Winnipeg Uses in Conditions of Closing:Purchaser Clause

Conditions of Closing:Purchaser from Purchase and Sale Agreement

GRANDVIEW GOLD INC., a company incorporated under the laws of the Province of Ontario and having its registered office at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8,

Conditions of Closing:Purchaser. The obligation of the Purchaser to complete the purchase of the Mineral Properties contemplated by this Agreement is subject to the fulfillment of each of the following conditions: (a) Due Diligence. The Purchaser shall be satisfied with the results of its ongoing due diligence work concerning Grandview and the Mineral Properties, including, without limitation, its review of Grandview business, operations and affairs, the Mineral Properties and title thereto and the facilities and contractual agreements associated with the Mineral Properties and financial forecasts associated with production from the Mineral Properties; (b) Legal Documentation. The Purchaser and its legal counsel shall be satisfied with the legal documentation related to the purchase and sale contemplated by this Agreement, including, without limitation, the content of the representations and warranties and the Schedules to this Agreement; (c) Representations and Warranties. The representations and warranties of Grandview contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date and the Purchaser shall have received a certificate signed by a senior officer of Grandview to the effect that the matters represented and warranted by Grandview in this Agreement are true and correct as of the Closing Date with the same force and effect as if made on the Closing Date; (d) Corporate Authorizations and Consents. The directors of Grandview shall have approved of the sale of the Mineral Properties contemplated by this Agreement and the other transactions contemplated by this Agreement, including, without limitation, the consent to any services agreement which may be entered into between the Purchaser and Grandview for the provision of the services of one or more of Grandview directors or senior officers; (e) Delivery of Documents. All documents necessary or, in the view of counsel to the Purchaser, appropriate, to complete the transfer of legal and beneficial ownership in and to the Mineral Properties shall have been delivered at the Closing; (f) Consents. All consents and waivers to be obtained by Grandview from all third parties, including, without limitation, from First Nations, that are necessary to complete the transfer or assignment of the Mineral Properties to the Purchaser, without causing other liabilities or claims by third parties, shall have been obtained; (g) Covenants. All of the covenants and agreements of Grandview to be performed on or before the Closing Date pursuant to this Agreement shall have been duly performed and the Purchaser shall have received a certificate signed by a senior officer of Grandview to the effect that the covenants and agreements of Grandview to be performed on or before the Closing Date pursuant to this Agreement have been duly performed; (h) Opinion. The Purchaser shall have received an opinion of counsel to Grandview, in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, with respect to all such matters as counsel to the Purchaser may reasonably request relating to: (i) the corporate status of Grandview; and (ii) the due authorization, execution and delivery of this Agreement and the enforceability of all such documents in accordance with their terms, subject to qualifications relating to bankruptcy or insolvency laws affecting creditors rights generally and the availability of discretionary equitable remedies. (i) Required Work or Payment in Lieu. Grandview shall have performed all required work that is required in respect of the claims comprising the Mineral Properties or shall have paid the dollar value of the unperformed required work to the recorder and shall have filed all reports in relation to the required work, all in accordance with The Mines and Minerals Act (Manitoba) and shall have received or shall be entitled to receive from the recorder a certificate of acceptance in connection with the required work or payments; and (j) Discharges and Disclaimers. Purchaser shall have obtained at its own effort and expense, in a form acceptable to Grandview and the Purchaser, both acting reasonably: (i) an irrevocable disclaimer from Augusta Gold Mines Ltd. pursuant to which Augusta Gold Mines Ltd. shall disclaim any and all of its interest in and to an Agreement (Operating) between Augusta Gold Mines Ltd. and Reco Gold Mining Co. Ltd. registered September 18, 1984 under document number 15326 in the Manitoba Mining Recorders Office with respect to the Packsak Crown Grant / Mineral Lease ML-026. Grandview shall cooperate with the Purchaser to obtain appropriate and, when filed with the Manitoba Mining Recorders Office effective amendments to or discharges of interests, as the case may be, with respect to the interests described in this Section 5.1(j). Grandview shall exercise its commercially best efforts to complete all requirements to close

Conditions of Closing:Purchaser from Purchase and Sale Agreement

GRANDVIEW GOLD INC., a company incorporated under the laws of the Province of Ontario and having its registered office at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8,

Conditions of Closing:Purchaser. The obligation of the Purchaser to complete the purchase of the Mineral Properties contemplated by this Agreement is subject to the fulfillment of each of the following conditions: (a) Due Diligence. The Purchaser shall be satisfied with the results of its ongoing due diligence work concerning Grandview and the Mineral Properties, including, without limitation, its review of Grandview business, operations and affairs, the Mineral Properties and title thereto and the facilities and contractual agreements associated with the Mineral Properties and financial forecasts associated with production from the Mineral Properties; (b) Legal Documentation. The Purchaser and its legal counsel shall be satisfied with the legal documentation related to the purchase and sale contemplated by this Agreement, including, without limitation, the content of the representations and warranties and the Schedules to this Agreement; (c) Representations and Warranties. The representations and warranties of Grandview contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date and the Purchaser shall have received a certificate signed by a senior officer of Grandview to the effect that the matters represented and warranted by Grandview in this Agreement are true and correct as of the Closing Date with the same force and effect as if made on the Closing Date; (d) Corporate Authorizations and Consents. The directors of Grandview shall have approved of the sale of the Mineral Properties contemplated by this Agreement and the other transactions contemplated by this Agreement, including, without limitation, the consent to any services agreement which may be entered into between the Purchaser and Grandview for the provision of the services of one or more of Grandview directors or senior officers; (e) Delivery of Documents. All documents necessary or, in the view of counsel to the Purchaser, appropriate, to complete the transfer of legal and beneficial ownership in and to the Mineral Properties shall have been delivered at the Closing; (f) Consents. All consents and waivers to be obtained by Grandview from all third parties, including, without limitation, from First Nations, that are necessary to complete the transfer or assignment of the Mineral Properties to the Purchaser, without causing other liabilities or claims by third parties, shall have been obtained; (g) Covenants. All of the covenants and agreements of Grandview to be performed on or before the Closing Date pursuant to this Agreement shall have been duly performed and the Purchaser shall have received a certificate signed by a senior officer of Grandview to the effect that the covenants and agreements of Grandview to be performed on or before the Closing Date pursuant to this Agreement have been duly performed; (h) Opinion. The Purchaser shall have received an opinion of counsel to Grandview, in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, with respect to all such matters as counsel to the Purchaser may reasonably request relating to: (i) the corporate status of Grandview; and (ii) the due authorization, execution and delivery of this Agreement and the enforceability of all such documents in accordance with their terms, subject to qualifications relating to bankruptcy or insolvency laws affecting creditors rights generally and the availability of discretionary equitable remedies. (i) Required Work or Payment in Lieu. Grandview shall have performed all required work that is required in respect of the claims comprising the Mineral Properties or shall have paid the dollar value of the unperformed required work to the recorder and shall have filed all reports in relation to the required work, all in accordance with The Mines and Minerals Act (Manitoba) and shall have received or shall be entitled to receive from the recorder a certificate of acceptance in connection with the required work or payments. Grandview shall exercise its commercially best efforts to complete all requirements to close the transaction contemplated by this Agreement. In the event that any of the foregoing conditions are not performed or fulfilled by Grandview, or waived by the Purchaser at or before the Closing Date, the Purchaser may terminate this Agreement, in which event the Purchaser will be released from all obligations under this Agreement, and Grandview will also be so released unless Grandview was reasonably capable of causing such condition or conditions to be fulfilled or unless Grandview has breached any of its covenants or obligations in or under this Agreement. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prej