Common use of Books; Records; Inspections Clause in Contracts

Books; Records; Inspections. 5.1. The Payor will keep true and accurate books and records of all of its operations and activities with respect to the Properties and the Minerals, prepared on an accrual basis in accordance with Canadian generally accepted accounting principles, consistently applied. Payee may, from time to time, perform audits or other examinations of all of the books and records of the Payor to confirm the calculation of the NSR Royalty and compliance with the terms of the Agreement including this Appendix. The reasonable expenses of any audit or other examination permitted hereunder shall be paid by Payee, unless the results of such audit or other examination permitted hereunder disclose a deficiency in respect of the NSR Royalty payments paid to Payee hereunder greater than $5,000, in which event the costs of such audit or other examination shall be paid by the Payor. 5.2. Without limiting Paragraph 5.1, upon not less than five Business Days’ notice to Payor, Payee , or its authorized agents or representatives, may, under the direction and control of Payor, enter upon all surface and subsurface portions of the Properties for the purpose of inspecting the Properties, all improvements thereto and operations thereon, and all production records and data pertaining to all production activities and operations on or with respect to the Properties, including without limitation, records and data that are electronically maintained. 5.3. Within 60 days following the end of each calendar year, the Payor will provide Payee with an annual report of Minerals mined, Minerals milled or processed, recoveries, grades, and capital and development expenses with respect to the Properties during such calendar year. Such annual report shall include estimates of proposed expenditures upon, anticipated production from and estimated remaining Mineral reserves on the Properties for the succeeding calendar year and any changes to, or replacements of, the mine plan or any “life of mine plan” with respect to the Properties. The Payor will provide Payee with a copy of any “life of mine plan”, if produced, within 30 days of its approval by Payor and any changes to, or replacements of, any such “life of mine plan” or any mine plan within 30 days after such change or replacement thereof.

Books; Records; Inspections. 5.1. (a) The Payor will Owner shall keep true and accurate books and records of all of its operations and activities with respect to the Properties Property and the Minerals, prepared on an accrual basis in accordance with Canadian generally accepted accounting principles, consistently applied. Payee Grantee may, from time to time, perform audits or other examinations of all of the Owner’s books and records of the Payor to confirm all calculations made by the calculation of the NSR Royalty Owner and compliance with the terms of the Agreement this Agreement, including this Appendixwithout limitation, calculations of Net Smelter Returns. Grantee shall promptly commence, and diligently complete, any audit or other examination permitted hereunder. The reasonable expenses of any audit or other examination permitted hereunder shall be paid by PayeeGrantee, unless the results of such audit or other examination permitted hereunder disclose a deficiency in respect of the NSR Royalty payments paid to Payee Grantee hereunder in a quarterly amount greater than $5,00015,000, in which event the costs of such audit or other examination shall be paid by the PayorOwner. 5.2(b) Within 90 days following the end of each calendar year, the Owner shall provide Grantee with an annual report of Minerals mined, Minerals milled, recoveries grades, Net Smelter Returns, Expenses and capital and development expenses with respect to the Property during such calendar year. Without limiting Paragraph 5.1Such annual report shall include estimates of proposed expenditures upon, upon anticipated production from and estimated remaining Mineral reserves on the Property for the succeeding calendar year, and any changes to, or replacements of, the mine plan or any “life of mine” plan with respect to the Property. The Owner shall provide Grantee with a copy of any “life of mine plan”, if produced, within 30 days after its approval by Owner, and any changes to, or replacements of, any such “life of mine” plan within 30 days after such change or replacement thereof. The Owner agrees, at the request of Grantee, to provide Grantee with such data or reports as may be reasonably required to file with the relevant stock exchanges or securities commissions in connection with any listing applications or prospectus filings. (c) Upon not less than five Business Days5 business days’ notice to Payorthe Owner, Payee Grantee, or its authorized agents or representatives, may, under the direction and control of Payorthe Owner, may enter upon all surface and subsurface portions of the Properties Property for the purpose of inspecting the PropertiesProperty, all improvements thereto and operations thereon, and all production records and data pertaining to all production activities and operations on or with respect to the PropertiesProperty, including without limitation, records and data that are electronically maintained. 5.3. Within 60 days following Grantee, or its authorized agents or representatives, shall enter upon the end of each calendar year, the Payor will provide Payee with an annual report of Minerals mined, Minerals milled Property at its or processed, recoveries, gradestheir own risk and expense, and capital and development expenses with respect shall not hinder the operations or activities on or relating to the Properties during such calendar year. Such annual report shall include estimates of proposed expenditures upon, anticipated production from and estimated remaining Mineral reserves on the Properties for the succeeding calendar year and any changes to, or replacements of, the mine plan or any “life of mine plan” with respect to the Properties. The Payor will provide Payee with a copy of any “life of mine plan”, if produced, within 30 days of its approval by Payor and any changes to, or replacements of, any such “life of mine plan” or any mine plan within 30 days after such change or replacement thereofProperty.

