Common use of Good Standing of Material Subsidiaries Clause in Contracts

Good Standing of Material Subsidiaries. The Corporation’s Material Subsidiaries are listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the Prospectuses, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the Prospectuses, directly or indirectly beneficially owned by the Corporation, free and clear of any Liens; and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. Other than dilution in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock of any Material Subsidiary. No act or proceeding has been taken by or against any Material Subsidiary in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Subsidiaries. The Corporation’s Material material Subsidiaries are listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the ProspectusesOffering Documents, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the ProspectusesOffering Documents, directly or indirectly beneficially owned by the Corporation, free and clear of any Liens; and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. Other than dilution in accordance connection with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005Project Loan Facility, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock of any Material Subsidiary. No act or proceeding has been taken by or against any Material Subsidiary in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Subsidiaries. The Corporation’s material subsidiaries are the Material Subsidiaries are as listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries is a corporation incorporatedcorporation, partnership or limited liability company incorporated or formed, as applicable, organized and existing under the laws of the jurisdiction of incorporation or formation, as applicable, set out in Schedule “A”, is current and up-to-date date, in all material respects, with all material filings required to be made under its governing statute and has the requisite corporate or other power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case case, as described in the Pricing Disclosure Package and the ProspectusesOffering Documents, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares shares, partnership interests or limited liability company membership interests in the capital of each Material Subsidiary have been duly authorized and validly issued, are (with respect to corporate entities) fully paid and are, except as set forth in the Pricing Disclosure Package and the ProspectusesOffering Documents, directly or indirectly beneficially owned by the Corporation, free and clear of any Liensliens or other encumbrances other than: (a) security interests granted in connection with, or permitted by, the Credit Facility and the Senior Notes; (b) transfer restrictions under Applicable Securities Law or the constating documents of such Material Subsidiary; and (c) pursuant to shareholder, partnership, operating, joint venture or similar agreements governing such Material Subsidiary; and, to the knowledge of the Corporation, none of the outstanding shares shares, partnership interests or limited liability company membership interests of the capital stock of any Material Subsidiary was issued in violation of the any pre-emptive or similar rights of any security holder of such subsidiaryrights. Other than dilution in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005, there There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock stock, partnership interests or membership interests of any Material SubsidiarySubsidiary other than to another subsidiary of the Corporation (subject to the enforcement of any security interest granted in connection with the Credit Facility and the Senior Notes). No act or proceeding has been taken by or or, to the knowledge of the Corporation, against any Material Subsidiary in connection with its the liquidation, winding-up or bankruptcy;bankruptcy of such Material Subsidiary.

Good Standing of Material Subsidiaries. The Corporation’s Material Subsidiaries are listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the Prospectuses, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the Prospectuses, directly or indirectly beneficially owned by the Corporation, free and clear of any Liens, other than Permitted Encumbrances; and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiarySubsidiary. Other than dilution in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio Xxxxxx Xxxxxxxxxx, S.A. de C.V. dated October 10, 2005, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock of any Material Subsidiary. No act or proceeding has been taken by or against any Material Subsidiary in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Subsidiaries. The Corporation’s Material Subsidiaries are listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the ProspectusesOffering Documents, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the ProspectusesOffering Documents, directly or indirectly beneficially owned by the Corporation, free and clear of any Liens; and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. Other than dilution in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock of any Material Subsidiary. No act or proceeding has been taken by or against any Material Subsidiary in connection with its liquidation, winding-up or bankruptcy;

Good Standing of Material Subsidiaries. The CorporationCompany’s Material Subsidiaries only subsidiaries are listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries and the Immaterial Subsidiary. The only subsidiaries that are material to the Company and its business, assets, properties and operations are the Material Subsidiaries. The Immaterial Subsidiary has not conducted any business or operations since its formation. Each Material Subsidiary is a corporation incorporatedor company incorporated or established, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”its incorporation, is current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the Prospectuses, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so would not have a Material Adverse Effect. All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and arenon-assessable, except as set forth in the Pricing Disclosure Package and the Prospectuses, are directly or indirectly beneficially owned by the CorporationCompany, free and clear of any LiensLien, except as disclosed in the Offering Documents; and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. Other than dilution in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005, there There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation Company to sell, transfer transfer, encumber or otherwise dispose of any capital stock or assets of any Material Subsidiary. No act or proceeding has been taken by or against any the Material Subsidiary Subsidiaries in connection with its their liquidation, dissolution, winding-up or bankruptcy;

Good Standing of Material Subsidiaries. The Corporation’s material subsidiaries are the Material Subsidiaries are as listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of the Material Subsidiaries is a corporation incorporated, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”, is current and up-to-date date, in all material respects, with all material filings required to be made under its incorporating statute and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the ProspectusesOffering Documents, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and are, except as set forth in the Pricing Disclosure Package and the ProspectusesOffering Documents, directly or indirectly beneficially owned by the Corporation, free and clear of any Liensliens or other encumbrances other than (a) security interests granted in connection with the Credit Facility, (b) transfer restrictions under Applicable Securities Law, and (c) pursuant to shareholder, joint venture or similar agreements disclosed in the Offering Documents; and and, to the knowledge of the Corporation, none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiaryMaterial Subsidiary. Other than dilution in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005, there There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock of any Material SubsidiarySubsidiary (subject to the enforcement of any security interest granted in connection with the Credit Facility). No act or proceeding has been taken by by, or to the knowledge of the Corporation, against any Material Subsidiary in connection with its liquidation, winding-up or bankruptcy;.

Good Standing of Material Subsidiaries. The Corporation’s At the Time of Closing, Orezone's only subsidiaries (as defined in the Business Corporations Act (Ontario)) will be the Material Subsidiaries are (other than Essakane (BVI) Limited) and the Immaterial Subsidiaries listed in Schedule “A” hereto"B" hereto including due to the Acquisition. The only subsidiaries (as defined in the Business Corporations Act (Ontario)) that are material to Orezone and its business, which schedule is trueassets, complete properties and accurate in all respects. Each of operations are the Material Subsidiaries is Subsidiaries. At the Time of Closing, each Material Subsidiary will be a corporation incorporatedor company incorporated or established, organized and existing under the laws of the jurisdiction of incorporation set out in Schedule “A”its incorporation, is will be current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation and has will have the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Pricing Disclosure Package and the Prospectuses, and is will be duly qualified to transact business and is will be in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so would not reasonably be expected to result in a Material Adverse Effect. All At the Time of Closing, all of the issued and outstanding shares in the capital of each Material Subsidiary will have been duly authorized and validly issued, are will be fully paid and arenon-assessable, except as set forth in the Pricing Disclosure Package and the Prospectuses, will be directly or indirectly beneficially owned by the CorporationOrezone, free and clear of any LiensLien; and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. Other than dilution as disclosed in accordance with the terms and conditions of the shareholders agreement in respect of Minera Juanicipio dated October 10, 2005Canadian Final Prospectus, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation Orezone to sell, transfer transfer, encumber or otherwise dispose of any capital stock or assets of any Material SubsidiarySubsidiary or of Gold Fields Burkina Faso SARL or Essakane SARL. No act or proceeding has been taken by or against any the Material Subsidiary Subsidiaries in connection with its their liquidation, dissolution, winding-up or bankruptcy;.