Hermann Derbuch President
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
President
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇
Toronto,
Ontario, Canada
M5H
3B7
July
28, 2004
Via
email to: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
RE: ▇▇▇▇▇▇▇
Inlet Property, Nunavut - Proposed Letter Agreement
Dear
▇▇▇▇▇▇▇:
I
am proposing the following terms for a financing, initial work program and
subsequent option agreement on the ▇▇▇▇▇▇▇ Inlet Project (defined below),
Nunavut. Once signed, the parties agree that this letter agreement is binding
until replaced by the formal Option and JV Agreement described below and the
parties agree to negotiate in good faith to settle the terms of such Option and
JV Agreement reflecting the terms hereof and other standard industry terms as
soon as possible.
Financing
and Option
Subject
to the terms hereof, Stornoway shall acquire, by way of private placement (the
“Private
Placement”)
2,250,000 units (the “Units”)
of Twin Mining Corporation (“Twin”)
at $0.20 per unit for gross proceeds of $450,000, each Unit comprising one
common share and one common share purchase warrant, with each whole warrant
being exercisable to purchase one common share of Twin for two years at $0.24
per share. The Private Placement will be completed within 5 business days
following receipt of all Stock Exchange and Board approvals referred to herein.
Upon completion of the Private Placement, Twin hereby grants Stornoway an
exclusive option (the "Option")
to acquire a 51% interest in the mineral claims described in Schedule A hereto
(the "▇▇▇▇▇▇▇
Inlet Project")
on the terms set out below and upon exercise of the Option the parties agree
that they will carry on exploration, development and mining activities on the
▇▇▇▇▇▇▇ Inlet Project as a joint venture operating under the principal terms set
out in Schedule "B" hereto and such other terms as may be agreed by the
parties.
Preliminary
Program
Subject
to closing of the Private Placement by Stornoway, Twin hereby commits to
completing, as operator, and fully funding a minimum $ 900,000 exploration
program (the "Preliminary
Program")
on the ▇▇▇▇▇▇▇ Inlet Project and delivering to Stornoway a notice of completion
of such program together with a detailed report (in the form required by
National Instrument 43-101 of the Canadian Securities Administrators) (the
"▇▇▇▇▇▇▇
Inlet Project Report")
on the ▇▇▇▇▇▇▇ Inlet Project, which report must include the results of the
Preliminary Program, including the results of an airborne geophysical survey of
the ▇▇▇▇▇▇▇ Inlet Project, within 12 months of closing the Private Placement
with Stornoway or within 3 months of flying the airborne geophysical survey,
which ever is later. The Preliminary Program to be completed shall be approved
by both Stornoway and Twin. Twin and Stornoway agree that the company performing
the airborne survey(s) to be completed under the Preliminary Program will be
instructed to hold and not release to any person all airborne data generated by
such survey(s) until it has received a direction (the "Direction
to Release Data")
to release such data signed by each of Stornoway and Twin.. Stornoway and Twin
agree that they will have no obligation to sign a Direction to Release Data
until both parties have settled and executed the Option and JV Agreement. If
Twin is unable to complete the airborne survey forming part of the Preliminary
Program in 2004, ▇▇▇▇ agrees to complete such survey as early as practicable in
2005.
Subject
to closing of the Private Placement, if Twin fails to complete and fully pay for
the agreed Preliminary Program within the foregoing time period, Stornoway shall
have the right to complete the unfinished parts of the agreed Preliminary
Program and the preparation of the ▇▇▇▇▇▇▇ Inlet Project Report at its own
expense over the following 12 months and shall have the right to give notice to
Twin within 30 days of Stornoway's completion of the ▇▇▇▇▇▇▇ Inlet Project
Report that it elects to start earning an interest in the ▇▇▇▇▇▇▇ Inlet Project
and commits to incurring a minimum of $ 1,000,000 in exploration expenditures on
the ▇▇▇▇▇▇▇ Inlet Project within 12 months of the date of such notice. In such
event, notwithstanding the other provisions hereof, Stornoway will have an
option to earn an initial interest equal to:
Stornoway's
Deemed Expenditures
Stornoway's
Deemed Expenditures + Twin's Deemed Expenditures
Where:
"Stornoway's
Deemed Expenditures" are $3,450,000 plus the amounts spent by Stornoway on the
Preliminary Program
and
"Twin's
Deemed Expenditures" are $3,314,706 less the difference between the cost of the
full Preliminary Program and the amount spent by Twin on the Preliminary
Program.
