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of the Province its jurisdiction of British Columbiaincorporation, and in each jurisdiction in which it carries on business amalgamation or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authoritiescontinuation; (b) it the Optionee 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 Encumbrance under the provisions of, of the Articles articles or the constating documents of the Optionee or any shareholders shareholders’ or directors directors’ resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (c) no proceedings are pending for, and the Optionee is 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 it of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent companiescorporations; (d) it has power the Optionee Disclosure Documents do not as of the date filed on SEDAR and authority subject to carry on its businessadditional new or corrective information as subsequently filed documents, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances in which they were made not misleading; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a partyreporting issuer in the provinces of British Columbia, Alberta and Ontario; (f) it will diligently the issued and outstanding shares of the Optionee are listed and posted for trading on the Exchange and no order ceasing or suspending trading in good faith perform its duties any securities of the Optionee has been issued and obligations under this Agreementno proceeding for such purpose are pending or threatened; (g) the execution Shares will, at the time of delivery to the Optionor, be duly authorized and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws validly allotted and issued as fully paid and non-assessable free of any jurisdiction applicable or pertaining thereto or of its constating documents;Encumbrances; and (h) on the Optionee acknowledges having been provided date of receipt by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation Optionor of all past environmental issues associated with the Propertycertificate or certificates representing the Shares, every consent, approval, authorization, order or agreement of the Exchange that is required for the issuance of the Shares, as applicable, and being given free and unrestricted access the delivery to the counsel Optionor of ▇▇▇▇▇▇▇ such certificate or certificates to obtain all explanations that the Optionee saw fit be valid will have been obtained and will be in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Propertyeffect. 5.02 3.2 The representations and warranties contained in paragraph 5.01 Section 3.1 are provided for the exclusive benefit of the Optionors, Optionor and a misrepresentation or breach of any one or more thereof warranty may be waived by the Optionors Optionor in whole or in part at anytime any time without prejudice to their its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty warranty; and the representations and warranties contained in paragraph 5.01 shall Section 3.1 will survive the execution hereof and continue through the Option Period. Further, the representations and warranties contained in Section 3.1 will be treated as made and be binding upon the Optionee continuously during the term of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the The Optionee hereby represents and warrants to to, and agrees with, the Optionors Grantor that: (a) it has been duly incorporated and validly exists as the Optionee is a corporation that is duly organized, validly existing and in good standing under the laws of the Province jurisdiction of British Columbiaits organization, and in each jurisdiction in which it carries on business or holds assets, has taken all action necessary for the execution and is up-to-date in its corporate filings with all applicable regulatory authoritiesdelivery of this Agreement; (b) it the Optionee has full power and authority to execute and deliver this Agreement, and this Agreement has been duly obtained all corporate authorizations for executed and delivered by the Optionee and constitutes the valid and binding agreement of the Optionee enforceable in accordance with its terms; (c) the execution and delivery of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction transactions herein contemplated will do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority on the part of the Optionee, or (ii) conflict with or result in any a breach or violation of any covenants or agreements contained inof the terms and provisions of, or constitute a default under, the Optionee's certificate of incorporation or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of the Optionee by-laws or any shareholders or directors resolution, indenture, mortgage, deed of trust, lease or other agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (c) no proceedings are pending for, and the Optionee is unaware or any of the Optionee's properties are bound or any statute or any judgment, decree, order, rule or regulation of any basis for court or other governmental authority or any arbitrator applicable to the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companiesOptionee; (d) it the Optionee will not offer, sell, transfer or otherwise dispose of the Common Stock issued upon exercise of the Option unless (i) an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covers the disposition of such securities or (ii) the Optionee has power and authority delivered to carry on its businessthe Company an opinion of counsel, reasonably satisfactory to the Company, that such offer, sale, transfer or other disposition will not require registration of such securities under the Securities Act; (e) neither the Optionee understands that the shares of Common Stock issued upon exercise of the Option must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Optionee has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares