Common use of Mining Rights Clause in Contracts

Mining Rights. The Basin Gulch Project, as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Material Properties”) are the only resource properties currently material to the Company in which the Company or its Subsidiaries have an interest; the Company or through its Subsidiaries, hold either freehold title, mining leases, mining concessions, mining 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 Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company (through the applicable Subsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the minerals relating thereto; all leases or claims relating to the Material Properties in which the Company (through the applicable Subsidiary) has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has or reasonably anticipates receiving in due course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has an interest granting the Company (through the applicable 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 Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its 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; (i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects; (v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.

Mining Rights. The Basin Gulch Project, as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Material Properties”) are the only resource properties currently material to the Company in which the Company or its Subsidiaries have an interest; the Company or through its Subsidiaries, hold either a Significant Subsidiary holds freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests claims or other conventional property or proprietary interests or rights, rights recognized in the jurisdiction in which each property described in each of the Material Properties are Time of Sale Prospectus and the Prospectus is located, in respect of the ore bodies and minerals located on mineral inventories and the Material Properties milling, smelting and refining facilities as described in which each of the Company Time of Sale Prospectus and the Prospectus (through the applicable Subsidiaryand all properties respectively relating thereto) has an interest under valid, subsisting and enforceable title documents documents, contracts, leases, licenses of occupation, mining concessions, permits, or other recognized and enforceable agreements or instrumentsinstruments and documents, sufficient to permit the Company (through or any Significant Subsidiary, as the applicable Subsidiary) case may be, to explore for and for, extract, exploit, to the extent currently undertaken remove, process or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, refine the minerals relating thereto; all leases , except where the failure to so hold such interests or claims relating to the rights would not have a Material Properties in which the Company (through the applicable Subsidiary) has an interest Adverse Effect or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, in each case in all material respects; except as disclosed described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. In addition, the Company (through the applicable Subsidiary) or a Significant Subsidiary has or reasonably anticipates receiving in due course all necessary surface rights, access water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other necessary presently required rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has an interest granting the Company (through or any Significant Subsidiary, as the applicable Subsidiary) case may be, the right rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Time of Sale Prospectus and the Prospectus or to transport for and exploit minerals, refinement or market or distribute the ore and metals for development produced at the milling, smelting and production purposes as are appropriate refining facilities described in view each of the rights Time of Sale Prospectus and interest therein the Prospectus all as referred to in each of the Company or Time of Sale Prospectus and the applicable Subsidiary, Prospectus with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and are described in each of the proprietary interests Time of Sale Prospectus and the Prospectus, or rights and each as do not have a Material Adverse Effect. Each of the documents, agreements aforementioned interests and instruments and obligations relating thereto referred to above rights is currently in good standing except for those interests and claims which, if not kept in all material respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statementgood standing, the General Disclosure Package and the Prospectus, the Company and its 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; (i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects; (v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.

Mining Rights. The Basin Gulch Project, as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Material Properties”) are the only resource properties currently material to the Company in which the Company or its Subsidiaries have an interest; the Company or through its Subsidiaries, hold either a Significant Subsidiary holds freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests claims or other conventional property or proprietary interests or rights, rights recognized in the jurisdiction in which each property described in each of the Material Properties are Time of Sale Prospectus, the Prospectus, and the Japanese Disclosure Documents is located, in respect of the ore bodies and minerals located on mineral inventories and the Material Properties milling, smelting and refining facilities as described in which each of the Company Time of Sale Prospectus, the Prospectus and the Japanese Disclosure Documents (through the applicable Subsidiaryand all properties respectively relating thereto) has an interest under valid, subsisting and enforceable title documents documents, contracts, leases, licenses of occupation, mining concessions, permits, or other recognized and enforceable agreements or instrumentsinstruments and documents, sufficient to permit the Company (through or any Significant Subsidiary, as the applicable Subsidiary) case may be, to explore for and for, extract, exploit, to the extent currently undertaken remove, process or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, refine the minerals relating thereto; all leases or claims relating , except where the failure to the Material Properties in which the Company (through the applicable Subsidiary) has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has or reasonably anticipates receiving in due course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has an interest granting the Company (through the applicable 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 Subsidiary, with only so hold such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its 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. In addition, either individually or in the aggregate; (i) the Company or a Significant Subsidiary has all necessary surface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other presently required rights and interests granting the applicable Subsidiary holds direct interests in the Material PropertiesCompany or any Significant Subsidiary, as the case may be, the rights and ability to explore for, mine, extract, remove or process the minerals derived from the ore bodies and mineral inventories described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge Time of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Sale Prospectus, the Company Prospectus and the applicable Subsidiary have complied Japanese Disclosure Documents or to transport for refinement or market or distribute the ore and metals produced at the milling, smelting and refining facilities described in all material respects with all applicable governmental lawseach of the Time of Sale Prospectus, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company Prospectus and the applicable Subsidiary intend Japanese Disclosure Documents all as referred to abandon in each of the Time of Sale Prospectus, the Prospectus and the Japanese Disclosure Documents with only such exceptions as are described in each of the Time of Sale Prospectus, the Prospectus and the Japanese Disclosure Documents, or relinquish and except for any non-compliance which would as do not either individually or in the aggregate have a Material Adverse Effect; all such mining claims . Each of the aforementioned interests and mining rights are is currently in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects; (v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company those interests and its Subsidiaries claims which, if not kept in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the good standing, would not have a Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made availableAdverse Effect.

Mining Rights. The Basin Gulch Project(a) Section 4.13(a) of the Seller Disclosure Letter sets out a true and complete list of all of the mining rights and interests owned by the Seller Subsidiaries and/or owned by third parties but leased or subject to any right or option to be leased, as described assigned or otherwise granted for use in favor of any of the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Material Properties”) are the only resource properties currently material to the Company in which the Company or its Subsidiaries have an interest; the Company or through its Seller Subsidiaries, hold either freehold titleincluding all claims, concessions, exploration licenses, exploitation licenses, prospecting permits, mining leases, mining concessionseasements, mining claims, exploration permits, prospecting permits lease agreements and surface rights or participant interests or other conventional property or proprietary interests or surface access rights, recognized in the jurisdiction in which the Material Properties are located, and all option or similar agreements in respect of any of the ore bodies and minerals located on the Material Properties in which the Company foregoing (through the applicable Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company (through the applicable Subsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statementcollectively, the General Disclosure Package and the Prospectus, the minerals relating thereto; all leases or claims relating to the Material Properties in which the Company "Mining Rights"). (through the applicable Subsidiaryb) has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, in each case in all material respects; except Except as disclosed in Section 4.13(b) of the Registration StatementSeller Disclosure Letter, the General Disclosure Package and Mining Rights are the Prospectus, the Company (through material regulatory authorizations or property rights that grant the applicable Subsidiary) has or reasonably anticipates receiving in due course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has an interest granting the Company (through the applicable Subsidiary) Seller Subsidiary the right and ability to explore for and exploit minerals, ore and metals for development and production purposes conduct its mineral activities as are appropriate in view of the rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so heldcurrently conducted, and each Mining Right was lawfully acquired, is in full force, effect and in good standing, free and clear of all Encumbrances other than Permitted Encumbrances. Except as disclosed in Section 4.13(b) of the proprietary interests or rights and Seller Disclosure Letter, each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects Mining Right has been recorded in the name of the Company or applicable Seller Subsidiary and is duly registered with the ANM, to the extent required by applicable Subsidiary; except Mining Laws. (c) Except as disclosed in Section 4.13(c) of the Registration StatementSeller Disclosure Letter, the General applicable Seller Subsidiaries have used the Mining Rights in accordance with the terms and conditions of their granting by the corresponding authorities and in compliance with the applicable Mining Law, in all material respects, and possess all required easements and surface rights with relation thereto and necessary to authorize and enable it to carry on the mineral exploration and mining activities as currently conducted. (d) Other than as listed in Section 4.13(d) of the Seller Disclosure Package and Letter, no person other than the ProspectusSeller Subsidiaries has any preferential right, back-in right, earn-in right, purchase option, right of first refusal or first offer, or any other interest or right (or any right or privilege capable of becoming such) in the Company and its Subsidiaries do not have Mining Rights or the production or profits therefrom or any responsibility or obligation to pay any commission, royalty, license, fee stream or similar payment other right on production in respect thereof or any right to acquire 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; (i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instrumentsinterest and, to the knowledge of the CompanySeller, there is no material adverse claim against or challenge to the title to or ownership of any of the Mining Rights, nor any undertaking, commitment, or contractual or legal right of any person, other than any Seller Subsidiary, to acquire or otherwise obtain any interest in any Mining Right. (e) Neither the Seller nor any of the Seller Subsidiaries has received any notice from any Governmental Authority or any other person of any revocation, cancelation or termination or intention to revoke, cancel or terminate the interest of any of the Seller Subsidiaries in any of the Mining Rights, or of any condemnation, or challenge to ownership of any of the Mining Rights. (f) The Mining Rights do not overlap with any third-party rights that may enable any such third party to explore or exploit any substance in the same area. (g) There are no material restrictions on the ability of the Seller and the Seller Subsidiaries to use, transfer or exploit any of the Mining Rights, except pursuant to applicable Mining Law. To the knowledge of the Seller, the Mining Rights are not located, and all such agreements and instruments there is no current bill, plan or procedure that will cause any of the Mining Rights to become located: (i) in connection with the Project Rights are valid and subsisting and enforceable a federal or state environmental reserve, either in accordance with their terms; a permanent reserve area, or in a conservation unit; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date in an area assigned for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; Indigenous