Common use of Mining Property Clause in Contracts

Mining Property. (a) The Vendor is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence Renewal No. 2810/2004 known as "Tabora". (b) Atlas Africa is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence No. 3117/2005 known as "Morogoro". (c) The Vendor is the sole partner of a joint venture with Atlas Africa concerning all developments on and to the Morogoro property. (d) Atlas Africa is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence No. 3118/2005 known as "KM 7". (e) The Vendor is the sole partner of a joint venture with Atlas Africa concerning all developments on and to the KM 7 property. (f) Save and except as described in this Agreement, there are no other agreements, adverse interests or options to acquire or purchase the Licences or any portion thereof. No person has any proprietary or possessory interest in the Licences. Other than the 3% royalty held by the government of Tanzania, no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from the Licences. (g) The Tabora Licence is accurately described in Schedule "A" and is free and clear of all Encumbrances (as defined below) subject only to the permitted Encumbrances described in Schedule "A". The Tabora Licence has been properly registered in the applicable Tanzanian land registry office. The Tabora Licence has been properly staked, tagged, located and recorded in accordance with the applicable Tanzania mining laws. (h) A complete copy of the Atlas Africa Agreements are attached hereto as Schedules "C" and "D". (i) The Morogoro Licence and KM 7 Licence are accurately described in Schedule "B" and will be free and clear of all Encumbrances on the Second Closing Date, subject only to the permitted Encumbrances described in Schedule "B". The Morogoro Licence and KM 7 Licence have been properly registered in the applicable Tanzanian land registry office. The Morogoro Licence and KM 7 Licence have been properly staked, tagged, located and recorded in accordance with the applicable Tanzania mining laws. (j) There are no outstanding work orders or actions required or reasonably anticipated to be required to be taken in respect of the rehabilitation or restoration of the property covered by the Licences or relating to environmental matters in respect of the Licences including without limitation, waste disposal and storage or any operations thereon nor has the registered owners of the Licences received notice of same. There are no temporarily suspended mining operations, abandoned projects or projects which could be considered abandoned which would require closure plans or site rehabilitation in respect of the property covered by the Licences or operations thereon. There is no mining operation on the property covered by the Licences. There has never been a mining operation on the property covered by the Licences. (k) All taxes, rates, duties, fees and assessments imposed, levied or charged upon or against the Licences are paid in full. The Licences are in good standing in accordance with the mining laws of Tanzania. (l) Conditions on and relating to the property covered by the Licences including with respect to all past and current operations thereon are in compliance with all applicable laws, regulations and orders including without limitation, environmental laws. (m) No Hazardous Substance (as defined below) has been placed, held located, used or disposed of, on, under or at the property covered by the Licences and no part of such property has been used as a dump site or storage site for any Hazardous Substance. No claim has ever been asserted and there are no present circumstances which could reasonably form the basis for the assertion of any claim against the owners of the Licences for loss, liability, damages, injury, costs or expenses of any kind as a direct or indirect result of the presence on or under the escape, seepage, leakage, spillage, discharge, emission or release from the Property of any Hazardous Substance. (n) There are no outstanding, pending or threatened, actions, suits or claims, affecting all or any part of the Licences nor is there currently any basis therefor. There have been and presently are, no claims or disputes threatened, proposed, alleged or contemplated which may in any way affect the registered owners of the Licences' right or ability to have access to the property covered by the Licences to conduct its work thereon or which may in any way affect the market value or ownership of the Licences or any portion thereof. (o) The registered owners of the Licences are not insolvent, have not proposed a compromise or arrangement to its creditors generally, have not taken any proceeding with respect to a compromise or arrangement, have not taken any proceeding to have themselves declared bankrupt or wound-up and has not taken any proceeding to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property and no petition for a receiving order in bankruptcy is filed against any of them. (p) The Vendor has made available, or cause to be made available, to the Purchaser all material information in its possession or control relating to the Licences and shall continue to make available, or cause to be made available, to the Purchaser all information in its possession or control relating to work done on or with respect to the Licences which could possibly be considered significant in indicating that the property covered by the Licences might or might not have potential economic mineralization.