subject to the satisfaction of certain conditions, and understand that such Rule is not now, and may not become, available for resale of the shares of Common Stock issued upon exercise of the Option; and (f) the Optionee has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Common Stock issuable upon exercise of the Option and of making an informed decision. The Optionee recognizes that the purchase of the Common Stock issuable upon exercise of the Option involves a substantial degree of risk and has the financial ability to bear the economic risk of this investment. The Optionee has determined that the Common Stock issuable upon exercise of the Option is a suitable investment and at this time he can bear a complete loss of its investment; and (g) prior to or in connection with the execution and delivery of this Agreement, nor the consummation each of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required following documents has been duly executed and delivered by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach each of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee;respective parties thereto: (i) there are no adverse claims or litigation in existence or pending against (x) the Optionee that might adversely affect First Amendment and Restatement of Services Agreement, dated as of June 13, 1997 (the Property. 5.02 The representations "Services Agreement"), by and warranties contained in paragraph 5.01 are provided for the exclusive benefit of the Optionorsamong Contemporary HealthCare Management, and Inc., a breach of any one or more thereof may be waived by the Optionors in whole or in part at anytime without prejudice to their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 shall survive the execution of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all lossNew Jersey corporation ("CHCM"), damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, the Company and Care Advantage Health Systems, Inc., a Delaware corporation, in the form of Exhibit B hereto, and (y) the related note contemplated by Section 4.3 of the Services Agreement, payable by CHCM to the order of the Optionee, in the form of Exhibit C hereto. (ii) (w) the Administrative Service Agreement, dated as of January 2, 1997 (the "HMO Blue Contract"), by and between Allied Health Group, Inc., a Florida corporation ("Allied"), and Medigroup of New Jersey, Inc., a New Jersey corporation and wholly owned subsidiary of the Optionee, doing business as HMO Blue ("HMO Blue"), in the form of Exhibit D hereto, (x) the related letter agreement, dated as of March 1, 1997 (the "Side Agreement"), among the Company, Allied and HMO Blue, in the form of Exhibit E hereto, (y) the related letter agreement dated as of March 1, 1997 between the Company and HMO Blue, in the form of Exhibit F hereto, and (z) the related letter agreement dated as of June 13, 1997 between the Company and HMO Blue, in the form of Exhibit G hereto; and (iii) (x) the Credit Agreement, dated as of June 13, 1997, by and among the Company, the Optionee acknowledges that and Summit Bank, a banking institution of the Optionors have entered into this Agreement relying on State of New Jersey (the warranties "Bank"), in the form of Exhibit H hereto, and representations and other terms and conditions (y) the related Guaranty Agreement, by the Optionee in favor of this Agreement and that no information which is now known to the Optionors directly or through professional advisorsBank, shall limit or extinguish in the right to indemnity hereunderform of Exhibit I hereto.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 4.01 As of the date of this Agreement, and at the Closing, the Optionee represents and warrants to the Optionors that: (a) it has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia, and in each jurisdiction in which it carries on business or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authorities; (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, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (c) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the Beatties's counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Property. 5.02 4.02 The representations and warranties contained in paragraph 5.01 4.01 are provided for the exclusive benefit of the Optionors, and a breach of any one or more thereof may be waived by the Optionors in whole or in part at anytime without prejudice to their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 4.01 shall survive the execution of this Agreement. 5.03 4.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the 9.1 The Optionee represents and warrants to the Optionors Optionor that: (a) it has been is duly incorporated incorporated, validly subsisting and validly exists as a corporation in good standing under the laws of the Province its jurisdiction of British Columbiaincorporation and has full corporate power, capacity and in each jurisdiction in which it carries on business authority to enter into and perform its obligations under this Agreement and any agreement or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authoritiesinstrument referred to or contemplated by this Agreement; (b) it has duly obtained all corporate authorizations for the execution of entering into this Agreement and for the performance by the Optionee of its obligations hereunder have been duly authorized by all necessary corporate action and this Agreement constitutes a legal, valid and binding obligation of the Optionee enforceable against it in accordance with its terms and conditions; (c) neither the execution and delivery of this Agreement, nor the performance of this Agreement by itthe transactions contemplated hereunder, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained inwith, or constitute a default under, or result in the creation breach of or accelerate the performance required by any encumbrance under