occupation; and/or (iii) all assessments in a reserve area for descendent of slaves (quilombola) communities. (h) Other than as set out in Section 4.13(h) of the Seller Disclosure Letter, there are no disputes regarding boundaries, easements, covenants, or other work required matters relating to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests thereinany Mining Rights that would, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims aggregate, reasonably be expected to be material to any of the Aurizona Mine, the Fazenda Mine, the Santa L▇▇ Mine, or the Riacho Mine. (i) All Contracts and mining rights other instruments pursuant to which the Seller Subsidiaries hold Mining Rights are valid, binding, in full force and effect, and in good standing in all respects as standing, and the Seller Subsidiaries are entitled to the full benefit of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects; (v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made availablerights granted thereunder.

Mining Rights. The Basin Gulch Project, Except as described disclosed in the Registration Statement, the General Prospectuses and Disclosure Package Package, each of ‎the ‎Company and the Prospectus (collectivelySubsidiaries is the absolute legal and beneficial owner of, and has good ‎and ‎marketable title to, all of the “Material Properties”) are material properties and assets thereof, and no other property or ‎assets ‎are necessary for the only resource properties currently material to conduct of the business of the Company in which and the Subsidiaries as ‎currently ‎conducted.‎ ‎The Company or its Subsidiaries have an interest; and the Company or through its Subsidiaries, as applicable, hold either freehold title, mining leases, mining concessionsoptions, brine lease or brine deed options, mining claims, mining and exploration permitslicenses, prospecting permits or participant interests property leases, or other conventional property property, proprietary or proprietary contractual interests or rights, recognized in the jurisdiction in which a particular property is located (the Material Properties are located, “Mining Rights”) in respect of the deposits, ore bodies and minerals located on the Material Properties in properties in which the Company (through and/or the applicable Subsidiary) has Subsidiary have an interest as described in the Registration Statement, the Prospectuses and the Disclosure Package under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company (through and/or the applicable Subsidiary) Subsidiary to explore for and exploitextract the material deposits, to the extent currently undertaken ore bodies or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the other minerals relating thereto; all leases thereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except as would not have a Material Adverse Effect. All property, leases, options, claims relating to the Material Properties or licenses in which the Company (through the applicable Subsidiary) or a Subsidiary has an any interest or right have been validly located and recorded in accordance with all applicable laws Applicable Laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has or reasonably anticipates receiving in due course and each Subsidiary have all necessary surface rights, access rights and other necessary rights and interests interest relating to the Material Property properties in which the Company (through or the applicable Subsidiary) has an Subsidiary have a material interest as described in the Registration Statement, the Prospectuses and the Disclosure Package granting the Company (through or the applicable Subsidiary) 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 their respective rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so heldinterests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is are currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except . The Mining Rights in respect of the Company’s material properties as disclosed in the Registration Statement, the General Prospectuses and the Disclosure Package and the Prospectus, constitute a complete description of all material Mining Rights held by the Company and its 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; (i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to Subsidiaries. To the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried exploration activities by or on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties behalf of the Company and its Subsidiaries (including, without limitation, on the Material Properties) material properties in which they hold an interest have been conducted in all respects in accordance with Mining Laws (as defined below), good mining and engineering exploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, with in all material respects; (v) except as disclosed in . ‎The Company does not have any knowledge of any claim or basis for any ‎claim that might or could materially and adversely affect the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to right of the Company or its Subsidiaries except for ongoing assessments conducted by the ‎Subsidiaries to use, transfer or on behalf of otherwise exploit the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.Mining Rights.‎