Books; Records; Inspections. 5.18.1. The Payor will FCM shall keep true and accurate books and records of all of its operations and activities with respect to the Properties Properties, including the mining of Minerals therefrom and the mining, treatment, processing, refining and transportation of Minerals, prepared on an accrual basis in accordance with Canadian generally accepted accounting principlesIFRS, consistently applied. Payee maySubject to complying with the confidentiality provisions of this NSR Agreement, from time Nuinsco and/or its authorized representatives shall be entitled, upon delivery of 10 (ten) Business Days advance notice, and during the normal business hours of FCM, to time, perform audits or other reviews and examinations of all of the FCM's books and records relevant to the calculation and payment of the Payor Royalty pursuant to this NSR Agreement once per calendar year to confirm the calculation of the NSR Royalty and compliance with the terms of this NSR Agreement, including without limitation, calculations of Net Smelter Returns. Without limiting the Agreement generality of the foregoing, Nuinsco shall have the right to audit all invoices and other records relating to the transportation of Minerals from the Properties to any Processor at which Minerals from the Properties may be milled, smelted, concentrated, refined or otherwise treated or processed, including this Appendixthe transportation of Minerals in the form of concentrates, doré, slag or other waste products from any mill at which Minerals from the Properties may be milled, to a Processor. The reasonable Nuinsco shall diligently complete any audit or other examination permitted hereunder. All expenses of any audit or other examination permitted hereunder shall be paid by PayeeXxxxxxx, unless the results of such audit or other examination permitted hereunder disclose a deficiency in respect of the NSR any Royalty payments paid to Payee Nuinsco hereunder in respect of the period being audited or examined in an amount greater than $5,0005% of the amount of the Royalty properly payable with respect to such period, in which event the costs all expenses of such audit or other examination shall be paid by the PayorFCM. 5.28.2. Without limiting Paragraph 5.1In performing such audit Nuinsco and/or its agents shall have reasonable access to all sampling, upon not less than five Business Days’ notice assay, weighing, and production records, including all mining, stockpile and milling records of FCM relating to Payorany Minerals derived from the Properties (and Nuinsco shall be allowed to make notes or a photocopy thereof), Payee , all of which such records shall be kept and retained by FCM or its authorized agents or representatives, may, under the direction and control of Payor, enter upon all surface and subsurface portions operator of the Properties in accordance with good mining industry practice for the purpose period of inspecting the Properties, all improvements thereto and operations thereon, and all production records and data pertaining to all production activities and operations on or with respect to the Properties, including without limitation, records and data that are electronically maintainedretention required herein. 5.3. Within 60 days following the end of each calendar year, the Payor will provide Payee with an annual report of Minerals mined, Minerals milled or processed, recoveries, grades, and capital and development expenses with respect to the Properties during such calendar year. Such annual report shall include estimates of proposed expenditures upon, anticipated production from and estimated remaining Mineral reserves on the Properties for the succeeding calendar year and any changes to, or replacements of, the mine plan or any “life of mine plan” with respect to the Properties. The Payor will provide Payee with a copy of any “life of mine plan”, if produced, within 30 days of its approval by Payor and any changes to, or replacements of, any such “life of mine plan” or any mine plan within 30 days after such change or replacement thereof.