Mining Property. (a) The Vendor is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence Renewal No▇▇. 2810/2004 known as ▇▇▇▇/▇▇▇▇ ▇▇▇▇▇ ▇▇ "Tabora▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇". (b▇) Atlas Africa is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence No. 3117/2005 known as "Morogoro". (c) The Vendor is the sole partner of a joint venture with Atlas Africa concerning all developments on and to the Morogoro property. (d) Atlas Africa is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence No. 3118/2005 known as "KM 7". (e) The Vendor is the sole partner of a joint venture with Atlas Africa concerning all developments on and to the KM 7 property. (f) Save and except as described in this Agreement, there There are no other agreements, adverse interests or options to acquire or purchase the Licences Licence or any portion thereof. No person has any proprietary or possessory interest in the LicencesLicence. Other than the 3% royalty held by the government of Tanzania, no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from the LicencesLicence. (gc) The Tabora Licence is accurately described in Schedule "A" and is free and clear of all Encumbrances (as defined below) subject only to the permitted Encumbrances described in Schedule "A". The Tabora Licence has been properly registered in the applicable Tanzanian land registry office. The Tabora Licence has been properly staked, tagged, located and recorded in accordance with the applicable Tanzania mining laws. (h) A complete copy of the Atlas Africa Agreements are attached hereto as Schedules "C" and "D". (i) The Morogoro Licence and KM 7 Licence are accurately described in Schedule "B" and will be free and clear of all Encumbrances on the Second Closing Date, subject only to the permitted Encumbrances described in Schedule "B". The Morogoro Licence and KM 7 Licence have been properly registered in the applicable Tanzanian land registry office. The Morogoro Licence and KM 7 Licence have been properly staked, tagged, located and recorded in accordance with the applicable Tanzania mining laws. (jd) There are no outstanding work orders or actions required or reasonably anticipated to be required to be taken in respect of the rehabilitation or restoration of the property covered by the Licences Licence or relating to environmental matters in respect of the Licences Licence including without limitation, waste disposal and storage or any operations thereon nor has the registered owners of the Licences Licence received notice of same. There are no temporarily suspended mining operations, abandoned projects or projects which could be considered abandoned which would require closure plans or site rehabilitation in respect of the property covered by the Licences Licence or operations thereon. There is no mining operation on the property covered by the LicencesLicence. There has never been a mining operation on the property covered by the LicencesLicence. (ke) All taxes, rates, duties, fees and assessments imposed, levied or charged upon or against the Licences Licence are paid in full. The Licences are Licence is in good standing in accordance with the mining laws of Tanzania. (lf) Conditions on and relating to the property covered by the Licences Licence including with respect to all past and current operations thereon are in compliance with all applicable laws, regulations and orders including without limitation, environmental laws. (mg) No Hazardous Substance (as defined below) has been placed, held located, used or disposed of, on, under or at the property covered by the Licences Licence and no part of such property has been used as a dump site or storage site for any Hazardous Substance. No claim has ever been asserted and there are no present circumstances which could reasonably form the basis for the assertion of any claim against the owners of the Licences Licence for loss, liability, damages, injury, costs or expenses of any kind as a direct or indirect result of the presence on or under the escape, seepage, leakage, spillage, discharge, emission or release from the Property of any Hazardous Substance. (nh) There are no outstanding, pending or threatened, actions, suits or claims, affecting all or any part of the Licences Licence nor is there currently any basis therefor. There have been and presently are, no claims or disputes threatened, proposed, alleged or contemplated which may in any way affect the registered owners of the Licences' Licence's right or ability to have access to the property covered by the Licences Licence to conduct its work thereon or which may in any way affect the market value or ownership of the Licences Licence or any portion thereof. (oi) The registered owners of the Licences Licence are not insolvent, have not proposed a compromise or arrangement to its creditors generally, have not taken any proceeding with respect to a compromise or arrangement, have not taken any proceeding to have themselves declared bankrupt or wound-up and has not taken any proceeding to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property and no petition for a receiving order in bankruptcy is filed against any of them. (pj) The Vendor has made available, or cause to be made available, to the Purchaser all material information in its possession or control relating to the Licences Licence and shall continue to make available, or cause to be made available, to the Purchaser all information in its possession or control relating to work done on or with respect to the Licences Licence which could possibly be considered significant in indicating that the property covered by the Licences Licence might or might not have potential economic mineralization.