Mining Rights. The Basin Gulch Project, Except as described disclosed in the Registration Statement, the General Prospectuses and Disclosure Package Package, each of ‎the ‎Corporation and the Prospectus (collectivelySubsidiaries is the absolute legal and beneficial owner of, and has good ‎and ‎marketable title to, all of the “Material Properties”) are material properties and assets thereof, and no other property or ‎assets ‎are necessary for the only resource properties currently material to conduct of the business of the Company in which and the Subsidiaries as ‎currently ‎conducted.‎ ‎The Company or its Subsidiaries have an interest; and the Company or through its Subsidiaries, as applicable, hold either freehold title, mining leases, mining concessionsoptions, brine lease or brine deed options, mining claims, mining and exploration permitslicenses, prospecting permits or participant interests property leases, or other conventional property property, proprietary or proprietary contractual interests or rights, recognized in the jurisdiction in which a particular property is located (the Material Properties are located, “Mining Rights”) in respect of the deposits, ore bodies and minerals located on the Material Properties in properties in which the Company (through and/or the applicable Subsidiary) has Subsidiary have an interest as described in the Registration Statement, the Prospectuses and the Disclosure Package under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company (through and/or the applicable Subsidiary) Subsidiary to explore for and exploitextract the material deposits, to the extent currently undertaken ore bodies or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the other minerals relating thereto; all leases thereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except as would not have a Material Adverse Effect. (i) All property, leases, options, claims relating to the Material Properties or licenses in which the Company (through the applicable Subsidiary) or a Subsidiary has an any interest or right have been validly located and recorded in accordance with all applicable laws Applicable Laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has or reasonably anticipates receiving in due course and each Subsidiary have all necessary surface rights, access rights and other necessary rights and interests interest relating to the Material Property properties in which the Company (through or the applicable Subsidiary) has an Subsidiary have a material interest as described in the Registration Statement, the Prospectuses and the Disclosure Package granting the Company (through or the applicable Subsidiary) 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 their respective rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so heldinterests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is are currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except . The Mining Rights in respect of the Company’s material properties as disclosed in the Registration Statement, the General Prospectuses and the Disclosure Package and the Prospectus, constitute a complete description of all material Mining Rights held by the Company and its 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;Subsidiaries. (iii) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to To the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried exploration activities by or on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties behalf of the Company and its Subsidiaries (including, without limitation, on the Material Properties) material properties in which they hold an interest have been conducted in all respects in accordance with Mining Laws (as defined below), good mining and engineering exploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, with in all material respects;. (viii) except as disclosed in ‎The Company does not have any knowledge of any claim or basis for any ‎claim that might or could materially and adversely affect the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to right of the Company or its Subsidiaries except for ongoing assessments conducted by the ‎Subsidiaries to use, transfer or on behalf of otherwise exploit the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.Mining Rights.‎

Mining Rights. The Basin Gulch Project, (a) as more particularly described in the Registration StatementContinuous Disclosure Record, LAC and its Subsidiaries, taken as a whole, own, control or have legal rights to, through mining tenements of various types and descriptions, all of the General Disclosure Package rights, titles and interests necessary to authorize and enable it to carry on the material mineral exploration and/or mining activities as currently being undertaken and has obtained or, upon performance of all conditions precedent will be able to obtain, such rights, titles and interests as may be required to implement their plans on such properties and are not in material default of such rights, titles and interests; (b) LAC has not received any notice of proceedings relating to the revocation or modification of any material mining or exploration authorities, permits or licenses previously granted to LAC or its Subsidiaries, nor has it received notice of the revocation or cancellation of, or any intention to revoke or cancel, any material mining claim, concession or lease of LAC or its Subsidiaries; (c) all assessments or other work required to be performed or filings required to be made in relation to the material mining claims and the Prospectus (collectivelyMining Rights of LAC have been performed or made, the “Material Properties”) are the only resource properties currently material and all taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made to the Company date in which the Company or order to maintain such claims and Mining Rights and LAC and its Subsidiaries have an interest; complied in all material respects with all applicable laws, rules and policies as well as with regard to legal, and contractual obligations to third parties; (d) to LAC’s knowledge, all exploration and development activities of LAC and the Company Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices; (e) except as disclosed in the Continuous Disclosure Record, LAC or through its Subsidiaries, hold a Subsidiary is the absolute legal and beneficial owner of the Mineral Properties described