Common use of Mining Clause in Contracts

Mining. (i) The Corporation or one of its Subsidiaries holds freehold title, mining leases, mining claims, mining licences, mining concessions or other conventional proprietary interests or rights (“Mineral Title”) recognized in the jurisdiction in which the Guayabales Project and the San Antonio Project (the “Material Mining Properties”) are located, in respect of the ore bodies and minerals in such mining property under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Corporation or one of its Subsidiaries, as the case may be, to carry out its current operations, with only such exceptions as are described in the Prospectus. In addition, the Corporation or one of its Subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting the Corporation or one of its Subsidiaries, as the case may be, the rights and ability to carry out its current operations described in the Prospectus, all as referred to in the Prospectus, with only such exceptions as are described in the Prospectus. Each of the aforementioned interests and rights is currently in good standing except as are described in the Prospectus or those interests and rights which, if not kept in good standing, would not have a Material Adverse Effect. (ii) All assessments or other work required to be performed in relation to the Mineral Title of the Corporation and each of the Subsidiaries, in order to maintain their interest in the Material Mining Properties, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable Laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments except in respect of Mineral Title that the Corporation or a Subsidiary intends to abandon or relinquish. (iii) Except and to the extent set forth in the Prospectus: (i) all of the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary holds the property and assets of the Material Mining Properties (including any interest in, or right to earn an interest in, any Mineral Title or other property right related thereto) (collectively, the “Material Mining Agreements”) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof; (ii) none of the Corporation nor any Subsidiary has received written or oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any person of any Material Mining Agreement or Mineral Title, or has become aware of any intention on the part of, nor has there been any announcement by, any person to terminate, cancel, declare invalid or unenforceable or revoke any Material Mining Agreement or Mineral Title; (iii) none of the Corporation nor any Subsidiary is in default of any provision of any Material Mining Agreement nor has any such default been alleged, and the properties and assets of the Material Mining Properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid; and (iv) none of the properties (or any interest in, or right to earn an interest in, any such property) or other assets of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Prospectus. (iv) There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation or any of the Subsidiaries has received notice or of which any of them has knowledge against the Mineral Title of the Corporation or any of the Subsidiaries or any part thereof. (v) To the best of the knowledge, information and belief, after due inquiry, of the Corporation, all mineral exploration on the Material Mining Properties by the Corporation has been conducted in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace Applicable Laws have been complied with in all material respects. (vi) To the best of the knowledge, information and belief of the Corporation, after due inquiry, there are no claims with respect to native or indigenous rights currently or pending or threatened with respect to any of the properties of the Corporation or any of the Subsidiaries. (vii) With respect to information disclosed in the Prospectus: (i) other than the Guayabales Project and the San Antonio Project, the Corporation does not, directly or indirectly, hold any interest in a project on a mineral property that is material to the Corporation for the purpose of NI 43-101; and (ii) the Corporation has duly filed with the applicable Securities Commissions in compliance with applicable Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Securities Commissions and all such reports (as amended) comply in all material respects with the requirements thereof. (viii) The Corporation made available to the respective authors thereof prior to the issuance of the Technical Reports relating to the Material Mining Properties, for the purpose of preparing the Technical Reports, as applicable, all material information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available. The Technical Reports comply in all material respects with the requirements of NI 43-101 as at the date of each such Technical Report.

Mining. (i) The Corporation or one of its Subsidiaries holds freehold title, mining leases, mining claims, mining licences, mining concessions or other conventional proprietary interests or rights (“Mineral Title”) recognized Except as disclosed in the jurisdiction in which the Guayabales Project and the San Antonio Project (the “Material Mining Properties”) are locatedSEC Documents, in respect of the ore bodies and minerals in such mining property under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Corporation or one of its Subsidiaries, as the case may be, to carry out its current operations, with only such exceptions as are described in the Prospectus. In addition, the Corporation or one of its Subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting the Corporation or one of its Subsidiaries, as the case may be, the rights and ability to carry out its current operations described in the Prospectus, all as referred to in the Prospectus, with only such exceptions as are described in the Prospectus. Each of the aforementioned interests and rights is currently in good standing except as are described in the Prospectus or those interests and rights which, if not kept in good standing, would not have a Material Adverse Effect. (ii) All assessments or other work required to be performed in relation to the Mineral Title of the Corporation and each of the Subsidiaries, in order to maintain their interest in the Material Mining Properties, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable Laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments except in respect of Mineral Title that the Corporation or a Subsidiary intends to abandon or relinquish. (iii) Except and to the extent set forth in the Prospectusall: (i) all of mines and mining related activities where the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary holds the property and assets of the Material Mining Properties (including any interest in, or right to earn an interest in, any Mineral Title or other property right related thereto) (collectively, the “Material Mining Agreements”) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof; (ii) none of the Corporation nor any Subsidiary has received written or oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any person of any Material Mining Agreement or Mineral Title, or has become aware of any intention on the part of, nor has there been any announcement by, any person to terminate, cancel, declare invalid or unenforceable or revoke any Material Mining Agreement or Mineral Title; (iii) none of the Corporation nor any Subsidiary is in default of any provision of any Material Mining Agreement nor has any such default been alleged, and the properties and assets of the Material Mining Properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid; and (iv) none of the properties (or any interest in, or right to earn an interest in, any such property) or other assets of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Prospectus. (iv) There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation Company or any of the its Subsidiaries has received notice or of which any of them has knowledge against the Mineral Title of the Corporation or any of