Representations
and Covenants of Twin
Twin
hereby represents and warrants to Stornoway:
|
1. |
in
connection with the Private Placement,
that: |
|
a. |
Twin
has been duly incorporated and is validly subsisting and in good standing
under the laws of its jurisdiction of
incorporation, |
|
b. |
Twin
is a reporting issuer under the securities laws of British Columbia,
Alberta and Ontario, |
- 2
-
|
c. |
the
authorized capital of Twin consists of an unlimited number of common
shares without par value, an unlimited number of first preferred shares
and an unlimited number of second preferred shares of which 94,352,178
common shares, no first preferred shares and no second preferred shares
are issued and outstanding on the date
hereof, |
|
d. |
Twin's
shares are listed and posted for trading on the Toronto Stock Exchange,
and |
|
e. |
no
order ceasing or suspending trading in securities of Twin nor prohibiting
the sale of the Units has been issued and remains outstanding against
Twin; and |
|
f. |
Twin
is entitled and has the right to enter into agreements on the claim block
which is subject to the "Option" between Twin and Stornoway unaffected by
the "Helix" Agreement with the exception of approximately 10% of the
claims, which are subject to the Gross Royalty Agreement and NPI
Agreement. The Helix Claim Purchase Agreement does not apply to any of the
"Stornoway Option" claim block. |
|
2. |
in
connection with the proposed Option (defined below) that the
representations and warranties set out in Schedule "C" hereto are true and
correct at the date hereof and will be included as representations and
warranties in the Option and JV Agreement. |
Twin
hereby covenants to Stornoway that Twin shall make all Helix Payments (as
defined in the "Helix Agreements" described in Schedule C hereto) and not
otherwise take any action or fail to take any action which would jeopardize
Twin's rights to the ▇▇▇▇▇▇▇ Inlet Project.
Representations
and Covenants of Stornoway
Stornoway
hereby represents and warrants to Twin as follows:
1.
Stornoway has been duly incorporated and is validly subsisting and in good
standing under the laws of its jurisdiction of incorporation;
2.
Stornoway qualifies as an “accredited investor” as defined under Multilateral
Instrument 45-103 and is purchasing the Units as principal for investment
purposes; and
3.
Stornoway shall comply with all relevant securities legislation and the
requirements of the Toronto Stock Exchange in respect of any resale of the
common shares and warrants comprising the Units and the common shares issuable
on exercise of the warrants.
The
Option
To
exercise the Option and earn a 51% interest in the ▇▇▇▇▇▇▇ Inlet Project,
Stornoway must:
|
1. |
deliver
a notice to Twin, within 30 days of receipt of notice from Twin that it
has completed the $ 900,000 exploration program and receipt from Twin of
the ▇▇▇▇▇▇▇ Inlet Project Report, that Stornoway elects to start earning
an interest in the ▇▇▇▇▇▇▇ Inlet Project and commits to incurring a
minimum of $ 1,000,000 in exploration expenditures on the ▇▇▇▇▇▇▇ Inlet
Project within 12 months of the date of Stornoway's notice;
|
- 3
-
|
2. |
incur
aggregate exploration expenditures of $3,000,000 on the ▇▇▇▇▇▇▇ Inlet
Project over the three years after the date of Stornoway's notice under
part 1 above, such expenditures to be incurred as
follows: |
|
Anniversary
of Stornoway Notice |
Required
Minimum Exploration Expenditures |
|
On
or before the First Anniversary |
$1,000,000
total exploration expenditures |
|
On
or before the Second Anniversary |
$1,000,000-
($ 2,000,000cumulative) |
|
On
or before the Third Anniversary |
$
1,000,000 ($3,000,000 cumulative) |
Stornoway
agrees that if it delivers the notice under part 1 above, the $ 1,000,000 first
year expenditures are a firm commitment by Stornoway but that all further
exploration expenditures which must be incurred to exercise the Option are
optional.
In
the event Stornoway does not incur the required minimum or aggregate exploration
expenditures within the requisite time period but wishes to keep the Option in
good standing, it shall be entitled to do so by making a non-refundable payment
to Twin equal to the difference between the required minimum or aggregate
Expenditures and the amount of Expenditures actually incurred before the end of
the relevant period.
