Common use of Technical Matters Clause in Contracts

Technical Matters. (i) The Company Material Property is the only material property of the Company for the purposes of NI 43-101. (ii) The Company Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof based upon information available at the time the report was prepared. To the knowledge of the Company, there has been no material change in the scientific or technical information included in the Company Technical Report since the date such information was provided for purposes of the Company Technical Report that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereof. (iii) The Company has made available to the authors of the Company Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 3 contracts

Sources: Arrangement Agreement, Arrangement Agreement, Arrangement Agreement

Technical Matters. (i) The Company Material Property is Properties are the only material property properties of the Company for the purposes of NI 43-101. (ii) The technical report prepared for the Company entitled "NI 43-101 Technical Report Resource Estimate for the Wildcat Project, Pershing County, Nevada, United States" dated November 20, 2020, with an effective date of November 18, 2020, and the technical report prepared for the Company entitled "NI 43-101 Technical Report for the Mountain View Project, Washoe County, Nevada, USA" dated November 25, 2020, with an effective date of November 15, 2020 (together, the "Company Technical Report Reports") complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. To the knowledge of the Company, there has been no material change in the scientific or technical information included in the Company Technical Report Reports since the date such information was provided for purposes of the Company Technical Report Reports that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report Reports or the documents filed by or on behalf of the Company on SEDAR+ SEDAR prior to the date hereof. (iii) The Company has made available to the authors of the Company Technical ReportReports, prior to the issuance thereof, for the purpose of preparing such reportreports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the material assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report Reports and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report Reports or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 2 contracts

Sources: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)

Technical Matters. (i) The Company Material Property is the only material property of the Company for the purposes of NI 43-101. (ii) The technical report prepared for the Company entitled “NI 43-101 Technical Report, The Philibert Project, Quebec, Canada” with a filing date of May 12, 2021 and with an effective date of January 5, 2021, prepared by ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇▇., P.Geol., an independent Senior Geological Consultant (the “Company Technical Report Report”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and as at the date stated therein based upon information available at the time the report was prepared. To the The Company does not have knowledge of the Company, there has been no a material change in the scientific any cost, price, mineral resources or technical other relevant information included in the Company Technical Report provided since the date such information was provided for purposes of the Company Technical Report that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereofprovided. (iii) The Company has made available to the authors of the Company Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation Misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report or that would require the filing of a new technical report under NI 43-101. (viiv) The Company has delivered to the Purchaser, or provided the Purchaser with access to, all material scientific and technical information in its possession or under its control relating to the Company Properties, whether in writing, graphic, machine readable, electronic or physical form, including (i) geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys, and (ii) plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals, and equipment records and procedures. At the date hereof, there are no outstanding unresolved comments of any securities Securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement

Technical Matters. (i) The Company Material Property is the only material property of the Company for the purposes of NI 43-101. (ii) The technical report prepared for the Company entitled “South Railroad Project 43-101F1 Technical Report Feasibility Study, Elko, Nevada, USA” dated March 14, 2022, with an effective date of February 23, 2022, prepared by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PE, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PE, Art S. Ibrado, PE, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CPG, ▇▇▇▇▇▇ ▇▇▇▇, PE, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, QP RM-SME, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, QP-MMSA, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, QP-MMSA, RG, PG and ▇▇▇▇▇ ▇▇▇▇▇, PE (the “Company Technical Report Report”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. To the knowledge of the Company, there has been no material change in the scientific or technical information included in the Company Technical Report since the date such information was provided for purposes of the Company Technical Report that would trigger the filing of a new technical report under NI 43-101 and there There is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereofReport. (iii) The Company has made available to the authors of the Company Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement (Gold Standard Ventures Corp.)

Technical Matters. (i) The Company Teranga Material Property is Properties are the only material property properties of the Company for the purposes of NI 43-101. (ii) The technical reports prepared for the Company entitled (i) “Sabodala- Massawa Project Pre-feasibility Study National Instrument 43-101 Technical Report Report” dated August 21, 2020 and (ii) “Wahgnion Gold Operations, Burkina Faso” dated July 31, 2019 (collectively, the “Technical Reports”) complied in all material respects with the requirements of NI 43-43- 101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. To the The Company does not have knowledge of any change to the Company, there has been no material change facts and assumptions underlying the estimates in the scientific or technical information included in the Company Technical Report since the date such information was provided for purposes of the Company Technical Report that would trigger reasonably be expected to result in a material change in any production, cost, price, mineral reserves,‌ mineral resources or other relevant information provided since the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf date of the Company on SEDAR+ prior to the date hereofTechnical Reports. (iii) The Company has made available to the authors of the Company Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the material assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report Reports and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (viv) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (viv) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement

Technical Matters. (i) The Company Material Property is Properties are the only material property properties of the Company for the purposes of NI 43-101. (ii) The Company Technical Report Reports each complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. To the knowledge of the Company, there has been no material change in the scientific or technical information included in the Company Technical Report Reports since the date dates such information was provided for purposes of the Company Technical Report Reports that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property properties not included in the Company Technical Report Reports or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereof. (iii) The Company has made available to the authors of the Company Technical ReportReports, prior to the issuance issuances thereof, for the purpose of preparing such reportreports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report Reports and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-43- 101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report Reports or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement

Technical Matters. (i) The Company Purchaser Material Property is are the only material property properties of the Company Purchaser for the purposes of NI 43-101. (ii) The Company Purchaser Technical Report Reports each complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. To the knowledge of the CompanyPurchaser, there has been no material change in the scientific or technical information included in the Company Purchaser Technical Report Reports since the date dates such information was provided for purposes of the Company Purchaser Technical Report Reports that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property properties not included in the Company Purchaser Technical Report Reports or the documents filed by or on behalf of the Company Purchaser on SEDAR+ prior to the date hereof. (iii) The Company Purchaser has made available to the authors of the Company Purchaser Technical ReportReports, prior to the issuance issuances thereof, for the purpose of preparing such reportreports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Purchaser Technical Report Reports and in the Company Purchaser Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the CompanyPurchaser, taken as a whole, from the amounts set forth in the Company Purchaser Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Purchaser Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company Purchaser and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company Purchaser is in compliance in all material respects with the provisions of NI 43-43- 101, has filed all technical reports required thereby, and there has been no change of which the Company Purchaser is or should be aware of that would disaffirm or change any aspect of the Company Purchaser Technical Report Reports or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Purchaser Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement

Technical Matters. (i) The Company Material Property is the only FCGI Properties are material property properties of the Company FCGI for the purposes of NI National Instrument 43-101. (ii) The Company Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof based upon information available at the time the report was prepared. To the knowledge of the Company, there has been no material change in the scientific or technical information included in the Company Technical Report since the date such information was provided for purposes of the Company Technical Report that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereof. (iii) The Company FCGI has made available to the authors of the Company FCGI Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iviii) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company FCGI Technical Report and in the Company FCGI Public Disclosure Record and FCGI Documents are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI National Instrument 43-101. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral reserves or mineral resources of the CompanyFCGI, taken as a whole, from the amounts set forth in the Company FCGI Public Disclosure Record, other than as a result of operations Record and in the ordinary course of businessFCGI Documents. (viv) The scientific and technical information set forth in the Company FCGI Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI National Instrument 43-101 has been prepared by the Company FCGI and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI National Instrument 43-101 and Securities Canadian securities Laws. (viv) The Company FCGI is in compliance in all material respects with the provisions of NI National Instrument 43-101, has filed all technical reports required thereby, and there has been is no change of which new material scientific or technical information concerning the Company is or should be aware that would disaffirm or change any aspect of relevant property not included in the Company FCGI Technical Report or that would require the filing of a new technical report under NI 43-101. (vii) Report. At the date hereof, there are no outstanding unresolved comments of any securities authority Governmental Entity or any stock exchange in respect of the technical disclosure made in the Company FCGI Public Disclosure Record. (vi) FCGI has delivered to the Purchaser, or provided the Purchaser with access to, all material scientific, technical and title information and reports in its and its subsidiaries' possession or under its control relating to the FCGI Properties, whether in writing, graphic, machine readable, electronic or physical form, including (i) geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing (including, but not limited to, up-to-date testing results from the monitoring of ▇▇▇▇▇), assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys, (ii) scoping, pre-feasibility, feasibility, engineering and other technical studies, exploration plans, development plans, mine plans or similar studies or analyses, (iii) plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals, and equipment records and procedures, (iv) exploration, development, operations, production and other technical records, data and reports; and (v) mineral status reports, title abstracts, title opinions, and title reports.

Appears in 1 contract

Sources: Arrangement Agreement (Integra Resources Corp.)

Technical Matters. (i) The Company Material Property Chord Project in South Dakota is the only material property of the Company Basin for the purposes of NI 43-101. (ii) The Company Basin Technical Report Reports complied in all material respects with the requirements of NI 43-101 at the time of filing thereof based upon information available at the time the report was prepared. To the knowledge of the CompanyBasin, there has been no material change in the scientific or technical information included in the Company Basin Technical Report Reports since the date such information was provided for purposes of the Company Basin Technical Report Reports that would trigger the filing of a new technical report under NI 43-101 101, and there is no new material scientific or technical information concerning the relevant property not included in the Company Basin Technical Report Reports or the documents Basin Public Disclosure Record. Basin is in compliance in all material respects with the provisions of NI 43-101 and has filed by or on behalf of the Company on SEDAR+ prior to the date hereofall technical reports required thereby. (iii) The Company Basin has made available to the authors of the Company Basin Technical ReportReports, prior to the issuance thereof, for the purpose of preparing such reportreports, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Basin Technical Report Reports and in the Company Basin Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the CompanyBasin, taken as a whole, from the amounts set forth in the Company Basin Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Basin Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company Basin and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Basin Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement

Technical Matters. (i) The Company Material Property is Properties are the only material property properties of the Company for the purposes of NI 43-101. (ii) The Each of the Company Technical Report Reports complied in all material respects with the requirements of NI 43-101 at the time of filing thereof based upon information available at the time the report was prepared. To the knowledge of the Company, there has been no material change in the scientific or technical information included in the Company Technical Report Reports since the date respective dates such information was provided for purposes of the Company Technical Report Reports that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report Reports or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereof. (iii) The Company has made available to the authors of each of the Company Technical ReportReports, prior to the respective issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report Reports and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of any of the Company Technical Report Reports or that would require the filing of a new technical report under NI 43-101. (vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement (IsoEnergy Ltd.)