Mining Property. (a) The Vendor is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence Renewal No. 2810/2004 2683/2004 known as "Tabora▇▇▇▇▇▇▇ South East". (b) Atlas Africa is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence No. 3117/2005 known as "Morogoro". (c) The Vendor is the sole partner of a joint venture with Atlas Africa concerning all developments on and to the Morogoro property. (d) Atlas Africa is the legal and beneficial owner of a 100% undivided interest in Prospecting Licence No. 3118/2005 known as "KM 7". (e) The Vendor is the sole partner of a joint venture with Atlas Africa concerning all developments on and to the KM 7 property. (f) Save and except as described in this Agreement, there There are no other agreements, adverse interests or options to acquire or purchase the Licences Licence or any portion thereof. No person has any proprietary or possessory interest in the LicencesLicence. Other than the 3% royalty held by the government of Tanzania, no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from the LicencesLicence. (gc) The Tabora Licence is accurately described in Schedule "A" and is free and clear of all Encumbrances (as defined below) subject only to the permitted Encumbrances described in Schedule "A". The Tabora Each Licence has been properly registered in the applicable Tanzanian land registry office. The Tabora Each Licence has been properly staked, tagged, located and recorded in accordance with the applicable Tanzania mining laws. (h) A complete copy of the Atlas Africa Agreements are attached hereto as Schedules "C" and "D". (i) The Morogoro Licence and KM 7 Licence are accurately described in Schedule "B" and will be free and clear of all Encumbrances on the Second Closing Date, subject only to the permitted Encumbrances described in Schedule "B". The Morogoro Licence and KM 7 Licence have been properly registered in the applicable Tanzanian land registry office. The Morogoro Licence and KM 7 Licence have been properly staked, tagged, located and recorded in accordance with the applicable Tanzania mining laws. (jd) There are no outstanding work orders or actions required or reasonably anticipated to be required to be taken in respect of the rehabilitation or restoration of the property covered by the Licences Licence or relating to environmental matters in respect of the Licences Licence including without limitation, waste disposal and storage or any operations thereon nor has the registered owners of the Licences Licence received notice of same. There are no temporarily suspended mining operations, abandoned projects or projects which could be considered abandoned which would require closure plans or site rehabilitation in respect of the property covered by the Licences Licence or operations thereon. There is no mining operation on the property covered by the LicencesLicence. There has never been a mining operation on the property covered by the LicencesLicence. (ke) All taxes, rates, duties, fees and assessments imposed, levied or charged upon or against the Licences Licence are paid in full. The Licences are Licence is in good standing in accordance with the mining laws of Tanzania. (lf) Conditions on and relating to the property covered by the Licences Licence including with respect to all past and current operations thereon are in compliance with all applicable laws, regulations and orders including without limitation, environmental laws. (mg) No Hazardous Substance (as defined below) has been placed, held located, used or disposed of, on, under or at the property covered by the Licences Licence and no part of such property has been used as a dump site or storage site for any Hazardous Substance. No claim has ever been asserted and there are no present circumstances which could reasonably form the basis for the assertion of any claim against the owners of the Licences Licence for loss, liability, damages, injury, costs or expenses of any kind as a direct or indirect result of the presence on or under the escape, seepage, leakage, spillage, discharge, emission or release from the Property of any Hazardous Substance. (nh) There are no outstanding, pending or threatened, actions, suits or claims, affecting all or any part of the Licences Licence nor is there currently any basis therefor. There have been and presently are, no claims or disputes threatened, proposed, alleged or contemplated which may in any way affect the registered owners of the Licences' Licence's right or ability to have access to the property covered by the Licences Licence to conduct its work thereon or which may in any way affect the market value or ownership of the Licences Licence or any portion thereof. (oi) The registered owners of the Licences Licence are not insolvent, have not proposed a compromise or arrangement to its creditors generally, have not taken any proceeding with respect to a compromise or arrangement, have not taken any proceeding to have themselves declared bankrupt or wound-up and has not taken any proceeding to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property and no petition for a receiving order in bankruptcy is filed against any of them. (pj) The Vendor has made available, or cause to be made available, to the Purchaser all material information in its possession or control relating to the Licences Licence and shall continue to make available, or cause to be made available, to the Purchaser all information in its possession or control relating to work done on or with respect to the Licences Licence which could possibly be considered significant in indicating that the property covered by the Licences Licence might or might not have potential economic mineralization.