Books; Records; Inspections. 5.1. The Payor will (a) the Optionee shall keep true true, complete and accurate books and records of all of its operations and activities with respect to the Properties Property, including the mining of Minerals therefrom and the mining, treatment, processing, refining and transportation of Minerals, prepared on an accrual basis in accordance with Canadian generally accepted accounting principlesprincipals. Subject to complying with the confidentiality provisions of this Agreement, consistently applied. Payee mayXxxxxxx and/or its authorized representatives shall be entitled, from time upon delivery of three (3) Business Days' advance notice, and during the normal business hours of the Optionee, to time, perform audits or other reviews and examinations of all of the Optionee's books and records relevant to the calculation and payment of the Payor 2% NSR pursuant to this Agreement no more than once per calendar year to confirm the calculation of the NSR Royalty and compliance with the terms of this Agreement, including without limitation, calculations of Net Smelter Returns. Without limiting the Agreement including this Appendixgenerality of the foregoing, Xxxxxxx shall have the right to audit all invoices and other records relating to the transportation of Minerals from the Property to any mill, refinery or other Processor at which Minerals from the Property may be milled, smelted, concentrated, refined or otherwise treated or processed, and relating to the transportation of Minerals in the form of concentrates, dor& slag or other waste products from any mill at which Minerals from the Property may be milled, to a Processor. The reasonable Xxxxxxx shall diligently complete any audit or other examination permitted hereunder. All expenses of any audit or other examination permitted hereunder shall be paid by PayeeXxxxxxx, unless the results of such audit or other examination permitted hereunder disclose a deficiency in respect of the NSR Royalty any payments paid to Payee Xxxxxxx hereunder in respect of the period being audited or examined in an amount greater than $5,0005% of the amounts properly payable with respect to such period, in which event the costs all expenses of such audit or other examination shall be paid by the PayorOptionee. 5.2. Without limiting Paragraph 5.1(b) In performing such audit Xxxxxxx and/or its agents shall have reasonable access to all sampling, upon not less than five Business Days’ notice to Payorassay, Payee weighing, or its authorized agents or representativesand production records, mayincluding all mining, under the direction stockpile and control of Payor, enter upon all surface and subsurface portions milling records of the Properties Optionee relating to the Property and any Minerals derived from the Property (and Xxxxxxx shall be allowed to make notes or a photocopy thereof), all of which such records shall be kept and retained by the Optionee or operator of the Property in accordance with good mining industry practice for the purpose period of inspecting the Properties, all improvements thereto and operations thereon, and all production records and data pertaining to all production activities and operations on or with respect to the Properties, including without limitation, records and data that are electronically maintainedretention set out in Section 2. 5.3. Within 60 days following the end of each calendar year, the Payor will provide Payee with an annual report of Minerals mined, Minerals milled or processed, recoveries, grades, and capital and development expenses with respect to the Properties during such calendar year. Such annual report shall include estimates of proposed expenditures upon, anticipated production from and estimated remaining Mineral reserves on the Properties for the succeeding calendar year and any changes to, or replacements of, the mine plan or any “life of mine plan” with respect to the Properties. The Payor will provide Payee with a copy of any “life of mine plan”, if produced, within 30 days of its approval by Payor and any changes to, or replacements of, any such “life of mine plan” or any mine plan within 30 days after such change or replacement thereof.

Books; Records; Inspections. 5.1. (a) The Payor will Owner shall keep true complete and accurate books and records of all of its operations and activities with respect to the Properties Property, including the mining of Minerals therefrom and the Mineralstreatment, processing, refining and transportation of Minerals derived therefrom, prepared on an accrual basis in accordance with Canadian generally accepted accounting principles, IFRS consistently applied. Payee maySubject to complying with the confidentiality provisions of this Agreement, from time the Holder and/or its authorized representatives shall be entitled, at their sole expense and sole risk, upon delivery of three (3) Business Days’ advance notice, and during the normal business hours of the Owner, to time, perform audits or other reviews and examinations of all of the Owner’s books and records relevant to the calculation and payment of the Payor Royalty pursuant to this Agreement no more than once per calendar year to confirm the calculation of the NSR Royalty and compliance with the terms of the Agreement this Agreement, including this Appendixwithout limitation, calculations of Net Smelter Returns. The reasonable Holder shall diligently complete any audit or other examination permitted hereunder. All expenses of any audit or other examination permitted hereunder shall be paid by Payee, unless the results of Holder. (b) In performing such audit or other examination permitted hereunder disclose a deficiency in respect the Holder and/or its agents shall have reasonable access to all sampling, assay, weighing, and production records, including all mining, stockpile, commingling and milling records of the NSR Royalty payments paid Owner relating to Payee hereunder greater than $5,000, in which event the costs of such audit or other examination Property and any Minerals derived from the Property (and the Holder shall be paid allowed to make notes or a photocopy thereof), all of which such records shall be kept and retained by the PayorOwner or operator of the Property in accordance with good mining industry practice for the period of retention set out in Section 5(b). 5.2. Without limiting Paragraph 5.1(c) The Holder and its representatives, at their sole expense and sole risk, shall be entitled upon not less than five delivery of three (3) Business Days’ advance notice in writing to Payor, Payee visit the Property and be granted reasonable access to the Owner’s management on an annual basis, or more frequently if reasonably requested. While on the Property for any reason, the Holder and its authorized agents or representatives, may, under the direction and control of Payor, enter upon representatives must comply with all surface and subsurface portions of the Properties for the purpose Owner’s policies and codes of inspecting the Properties, all improvements thereto and operations thereon, and all production records and data pertaining to all production activities and operations on or with respect to the Propertiesconduct, including without limitation, records and data that are electronically maintained. 5.3. Within 60 days following the end of each calendar year, the Payor will provide Payee with an annual report of Minerals mined, Minerals milled or processed, recoveries, grades, and capital and development expenses policies with respect to the Properties during such calendar year. Such annual report shall include estimates of proposed expenditures upon, anticipated production from health and estimated remaining Mineral reserves on the Properties for the succeeding calendar year and any changes to, or replacements of, the mine plan or any “life of mine plan” with respect to the Properties. The Payor will provide Payee with a copy of any “life of mine plan”, if produced, within 30 days of its approval by Payor and any changes to, or replacements of, any such “life of mine plan” or any mine plan within 30 days after such change or replacement thereofsafety.