Technical Matters. (i) The Company Purchaser Material Property is Properties are the only material property properties of the Company Purchaser for the purposes of NI 43-101. (ii) The Company technical reports prepared (A) for the Purchaser entitled “NI 43-101 Technical Report Report, Lac Surprise Gold Property 2020-2021 Drilling” with a filing date of June 13, 2022 and with an effective date of April 10, 2022, prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an independent consultant geologist, and (B) for the Purchaser Subsidiary, Genesis Metals Corp., entitled “NI 43-101 Technical Report, Mineral Resource Estimation for the ▇▇▇▇▇▇▇▇ Main Deposit, ▇▇▇▇▇▇▇▇ Project, Chibougamau, Quebec, Canada” with a filing date of March 10, 2022 and with an effective date of October 20, 2021, prepared by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an independent consultant geologist (the “Purchaser Technical Reports”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. To the The Purchaser does not have knowledge of the Company, there has been no a material change in the scientific any cost, price, mineral resources or technical other relevant information included in the Company Technical Report provided since the date such information was provided for purposes of the Company Technical Report that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereofprovided. (iii) The Company Purchaser has made available to the authors of the Company Purchaser Technical ReportReports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation Misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Purchaser Technical Report Reports and in the Company Purchaser Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the CompanyPurchaser, taken as a whole, from the amounts set forth in the Company Purchaser Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Purchaser Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company Purchaser and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-43- 101 and Securities Laws. (vi) The Company Purchaser is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company Purchaser is or should be aware that would disaffirm or change any aspect of the Company Purchaser Technical Report Reports or that would require the filing of a new technical report under NI 43-101. (vii) The Purchaser has delivered to the Purchaser, or provided the Purchaser with access to, all material scientific and technical information in its possession or under its control relating to the Purchaser Properties, whether in writing, graphic, machine readable, electronic or physical form, including (i) geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys, and (ii) plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals, and equipment records and procedures. At the date hereof, there are no outstanding unresolved comments of any securities Securities authority or any stock exchange in respect of the technical disclosure made in the Company Purchaser Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement

Technical Matters. (i) The Company Material Property is the only material property of the Company for the purposes of NI 43-101. (ii) The technical report prepared for the Company entitled “2022 Mineral Resource Update for the ▇▇▇▇▇▇▇ Polymetallic Project, Prince of Wales Island, Alaska, USA” dated March 30, 2023, with an effective date of February 14, 2023, prepared by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, P.▇▇▇. of ▇▇▇▇▇▇▇▇ Consulting Services Inc (the “Company Technical Report Report”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report Company Technical Report was prepared. To the The Company does not have knowledge of the Company, there has been no a material change in the scientific any production, cost, price, mineral resources or technical other relevant information included in the Company Technical Report provided since the date such information was provided for purposes of the Company Technical Report that would trigger the filing of a new technical report under NI 43-101 and there is no new material scientific or technical information concerning the relevant property not included in the Company Technical Report or the documents filed by or on behalf of the Company on SEDAR+ prior to the date hereofprovided. (iii) The Company has made available to the authors of the Company Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. (iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Company Technical Report and in the Company Public Disclosure Record are reasonable and appropriate and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of the Company, taken as a whole, from the amounts set forth in the Company Public Disclosure Record, other than as a result of operations in the ordinary course of business. (v) The scientific and technical information set forth in the Company Public Disclosure Record relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects, to the requirements of NI 43-43- 101 and Securities Laws. (vi) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is or should be aware that would disaffirm or change any aspect of the Company Technical Report or that would require the filing of a new technical report under NI 43-101. (vii) The Company has delivered to the Purchaser, or provided the Purchaser with access to, all scientific and technical information in its possession or under its control relating to the Company Properties, whether in writing, graphic, machine readable, electronic or physical form, including (i) geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys, (ii) scoping, pre-feasibility, feasibility, engineering and other technical studies, exploration plans, development plans, mine plans or similar studies or analyses, (iii) plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals, and equipment records and procedures, and (iv) exploration, development, operations, production and other technical records, data and reports. At the date hereof, there are no outstanding unresolved comments of any securities authority Governmental Authority or any stock exchange in respect of the technical disclosure made in the Company Public Disclosure Record.

Appears in 1 contract

Sources: Arrangement Agreement