the Subsidiaries or any part thereof. (v) To the best of the knowledgeis operator have been explored, information developed and belief, after due inquiry, of the Corporation, all mineral exploration on the Material Mining Properties by the Corporation has been conducted operated in accordance with good mining and engineering practices and in compliance in all material respects with all applicable laws, including all applicable workers’ compensation and health and safety and workplace Applicable Laws have been complied with in all material respects. (vi) To laws, during such time as the best of the knowledge, information and belief of the Corporation, after due inquiry, there are no claims with respect to native or indigenous rights currently or pending or threatened with respect to any of the properties of the Corporation Company or any of the Subsidiaries. (vii) With respect to information disclosed in the Prospectus: (i) other than the Guayabales Project and the San Antonio Project, the Corporation does not, directly or indirectly, hold any interest in a project on a mineral property that is material to the Corporation for the purpose of NI 43-101its Subsidiaries was operator; and (ii) mines located in or on the Corporation has duly filed with lands of the applicable Securities Commissions in compliance with applicable Canadian Securities Laws all technical reports required Company or any of the Subsidiaries or lands pooled or unitized therewith, which have been abandoned by NI 43-101 to be filed with the Securities Commissions and all such reports (as amended) comply Company or a Subsidiary have in all material respects been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable laws. The Company and the requirements thereof. (viii) The Corporation made available Subsidiaries hold the Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to access, explore the mineral deposits relating thereto as are appropriate in view of their respective rights and interests therein; all such Mining Rights have been validly located and, to the respective authors thereof prior to the issuance best of the Technical Reports Company’s knowledge after having made due investigation, recorded by the applicable regulatory authorities in accordance with all applicable laws and are valid, in full force and effect, enforceable in accordance with their respective terms and neither the Company nor any Subsidiary is in default of any of the material provisions of any such agreements, including failure to fulfill any payment or work obligation thereunder, nor has any such default been alleged. There are no environmental audits, evaluations, assessments, studies or tests relating to the Material Mining Properties, Company or its Subsidiaries except for ongoing assessments conducted by or on behalf of the purpose of preparing Company and its Subsidiaries in the Technical Reports, as applicable, all material information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available. The Technical Reports comply in all material respects with the requirements of NI 43-101 as at the date of each such Technical Reportordinary course.

Mining. (i) The Corporation or one of its Subsidiaries holds freehold title, mining leases, mining claims, mining licences, mining concessions or other conventional proprietary interests or rights (“Mineral Title”) recognized in the jurisdiction in which the Guayabales Project and the San Antonio Project (the “Material Mining Properties”) are is located, in respect of the ore bodies and minerals in such mining property under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Corporation or one of its Subsidiaries, as the case may be, to carry out its current operations, with only such exceptions as are described in the Prospectus. In addition, the Corporation or one of its Subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting the Corporation or one of its Subsidiaries, as the case may be, the rights and ability to carry out its current operations described in the Prospectus, all as referred to in the Prospectus, with only such exceptions as are described in the Prospectus. Each of the aforementioned interests and rights is currently in good standing except as are described in the Prospectus or those interests and rights which, if not kept in good standing, would not have a Material Adverse Effect. (ii) All assessments or other work required to be performed in relation to the Mineral Title of the Corporation and each of the Subsidiaries, in order to maintain their interest in the Material Mining PropertiesGuayabales Project, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable Laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments except in respect of Mineral Title that the Corporation or a Subsidiary intends to abandon or relinquish. (iii) Except and to the extent set forth in the Prospectus: (i) all of the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary holds the property and assets of the Material Mining Properties Guayabales Project (including any interest in, or right to earn an interest in, any Mineral Title or other property right related thereto) (collectively, the “Material Mining Agreements”) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof; (ii) none of the Corporation nor any Subsidiary has received written or oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any person of any Material Mining Agreement or Mineral Title, or has become aware of any intention on the part of, nor has there been any announcement by, any person to terminate, cancel, declare invalid or unenforceable or revoke any Material Mining Agreement or Mineral Title; (iii) none of the Corporation nor any Subsidiary is in default of any provision of any Material Mining Agreement nor has any such default been alleged, and the properties and assets of the Material Mining Properties Guayabales Project are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid; and (iv) none of the properties (or any interest in, or right to earn an interest in, any such property) or other assets of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Prospectus. (iv) There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation or any of the Subsidiaries has received notice or of which any of them has knowledge against the Mineral Title of the Corporation or any of the Subsidiaries or any part thereof. (v) To the best of the knowledge, information and belief, after due inquiry, of the Corporation, all mineral exploration on the Material Mining Properties Guayabales Project by the Corporation has been conducted in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace Applicable Laws have been complied with in all material respects. (vi) To the best of the knowledge, information and belief of the Corporation, after due inquiry, there are no claims with respect to native or indigenous rights currently or pending or threatened with respect to any of the properties of the Corporation or any of the Subsidiaries. (vii) With respect to information disclosed in the Prospectus: (i) other than the Guayabales Project and the San Antonio Project, the Corporation does not, directly or indirectly, hold any interest in a project on a mineral property that is material to the Corporation for the purpose of NI 43-101; and (ii) the Corporation has duly filed with the applicable Securities Commissions in compliance with applicable Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Securities Commissions and all such reports (as amended) comply in all material respects with the requirements thereof. (viii) The Corporation made available to the respective authors thereof prior to the issuance of the Technical Reports relating to the Material Mining PropertiesGuayabales Project and San Antonio Project, for the purpose of preparing the Technical Reports, as applicable, all material information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available. The Technical Reports comply in all material respects with the requirements of NI 43-101 as at the date of each such Technical Report.