Stornoway
shall complete the necessary filings to have the work done on the ▇▇▇▇▇▇▇ Inlet
Project by Stornoway applied as assessment credits on the ▇▇▇▇▇▇▇ Inlet
Project.
|
3. |
make
the following cash payments to Twin over three years after the date of
Stornoway's notice under part 1 above: |
|
Anniversary
of Stornoway Notice |
Required
Cash Payments to Twin |
|
On
or before the First Anniversary |
$30,000
cash payment |
|
On
or before the Second Anniversary |
$40,000
cash payment |
|
On
or before the Third Anniversary |
$50,000
cash payment |
- 4
-
Upon
satisfying conditions 1, 2 and 3 above, a 51% interest in the ▇▇▇▇▇▇▇ Inlet
Project shall vest in Stornoway.
There
will be allowances for a force majeure such as weather on all of the
expenditures and payments to Twin contemplated in any year.
For
the purposes of this agreement, the term "exploration expenditures" shall refer
to costs incurred on reclamation of the ▇▇▇▇▇▇▇ Inlet Project and on exploration
and development activities directed towards disclosure and definition of an ore
body on the ▇▇▇▇▇▇▇ Inlet Project, including payments required to maintain the
▇▇▇▇▇▇▇ Inlet Project in good standing, monies expended in paying the fees,
wages, salaries, travelling expenses and fringe benefits of all persons engaged
in work with respect to or for the benefit of the ▇▇▇▇▇▇▇ Inlet Project and
which are attributable to such persons work on the ▇▇▇▇▇▇▇ Inlet Project and an
overhead fee equal to 10% of exploration expenditures incurred by Stornoway in
relation to the ▇▇▇▇▇▇▇ Inlet Project, except third party contracts which exceed
$50,000 in a single year for which the overhead fee will be 5%.
Operator
During
the period after it delivers the notice under part 1 above and until it
exercises the Option or the Option expires unexercised, Stornoway shall be the
operator of all exploration programs on the ▇▇▇▇▇▇▇ Inlet Project.
For
exploration programs the operator shall be entitled to charge a management fee
of 10%, except for contracts of total value greater than $50,000 where the
operator will instead be entitled to a management fee of 5%.
Right
to Drop Claims
Stornoway
must give 30 days notice to Twin of its intention to drop any portion of the
▇▇▇▇▇▇▇ Inlet Project and upon expiry of such 30 day period:
|
1. |
Stornoway
shall have no further responsibility to maintain in good-standing the
portion(s) of the ▇▇▇▇▇▇▇ Inlet Project in respect of which it gave notice
provided that sufficient work has been completed on the ▇▇▇▇▇▇▇ Inlet
Project to satisfy the expenditure requirements under the Canada Mining
Regulations to allow Twin to retain such Project for at least six months
after the date Stornoway gives such notice;
and |
|
2. |
the
portion(s) so dropped will be excluded from the terms of the option and
for the purposes of this agreement thereafter the term " ▇▇▇▇▇▇▇ Inlet
Project " herein will exclude such dropped land, except for the purposes
of determining the aggregate exploration expenditures incurred on the "
▇▇▇▇▇▇▇ Inlet Project " which throughout will be based on the exploration
expenditures on the retained and all dropped
ground). |
Stornoway
shall be prohibited from staking any of the claims so dropped for a period of 12
months following the date of the notice of intention to drop such
claims.
- 5
-
The
proviso to dropping claims in item 1 above requiring sufficient expenditures for
a six month period only applies in respect of those claims forming part of the
▇▇▇▇▇▇▇ Inlet Project that have had sufficient work completed and filed on it by
Twin to satisfy the expenditure requirements under the Canada Mining Regulations
for a period of one year after the date Stornoway delivers its notice electing
to proceed with earning an interest in the ▇▇▇▇▇▇▇ Inlet Project.
After
the $1,000,000 firm commitment has been incurred Stornoway may terminate the
Option with a 30-day notice period provided that Stornoway shall be prohibited
from staking any of the claims comprising the ▇▇▇▇▇▇▇ Inlet Project for a period
of 12 months following termination of the Option.
Area
of Interest
There
will be mutual five-kilometre area of interest from exterior boundaries of the
property for any newly acquired claims providing that there is no conflict with
pre-existing agreements.
Exploration
Committee
During
the Option, an Exploration Committee shall be formed comprising two persons
appointed by each of Stornoway and Twin. Exploration Committee meetings shall be
held within 30 days of the receipt of final reports for the previously completed
program. The Exploration Committee shall approve all exploration programs. In
the event the Exploration Committee is not in unanimous agreement on the
proposed exploration programs, Stornoway shall have the final and casting
vote.