the provisions of, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (cd) as of the date hereof, the authorized capital of the Optionee consists of an unlimited number of common shares without par value, of which 97,694,883 common shares are issued and outstanding as fully paid and non-assessable; (e) the Optionee will reserve or set aside sufficient shares in its treasury to issue the Instalment Shares, as applicable, to the Optionor and, upon issuance, such Shares will be duly and validly issued as fully paid and non-assessable; (f) no proceedings are pending for, and the Optionee is 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 it of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreementcorporations; (g) it is a “reporting issuer” within the execution and delivery meaning of this Agreement contemplated hereby will not violate or result applicable securities legislation in the breach Canadian provinces of British Columbia, Alberta and Ontario (the securities regulators of those jurisdictions called the “Securities Authorities”) and does not appear on the list of reporting issuers in default maintained by the Securities Authorities as being in default of the laws of any jurisdiction applicable filing requirements concerning annual or pertaining thereto interim financial statements or of its constating documentsother continuous disclosure documents prescribed by such legislation; (h) the each report and document filed by Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the PropertySecurities Authorities (collectively, and being given free and unrestricted access to as such documents have since the counsel time of ▇▇▇▇▇▇▇ to obtain their filing been amended, “Optionee’s Public Record”), as of their respective dates, complied in all explanations that material respects with the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister requirements of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface Applicable Laws. Optionee’s Public Record constitutes all of the Property which has been provided documents and reports that Optionee was required to file with and the Optionee;rules and regulations promulgated thereunder by Applicable Laws; and (i) there its Shares are listed for trading on the CSE and no adverse claims order ceasing, halting or litigation suspending trading in existence or pending securities of the Optionee nor prohibiting the sale of such securities has been issued to and is outstanding against the Optionee that might adversely affect the Propertyor its directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened. 5.02 9.2 The representations and warranties contained in paragraph 5.01 section 9.1 are provided for the exclusive benefit of the Optionors, Optionor and a breach of any one or more thereof may be waived by the Optionors Optionor in whole or in part at anytime any time without prejudice to their its rights in respect of any other breach of the same or any other representation or warranty warranty, and the representations and warranties contained in paragraph 5.01 section 9.1 shall survive the execution hereof for a period of this Agreementtwo years. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the The Optionee represents and warrants to the Optionors Optionor that: (a) it has been the Optionee is a company duly incorporated incorporated, validly subsisting and validly exists as a corporation in good standing under the laws of the Province its jurisdiction of British Columbia, and in each jurisdiction in which it carries on business or holds assets, incorporation and is up-to-date or will be qualified to do business and to hold an interest in its corporate filings with all applicable regulatory authoritiesand to the Mineral Claims; (b) it the Optionee has duly obtained all corporate authorizations for the execution of full power and authority to carry on its business and to enter into this Agreement and for to carry out and perform all of its obligations and duties hereunder; (c) this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the performance Optionee enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally; (d) the execution and delivery of this Agreement by itthe Optionee does not violate the provisions of any law, and order, rule or regulation applicable to the consummation of the transaction herein contemplated will not conflict with Optionee or result in any constitute a breach of any covenants agreement to which the Optionee is bound or agreements contained inaffected and will not give any person the right to: (i) trigger or accelerate the maturity or performance of any contract, or constitute a default underprovision in any contract, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or trigger the payment of any monies by the Optionee which it is bound; would not otherwise be payable; or (cii) no proceedings are pending forcancel, and terminate or modify any contract to which the Optionee is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business;a party; and (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in nor the breach performance of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) terms hereof by the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and requires any possible proceedings resulting therefrom, including but not limited to a proposed ordinance consent or approval from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Property. 