Mining. (i) The Corporation or one of its Subsidiaries holds freehold title, mining leases, mining claims, mining licences, mining concessions or other conventional proprietary interests or rights (“Mineral Title”) recognized in the jurisdiction in which the Guayabales Project and the San Antonio Project (the “Material Mining Properties”) are is located, in respect of the ore bodies and minerals in such mining property under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit the Corporation or one of its Subsidiaries, as the case may be, to carry out its current operations, with only such exceptions as are described in the Prospectus. In addition, the Corporation or one of its Subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting the Corporation or one of its Subsidiaries, as the case may be, the rights and ability to carry out its current operations described in the Prospectus, all as referred to in the Prospectus, with only such exceptions as are described in the Prospectus. Each of the aforementioned interests and rights is currently in good standing except as are described in the Prospectus or those interests and rights which, if not kept in good standing, would not have a Material Adverse Effect. (ii) All assessments or other work required to be performed in relation to the Mineral Title of the Corporation and each of the Subsidiaries, in order to maintain their interest in the Material Mining PropertiesGuayabales Project, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable Laws in connection with such work and assessments as well as with regard to legal, contractual obligations to third parties in connection with such work and assessments except in respect of Mineral Title that the Corporation or a Subsidiary intends to abandon or relinquish. (iii) Except and to the extent set forth in the Prospectus: (i) all of the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary holds the property and assets of the Material Mining Properties Guayabales Project (including any interest in, or right to earn an interest in, any Mineral Title or other property right related thereto) (collectively, the “Material Mining Agreements”) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof; (ii) none of the Corporation nor any Subsidiary has received written or oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any person of any Material Mining Agreement or Mineral Title, or has become aware of any intention on the part of, nor has there been any announcement by, any person to terminate, cancel, declare invalid or unenforceable or revoke any Material Mining Agreement or Mineral Title; (iii) none of the Corporation nor any Subsidiary is in default of any provision of any Material Mining Agreement nor has any such default been alleged, and the properties and assets of the Material Mining Properties Guayabales Project are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid; and (iv) none of the properties (or any interest in, or right to earn an interest in, any such property) or other assets of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Prospectus. (iv) There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation or any of the Subsidiaries has received notice or of which any of them has knowledge against the Mineral Title of the Corporation or any of the Subsidiaries or any part thereof. (v) To the best of the knowledge, information and belief, after due inquiry, of the Corporation, all mineral exploration on the Material Mining Properties Guayabales Project by the Corporation has been conducted in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace Applicable Laws have been complied with in all material respects. (vi) To the best of the knowledge, information and belief of the Corporation, after due inquiry, there are no claims with respect to native or indigenous rights currently or pending or threatened with respect to any of the properties of the Corporation or any of the Subsidiaries. (vii) With respect to information disclosed in the Prospectus: (i) other than the Guayabales Project and the San Antonio Project, the Corporation does not, directly or indirectly, hold any interest in a mineral project on or in a mineral property that is material to the Corporation for the purpose of NI 43-101; and (ii) the Corporation has duly filed with the applicable Securities Commissions in compliance with applicable Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Securities Commissions and all such reports (as amended) comply in all material respects with the requirements thereof. (viii) The Corporation made available to the respective authors thereof prior to the issuance of the Technical Reports relating to the Material Mining PropertiesGuayabales Project and San Antonio Project, for the purpose of preparing the Technical Reports, as applicable, all material information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available. The Technical Reports comply in all material respects with the requirements of NI 43-101 as at the date of each such Technical Report.