Formation
of Joint Venture
As
soon as possible following the closing of the Private Placement, ▇▇▇▇ and
Stornoway agree to negotiate in good faith to settle the terms of and enter into
a more formal agreement (the "Option
and JV Agreement")
reflecting the terms set out herein and other standards industry terms. Subject
to the provisions above regarding Stornoway completing the Preliminary Program,
the Option and JV Agreement shall provide that:
|
1. |
once
the Option is exercised, a joint venture for the future exploration and
development of and mining at the ▇▇▇▇▇▇▇ Inlet Project will be immediately
constituted in which the initial Interest of each party shall be 51%
Stornoway:49% Twin; |
|
2. |
Twin
shall convey to Stornoway a 51% Interest in the ▇▇▇▇▇▇▇ Inlet Project from
the 100% interest which it holds; and |
|
3. |
the
joint venture to be formed under the Option and JV Agreement shall have
the general terms set out in Schedule B hereto and other standard industry
terms agreed by the parties. For
the purpose of the joint venture and dilution of interests therein, upon
the formation of the joint venture, each party will have deemed
expenditures equal to: |
- 6
-
|
Stornoway:
|
$3,450,000 |
|
Twin: |
$3,314,706 |
Currency
All
figures in this agreement are quoted in Canadian Dollars.
Applicable
Law
This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia.
Assignment
If
either party wishes to sell all or any part of its interest in the ▇▇▇▇▇▇▇ Inlet
Project, that interest shall be sold subject to the terms of this agreement (or
any successor agreement) (including the right of first refusal below) and cannot
be completed without the consent of the other party, such consent not to be
unreasonably withheld.
Right
of First Refusal
Until
formation of the Joint Venture Stornoway shall have a right of first refusal on
Twin’s interest in the ▇▇▇▇▇▇▇ Inlet Project. In turn, ▇▇▇▇ will have a right of
refusal on Stornoway’s rights to earn an interest in the ▇▇▇▇▇▇▇ Inlet
Project.
Due
Diligence Period
Stornoway
shall have a period of 10 business days after this agreement is accepted by Twin
to conduct due diligence with respect to Twin and the ▇▇▇▇▇▇▇ Inlet Project.
This agreement is subject to Stornoway being satisfied with its due diligence
investigations.
Exchange
Approval
This
agreement is subject to the approval of the Toronto Stock Exchange for the
Private Placement by Twin, which approval Twin will forthwith use its best
efforts to obtain.
Board
Approval
This
agreement is subject to the approval of the Board of Directors of Stornoway and
is subject to the approval of the Board of Directors of Twin.
Time
of the Essence
Time
shall be of the essence in the performance of this agreement.
- 7
-
If
the preceding terms are acceptable to you, please countersign this agreement in
the space provided below, whereupon this agreement will be binding on Stornoway
and Twin. We will then arrange for the Option and JV Agreement to be
drafted.
Sincerely,
STORNOWAY
DIAMOND CORPORATION
Per:
/s/
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
President
Accepted
and Agreed this 12th day
of July, 2004.
TWIN
MINING CORPORATION
Per: /s/ Hermann
Derbuch
Authorized
Signatory
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, P. Eng.
Chairman,
President & CEO
Twin
Mining Corporation
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Chairman, President & C.E.O.
Print
Name & Title
- 8
-
SCHEDULE
"A"
DESCRIPTION
OF ▇▇▇▇▇▇▇ INLET PROJECT
|
Name |
Record
Number |
Size
(ha) |
In
Good Standing Until |
SCHEDULE B
▇▇▇▇▇▇▇
INLET PROJECT JOINT VENTURE TERMS
|
1. |
Participating
Interests |
Initial
interests and initial investments will be as set forth in the letter agreement
to which this is attached, subject to adjustment if a participant elects not to
participate (by simple dilution of interest—see item 5 below) or, having elected
to participate, defaults in paying its cost share (by double dilution of
interest—see item 5 below).
|
2. |
Management
Committee |
The
joint venture will be under the management of a management committee consisting
of two representatives of each participant, with each participant's
representatives collectively holding one vote for each tenth of a percent of
such participant's interest, and decision-making on the basis of a majority vote
with a casting vote for the operator.