in the Continuous Disclosure Record and LAC or a Subsidiary (as the case may be) holds either freehold title, mining leases, mining concessions, mining claims, exploration permitslicenses, 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 locateda particular property is located (collectively, “Mining Rights”) in respect of the ore bodies and minerals mineral rights located on in the Material Mineral Properties in which the Company (through the applicable Subsidiary) LAC or any Subsidiary has an interest as described in the Continuous Disclosure Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit LAC or the Company Subsidiary (through the applicable Subsidiaryas applicable) to explore for mineral deposits relating thereto, free and exploitclear of any Encumbrances and no material commission, royalty, licence fee or similar payment to any person with respect to the extent currently undertaken or Mineral Properties is payable except as disclosed in the Registration StatementContinuous Disclosure Record; (f) except as disclosed in the Continuous Disclosure Record, there are no restrictions on the General ability of LAC to use, transfer or exploit any of the Mining Rights, except pursuant to applicable Laws; (g) except as disclosed in the Continuous Disclosure Package and Record, there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Prospectus, interest of LAC in any of the minerals relating thereto; Mining Rights; (h) all leases or claims relating to Mining Rights in the Material Mineral Properties in which the Company (through the applicable Subsidiary) has an interest or right have been validly located registered and recorded in accordance in all material respects with all applicable laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package LAC and the Prospectus, the Company (through the applicable Subsidiary) has Subsidiaries have or reasonably anticipates receiving in due course will obtain all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has an interest Mineral Properties granting the Company (through the applicable Subsidiary) LAC or any Subsidiary the right and ability to explore for and exploit minerals, ore and metals for development and production purposes mineral deposits as are appropriate in view of the rights and interest interests therein of the Company LAC or the applicable any Subsidiary, with only such exceptions as do not materially unreasonably interfere with the current use made by the Company LAC or the applicable any Subsidiary of the rights or interest so held, ; and each of the proprietary interests or rights Mining Rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of LAC or a Subsidiary, as applicable; (i) the Company Mineral Properties and Mining Rights of LAC and its Subsidiaries as disclosed in the Continuous Disclosure Record, constitute an accurate description of the Mineral Properties and all material Mining Rights held by LAC and the Subsidiaries and no other property or assets are necessary for the applicable Subsidiaryconduct of the business of LAC as currently conducted except as disclosed in the Continuous Disclosure Record; except as disclosed in the Registration StatementContinuous Disclosure Record, LAC does not know of any claim or the General Disclosure Package and the Prospectus, the Company and its Subsidiaries do not have basis for any responsibility claim that might 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 could have a Material Adverse Effect, either individually or in the aggregate; (i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations impact on the properties of the Company and its Subsidiaries (includingright thereof to use, without limitation, the Material transfer or otherwise explore for mineral deposits on such Mineral Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects; (v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and (vij) LAC’s mineral resources have been calculated and estimated in accordance with NI 43-101 and are disclosed in the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made availableContinuous Disclosure Record in accordance with NI 43-101.

Mining Rights. The Basin Gulch Project▇▇▇▇▇ Property and the Minto Property, as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus Supplement (collectively, the “Material Properties”") are the only material resource properties currently material to the Company in which the Company or its the Subsidiaries have an interest; the Company or through its Subsidiaries, hold either freehold title, mining leases, mining concessions, mining 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 Subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company (through the applicable Subsidiary) to explore for and exploit, to the extent currently undertaken or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, exploit the minerals relating thereto; all leases or claims and permits relating to the Material Properties in which the Company (through the applicable Subsidiary) has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has or reasonably anticipates receiving in due course all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which the Company (through the applicable Subsidiary) has have an interest granting the Company (through the applicable 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 Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its the Subsidiaries do not have any responsibility or obligation to pay any commission, royalty, licenselicence, 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; (i) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties of the Company and its Subsidiaries (including, without limitation, the Material Properties) have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, in all material respects; (v) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.