5.02 any third party. The representations and warranties contained in paragraph 5.01 this Section 12 are provided for the exclusive benefit of the OptionorsOptionor, and a breach of any one or more thereof may be waived by the Optionors Optionor in whole or in part at anytime any time without prejudice to their its rights in respect of any other breach of the same or any other representation or warranty warranty; and the representations and warranties contained in paragraph 5.01 this Section 12 shall survive the execution of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the The Optionee hereby represents and warrants to SB and the Optionors SB Securityholders that: (ai) it has been duly the Optionee is a corporation incorporated and validly exists as a corporation in good standing subsisting under the laws of the Province of British Columbia, has all requisite corporate power to own its properties and in each jurisdiction in which it carries on conduct its business or holds assetsas presently being conducted by it, and is up-to-date registered or otherwise qualified to carry on business in all jurisdictions in which the nature of its corporate filings with all applicable regulatory authoritiesassets or business makes such registration or qualification necessary or advisable; (bii) it the Optionee has duly obtained full legal capacity and corporate power to enter into this Agreement and the Securities Purchase Agreement and to take, perform or execute all proceedings, acts and instruments necessary or advisable to consummate the actions and transactions contemplated in this Agreement and the Securities Purchase Agreement; all necessary corporate authorizations for action has been taken by or on the part of the Optionee to authorize its execution and delivery of this Agreement and the Securities Purchase Agreement, and the taking, performing or executing of such proceedings, acts and instruments as are necessary or advisable for consummating the performance actions and transactions contemplated in this Agreement and the Securities Purchase Agreement and for fulfilling its obligations hereunder and thereunder; (iii) this Agreement has been duly executed and delivered by the Optionee and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms; (iv) upon execution on the Option Exercise Date, the Securities Purchase Agreement will be duly executed and delivered by the Optionee and will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms; and (v) neither the execution nor delivery of this Agreement by itor the Securities Purchase Agreement, and nor the consummation of the transaction herein transactions contemplated hereby or thereby, nor compliance with and fulfilment of the terms and provisions of this Agreement or the Securities Purchase Agreement will not conflict with or result in any a breach of any covenants the terms, conditions or agreements contained inprovisions of, or constitute a default under, or result in the creation under any of any encumbrance under the provisions of, the Articles or the constating documents of the Optionee or any shareholders or directors resolutioninstrument, indentureagreement, agreement mortgage, judgment, order, award, decree or other instrument whatsoever or restriction to which the Optionee is a party of or by which it is bound; (c) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Property. 5.02 The representations and warranties contained in paragraph 5.01 are provided for the exclusive benefit of the Optionors, and a breach of any one or more thereof may be waived by the Optionors in whole or in part at anytime without prejudice to their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 shall survive the execution of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the ‌ 3.1 The Optionee represents and warrants to the Optionors that:Optionor that:‌ (a) it has been the Optionee is a valid and subsisting corporation duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia, Columbia and in each jurisdiction in which it carries on business or holds assets, has full corporate power and is up-to-date in its corporate filings with all applicable regulatory authorities; (b) it has duly obtained all corporate authorizations for the execution of 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, and the consummation of the transaction herein contemplated this Agreement will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default underlegal, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents valid and binding obligation of the Optionee or any shareholders or directors resolutionenforceable against it accordance with its terms except that: (i) enforceability may be limited by bankruptcy, indenture, agreement insolvency or other instrument whatsoever to which the Optionee is a party or by which it is boundlaws affecting creditors’ rights generally; (cii) no proceedings equitable remedies, including the remedies of specific performance and injunctive relief, are pending for, and available only in the Optionee is unaware discretion of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companiesapplicable court; (diii) it has power a court may stay proceedings before them by virtue of equitable or statutory powers; and (iv) rights of indemnity and authority to carry on its businesscontribution hereunder may be limited under applicable law; (eb) neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby contemplated conflict with, result in the a breach of of, or accelerate the performance required by any agreement to which it any the Optionee is a party; (fc) it will diligently and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, result in good faith perform its duties and obligations under this Agreementa breach of the laws of any applicable jurisdiction or the constating documents of the Optionee; (gd) no consent or approval is required to permit the execution and delivery of this Agreement contemplated hereby will not violate by the Optionee or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or performance of its constating documentsobligations hereunder; (he) the authorized capital of the Optionee acknowledges having been provided by the Optionors consists of an unlimited number of common shares, of which 6,750,000 common shares are issued and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Propertyoutstanding, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations no other securities are outstanding that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface are convertible into common shares of the Property which has been provided to Optionee; and (f) on their issuance, the Option Shares will be issued as fully paid and non-assessable common shares of the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Property. 