Notwithstanding
the foregoing, the matters hereafter enumerated will require the approval of not
less than 662/3% of the votes entitled to be cast by the
participants:
(a)
an exploration or development program requiring aggregate expenditures in excess
of 150% of the aggregate amount expended in the prior calendar
year;
(b)
the terms of engagement of the operator, other than as agreed to in the Option
and JV Agreement;
(c)
any decision to act or not to act which would breach any instrument or agreement
under which title to the ▇▇▇▇▇▇▇ Inlet Project or the joint venture’s assets are
held; and
(d)
the voluntary suspension of operations, following the commencement of mining,
for more than 30 days in any 12-month period or the permanent shutdown of the
operation.
|
3. |
Operator |
|
(a) |
Stornoway
will be the first operator and remain so unless its interest is reduced
below 50% or it resigns or is removed for default. Upon Stornoway ceasing
as operator, the participant other than Stornoway with the highest
interest shall be the operator. |
|
(b) |
The
non-operator may refer question of operator default to arbitration if it
is outvoted on a management committee motion to remove the operator for
default. |
|
(c) |
The
operator must keep the property in good standing and free of encumbrances,
comply with laws, and maintain proper books and accounts and adequate
insurance. |
|
(d) |
The
operator must conduct joint venture activities according to approved
programs and budgets, with sole responsibility for non-approved overruns
exceeding 20% on exploration programs and 15% on development and other
programs, and otherwise in accordance with good mining
practices. |
|
(e) |
The
operator will have the right to cash call in advance to cover anticipated
approved program expenditures, including a reasonable amount of working
capital. |
|
(f) |
The
operator's charges for overheads will be: 10% of exploration costs,
reduced to 5% on any single third party contract exceeding 50,000; 5% of
construction costs; and 3% of operating costs. This charge is intended as
a reimbursement of the costs of the time incurred by head office
management and support functions in respect of approved programs on the
project, which is not otherwise billed as a cost. The charge has been
established as an estimate of anticipated administrative costs and on the
basis that the party acting as Operator shall not profit nor suffer loss
by virtue of providing these services. |
|
(g) |
The
operator will have a lien on the non-operator's interest to secure the
non-operator’s cost share of expenditures, and the right to advance the
cost share of a party in default. |
|
4. |
Programs |
|
(a) |
Prior
to a production decision, the operator will submit annual exploration
programs for management committee approval, and will report on results on
a quarterly basis. |
|
(b) |
Unless
a feasibility study was delivered prior to the formation of the joint
venture, the operator may propose a program for a feasibility study at any
time. |
|
(c) |
A
development program will be prepared by operator based on an approved
feasibility study. |
|
(d) |
Each
party must finance its own cost share of development costs, with the right
to pledge its interest for such purpose. |
|
(e) |
After
commencement of commercial production, operator will submit annual
operating programs for management committee
approval. |
|
(f) |
Super
majority (2/3rds) position on spending, on programs that exceed 150% of
the cost of the previous program. |
|
5. |
Participation
in Programs and Dilution |
|
(a) |
Participants
will have an election as to whether to participate in any approved
exploration program or approved development
program |
|
(b) |
Electing
to participate in an approved program will make a participant liable for
its cost share of all expenditures for that
program. |
|
(c) |
Electing
not to participate in an approved program or electing to contribute a
lesser amount than as would be required by a party’s interest as it exists
immediately prior to commencement of the program will result in dilution
of interest, i.e. at any time, each party's interest may be calculated as
follows: |
amount
contributed and deemed to have been contributed to date by
party
amount
contributed and deemed to have been contributed to date by all
parties
and
the contributing party's interest will be correspondingly
increased.
B -
2
|
(d) |
Notwithstanding
(c) above, in the case of a development program which involves
construction of mining facilities and bringing a mine to commercial
production based on a feasibility study, a party electing to participate
in such program in an amount less than its interest at the time (including
not to participate at all) will result in dilution of such party's
interest to that percentage of budgeted expenditures which it has agreed
to contribute, subject to (f) below. |
|
(e) |
A
participant’s failure to pay its cost share of an approved program after
electing to participate will constitute default and result in double
dilution of interest, i.e. the defaulting party's interest will
be: |
amount
contributed and deemed to
have
been contributed prior to default date by defaulting party
two
times the amount contributed and deemed to have been
contributed
prior to default by all parties
and
the non-defaulting party's interest will be correspondingly increased.