Mining Rights. The Basin Gulch Project, Except as described disclosed in the Registration Statement, the General Prospectuses and Disclosure Package Package, each of ‎the ‎Company and the Prospectus (collectivelySubsidiaries is the absolute legal and beneficial owner of, and has good ‎and ‎marketable title to, all of the “Material Properties”) are material properties and assets thereof, and no other property or ‎assets ‎are necessary for the only resource properties currently material to conduct of the business of the Company in which and the Subsidiaries as ‎currently ‎conducted.‎ ‎The Company or its Subsidiaries have an interest; and the Company or through its Subsidiaries, as applicable, hold either freehold title, mining leases, mining concessionsoptions, brine lease or brine deed options, mining claims, mining and exploration permitslicenses, prospecting permits or participant interests property leases, or other conventional property property, proprietary or proprietary contractual interests or rights, recognized in the jurisdiction in which a particular property is located (the Material Properties are located, “Mining Rights”) in respect of the deposits, ore bodies and minerals located on the Material Properties in properties in which the Company (through and/or the applicable Subsidiary) has Subsidiary have an interest as described in the Registration Statement, the Prospectuses and the Disclosure Package under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company (through and/or the applicable Subsidiary) Subsidiary to explore for and exploitextract the material deposits, to the extent currently undertaken ore bodies or disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the other minerals relating thereto; all leases thereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except as would not have a Material Adverse Effect. (i) All property, leases, options, claims relating to the Material Properties or licenses in which the Company (through the applicable Subsidiary) or a Subsidiary has an any interest or right have been validly located and recorded in accordance with all applicable laws Applicable Laws and are valid and subsisting, in each case in all material respects; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (through the applicable Subsidiary) has or reasonably anticipates receiving in due course and each Subsidiary have all necessary surface rights, access rights and other necessary rights and interests interest relating to the Material Property properties in which the Company (through or the applicable Subsidiary) has an Subsidiary have a material interest as described in the Registration Statement, the Prospectuses and the Disclosure Package granting the Company (through or the applicable Subsidiary) 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 their respective rights and interest therein of the Company or the applicable Subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable Subsidiary of the rights or interest so heldinterests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is are currently in good standing in all material respects in the name of the Company or the applicable Subsidiary; except . The Mining Rights in respect of the Company’s material properties as disclosed in the Registration Statement, the General Prospectuses and the Disclosure Package and the Prospectus, constitute a complete description of all material Mining Rights held by the Company and its 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;Subsidiaries. (iii) the Company or the applicable Subsidiary holds direct interests in the Material Properties, as described in the Registration Statement, the General Disclosure Package and the Prospectus (the “Project Rights”), under valid, subsisting and enforceable agreements or instruments, to To the knowledge of the Company, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms; (ii) the Company and its Subsidiaries have obtained all the material permits, certificates, and approvals (collectively, the “Permits”) necessary as at the Execution Date for the operation of the businesses carried exploration activities by or on or proposed to be commenced by the Company, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; (iii) all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Company and the applicable Subsidiary in order to maintain their respective interests therein, if any, have been performed to date and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and the applicable Subsidiary have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Company and the applicable Subsidiary intend to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all respects as of the date of this Agreement; (iv) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all mining operations on the properties behalf of the Company and its Subsidiaries (including, without limitation, on the Material Properties) material properties in which they hold an interest have been conducted in all respects in accordance with Mining Laws (as defined below), good mining and engineering exploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with, in each case, with in all material respects;. (viii) except as disclosed in ‎The Company does not have any knowledge of any claim or basis for any ‎claim that might or could materially and adversely affect the Registration Statement, the General Disclosure Package and the Prospectus, there are no environmental audits, evaluations, assessments, studies or tests relating to right of the Company or its Subsidiaries except for ongoing assessments conducted by the ‎Subsidiaries to use, transfer or on behalf of otherwise exploit the Company and its Subsidiaries in the ordinary course; and (vi) the Company made available to the respective authors thereof prior to the issuance of all of the applicable technical reports relating to the Material Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available.Mining Rights.‎