5.02 3.2 The representations and warranties contained in paragraph 5.01 Section 3.1 are provided for the exclusive benefit of the Optionors, Optionor and a breach of any one or more thereof may be waived by the Optionors Optionor in whole or in part at anytime any time without prejudice to their its rights in respect of any other breach of the same or any other representation or warranty warranty; and the representations and warranties contained in paragraph 5.01 shall Section 3.1 will survive the execution of this Agreement. 5.03 hereof. The Optionee will shall indemnify and save harmless the Optionors harmless Optionor from all losslosses, damagedamages, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, them and the Optionee acknowledges that the Optionors have entered into contained in this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunderAgreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the The Optionee represents and warrants to the Optionors Company that: (a) it The Optionee is acquiring this option and will acquire the shares of Common Stock purchasable hereunder for the Optionee's own account and not with a view towards the distribution, resale, subdivision or fractionalization thereof, and the Optionee has been duly incorporated and validly exists as a corporation in good standing under the laws no present plans to enter into any contract, undertaking, agreement or arrangement for distribution, resale, subdivision or fractionalization of the Province shares of British Columbia, and in each jurisdiction in which it carries Common Stock purchased on business or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authoritiesexercise of this option; (b) it The Optionee (i) has duly obtained all corporate authorizations adequate means of providing for his or her current needs and contingencies, (ii) has no need for liquidity in an investment in the execution Common Stock underlying this option, (iii) can bear the economic risk of losing his entire investment in the shares of Common Stock underlying this Agreement and for the performance of this Agreement by itoption, (iv) does not have an overall commitment to investments which are not readily marketable, that is, disproportionate to his or her net worth, and the consummation of Optionee's investment in the transaction herein contemplated Common Stock underlying this option will not conflict with cause such investment to become disproportionate to his or result her net worth, (v) has such knowledge and experience 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, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which financial and business matters that the Optionee is a party capable of evaluating the risks and merits of an investment in the Company, and (vi) is not relying on the Company respecting the tax or by which it is boundother economic considerations of an investment in the Common Stock purchasable hereunder; (c) no proceedings are pending forIn the Optionee's position with the Company, and the Optionee is unaware has had both the opportunity to ask questions and receive answers from the officers and directors of the Company respecting the Company and an investment in the shares of Common Stock purchasable hereunder and to obtain any basis for additional information to the institution extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense; however, no oral representations have been made or oral information furnished to the Optionee or his or her representatives respecting an investment in the shares of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companiesCommon Stock purchasable hereunder; (d) it Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that he or she shall not sell, transfer by any means or otherwise dispose of the shares acquired by the Optionee without registration under the Act and applicable state securities laws unless (i) an exemption from the Act and applicable state securities laws is available, and (ii) the Optionee has power furnished the Company with notice of such proposed transfer and authority the Company's legal counsel, in its reasonable opinion, shall deem such proposed transfer to carry on its businessbe so exempt; (e) neither The Optionee is aware that the execution and delivery Company shall place stop-transfer orders with its transfer agent against the transfer of this Agreement, nor the consummation any shares of the transactions hereby contemplated conflict with, result Common Stock purchasable hereunder in the breach absence of or accelerate registration under the performance required by any agreement to which it is a party;Act and applicable state securities laws unless the Optionee complies with the provisions of Section 11(d) hereof; and (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) Unless previously registered, the Optionee acknowledges having been provided shall represent and agree at the time of exercise that the shares of Common Stock being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Optionors Company and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Propertyits counsel. 5.02 The representations and warranties contained in paragraph 5.01 are provided for the exclusive benefit of the Optionors, and a breach of any one or more thereof may be waived by the Optionors in whole or in part at anytime without prejudice to their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 shall survive the execution of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.