|
(f) |
Dilution
to 10% will effect a deemed surrender of an interest in the joint venture,
and conversion of such interest to a 10% Net Profits Interest royalty
(NPI). A maximum of 10% Net Profits Interest (excluding any payments to
Helix) shall be payable under the dilution provision.
|
|
(g) |
There
will be no election as to participation in an approved operating
program. |
|
6. |
Disposition
of Production |
|
(a) |
Each
participant shall have the right to take its share of production in
kind. |
|
(b) |
The
operator will be free to sell the share of production of any participant
who fails to take its share in kind or make arrangements for sale,
deducting its costs and expenses from the
proceeds. |
|
7. |
Transfers
of Interests |
|
(a) |
Transfers
of interests in the property and the joint venture agreement will be
subject to a right of first refusal of the other participant, cannot be
made without the consent of the other party, which consent cannot be
unreasonably withheld, and is subject to the transferee agreeing to be
bound by the terms of the Joint Venture
Agreement. |
|
(b) |
No
encumbrances of any interest will be permitted except for financing of
development and then subject to the joint venture agreement and the
operator's lien |
|
8. |
Withdrawal
and Winding Up |
No
withdrawal by a party or winding up of the joint venture will be permitted
without adequate payment of or security for reclamation and closure
costs.
B -
3
|
9. |
Dispute
Resolution |
Arbitration
administered by the British Columbia International Commercial Arbitration
Centre.
|
10. |
Other |
|
(a) |
Area
of interest on the same terms as the Option and JV
Agreement |
|
(b) |
Force
majeure |
|
(c) |
Confidentiality |
|
(d) |
Subject
to British Columbia law. |
B -
4
SCHEDULE
"C"
REPRESENTATIONS
AND WARRANTIES OF TWIN
Twin
represents and warrants to the Stornoway that:
|
1. |
Twin
is the beneficial owner of a 100% interest in the ▇▇▇▇▇▇▇ Inlet Project,
subject with respect only to the claims identified on Schedule “D” hereof,
to the terms of the Gross Profits Royalty Agreement and the NPI Agreement
each made as of the 15th
day of December, 2000 between Twin and Helix Resources Inc. (collectively
the Helix Agreements”), true and complete copies of which have been
provided by Twin by email to ▇▇▇▇ ▇▇▇▇▇▇ of Stornoway on July 30,
2004; |
|
2. |
each
of the mineral claims which comprise the ▇▇▇▇▇▇▇ Inlet Project has been
validly located, tagged filed and recorded in compliance with the laws of
the Nunavut as they relate to location and recordation of such mineral
claims on behalf of and in the name of the
Twin; |
|
3. |
Twin
has caused timely compliance with all of the filing provisions of the laws
relating to the mineral claims which comprise the ▇▇▇▇▇▇▇ Inlet
Project; |
|
4. |
the
mineral claims which comprise the ▇▇▇▇▇▇▇ Inlet Project are valid and
subsisting mineral claims and all claim and lease maintenance fees and
taxes have been paid thereon until the date shown on Schedule
"A"; |
|
5. |
Twin
has caused all required representation work to be performed upon the
▇▇▇▇▇▇▇ Inlet Project or paid fees in lieu thereof through the effective
date of this Agreement and has recorded and filed proof thereof, all of
which work, recordings and filings have been completed in accordance with
applicable statutes pertaining to representation
work; |
|
6. |
the
▇▇▇▇▇▇▇ Inlet Project is free and clear of any and all liens, charges,
encumbrances, claims, royalties or interests of others of whatsoever
nature and kind, except in respect of those claims identified in Schedule
D which are subject to the terms of the Helix
Agreements; |
|
7. |
except
as set forth herein, the Twin has the sole and complete power to deal with
the ▇▇▇▇▇▇▇ Inlet Project as herein contemplated without the prior consent
or action of any third party; |
|
9. |
there
are no outstanding obligations or liabilities, contingent or otherwise,
under any applicable environmental, mining or other law, including
reclamation or rehabilitation work, associated with the ▇▇▇▇▇▇▇ Inlet
Project or arising out of past exploration, development and/or mining
activities carried out thereon by or on behalf of Twin or to the knowledge
of Twin, carried out thereon by any other
person; |
|
10. |
there
are no actions, suits, claims, proceedings, litigation or investigations
pending or to the knowledge of Twin, threatened against Twin or in respect
of the ▇▇▇▇▇▇▇ Inlet Project. |