Common use of Exploration and Mining Rights Clause in Contracts

Exploration and Mining Rights. The Tucano Gold Mine and associated land package in Brazil, the Guanajuato Mine Complex in Mexico, the Topia Mine in Mexico and the Coricancha Mine in Peru, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the "Material Properties"), are the only mineral properties currently material to the Company in which the Company or the Material Subsidiaries have an interest or in respect of which the Company or the Material Subsidiaries hold either freehold title, mining leases, mining concessions, mineral claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable Material Subsidiary) to explore for and exploit the minerals relating thereto. All leases or claims and permits relating to the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting. Except as disclosed in the Registration Statement or documents incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Material Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary. Except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate;

Exploration and Mining Rights. The Tucano Gold Mine and associated land package in Brazil, the Guanajuato Mine Complex in Mexico, the Topia Mine in Mexico and the Coricancha Mine in Peru, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the "“Material Properties"), ”) are the only mineral properties currently material to the Company in which the Company or the Material Subsidiaries have an interest or in respect of which interest; the Company or through the Material Subsidiaries Subsidiaries, hold either freehold title, mining leases, mining concessions, mineral claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable Material Subsidiary) ), subject to compliance with customary permit requirements for specific work programs, to explore for and exploit for the minerals relating thereto. All ; all leases or claims and permits relating to the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting. Except ; except as disclosed in the Registration Statement or documents included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property Properties in which the Company (through the applicable Material Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary. Except ; except as disclosed in the Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, other than mineral claim fees, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate;

Exploration and Mining Rights. The Tucano Gold Mine and associated land package in Brazil, the Guanajuato Mine Complex in Mexico, the Topia Mine in Mexico and the Coricancha Mine in Peru, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the "Material Properties"), ) are the only mineral properties currently material to the Company in which the Company or the Material Subsidiaries have an interest or in respect of which interest; the Company or through the Material Subsidiaries Subsidiaries, hold either freehold title, mining leases, mining concessions, mineral claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable Material Subsidiary) ), subject to compliance with customary permit requirements for specific work programs, to explore for and exploit for the minerals relating thereto. All ; all leases or claims and permits relating to the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting. Except ; except as disclosed in the Registration Statement or documents included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property Properties in which the Company (through the applicable Material Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary. Except ; except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, other than mineral claim fees, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate;

Exploration and Mining Rights. The Tucano Gold Mine and associated land package in BrazilNeither the Company nor any of the Subsidiaries has received from any Governmental Authority any notice of proceedings, the Guanajuato Mine Complex in Mexico, the Topia Mine in Mexico and the Coricancha Mine in Peru, as described in the Registration Statement correspondence or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the "Material Properties"), are the only mineral properties currently material documents relating to the Company in which revocation or modification or other proceedings relating to any authorizations, applications, claims, concessions, licenses, leases or other instruments conferring mineral rights, and no such proceeding, to the Company best of the Company’s knowledge, is pending or the Material Subsidiaries have an interest or has been threatened.All exploration permits, leases, licenses and mining claims, payments, rentals, taxes, assessments, renewal fees and other governmental charges, owing in respect of which the Properties or any part thereof, have been paid in full, and, to the best of the Company’s knowledge, there is no adverse claim against, or challenge to, the ownership of or title to, the Properties, except as set forth in Schedule 5(p). The Company or and the Material Subsidiaries hold either the applicable freehold title, mining leases, mining concessions, mineral mining claims, exploration permits, prospecting permits options or participant participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are a particular property is located, in respect of the ore bodies bodies, minerals and minerals metals located on the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements agreements or understandingsinstruments, sufficient to permit the Company (through or any of the applicable Material Subsidiary) Subsidiaries to explore for and exploit the minerals relating thereto. All leases or claims and permits relating to of the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest or right have been validly located and recorded in accordance in all material respects with all Applicable Laws applicable laws and are valid and subsisting. Except as disclosed in The Company and any of the Registration Statement or documents incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has Subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Material Subsidiary) has an interest Properties granting the Company (through or any of the applicable Material Subsidiary) Subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or any of the applicable Material SubsidiarySubsidiaries, with only such exceptions as do not materially interfere with the current use made by the Company or any of the applicable Material Subsidiary Subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of . All mineral exploration operations conducted by the Company or any of the Subsidiaries have been conducted in all material respects in accordance with mining and engineering industry standards and all applicable Material Subsidiary. Except as disclosed in the Prospectuses, the Company workers’ compensation and the Material Subsidiaries do not health and safety and workplace laws have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate;been duly complied with.

Exploration and Mining Rights. The Tucano Gold Gibraltar Mine and associated land package in Brazil, the Guanajuato Mine Complex in Mexico, the Topia Mine in Mexico and the Coricancha Mine in PeruXxxxxxxx Copper Project, as described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses (the "Material Properties"), ) are the only mineral properties currently material to the Company in which the Company or the Material Subsidiaries have an interest or in respect of which interest; the Company or through the Material Subsidiaries hold either freehold title, mining leases, mining concessions, mineral claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable Material Subsidiary) ), subject to compliance with customary permit requirements for specific work programs, to explore for and exploit for the minerals relating thereto. All ; all leases or claims and permits relating to the Material Properties in which the Company (through the applicable Material Subsidiary) has an interest or right have been validly located and recorded in accordance with all Applicable Laws and are valid and subsisting. Except ; except as disclosed in the Registration Statement or documents included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company (through the applicable Material Subsidiary) has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property Properties in which the Company (through the applicable Material Subsidiary) has an interest granting the Company (through the applicable Material Subsidiary) the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable Material Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Material Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Material Subsidiary. Except ; except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and Prospectuses, the Company and the Material Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, other than mineral claim fees, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate;