Common use of Interest in Mineral Rights Clause in Contracts

Interest in Mineral Rights. (a) Except as disclosed in Section 4.24 of the Augusta Disclosure Letter, none of Augusta nor its subsidiaries owns any real property with a value in excess of US$500,000, other than Augusta Mineral Rights. (b) All of the mineral interests, rights and ancillary rights (including any fee land, patented and unpatented mining claims and mill sites, deeds, concessions, exploration licences, exploitation licences, prospecting permits, mining leases, mining rights, easements and leases) (collectively, the “Mineral Rights”) held by Augusta and its subsidiaries (the “Augusta Mineral Rights”) are set out in all material respects, in Augusta’s NI 43-101 technical report entitled “NI 43-101 Technical Report Updated Feasibility Study, Pima County, Arizona, USA” dated August 28, 2012. (c) Except as disclosed in Section 4.24 of the Augusta Disclosure Letter: (i) Augusta or a subsidiary of Augusta is the sole legal and beneficial owner of all right, title and interest in and to Augusta Mineral Rights, free and clear of any Liens; (ii) all of Augusta Mineral Rights are valid and subsisting and have been properly located and recorded in compliance with applicable Law; (iii) Augusta Mineral Rights are in good standing under applicable Law and, to the knowledge of Augusta, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, claim maintenance fees, rentals, fees, expenditures, reclamation bonds and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made; (iv) there is no adverse claim, or challenge, in progress, pending or, to the knowledge of Augusta, threatened against, or to, the title to or ownership of any of Augusta Mineral Rights, including any aboriginal and/or tribal title claims; (v) Augusta or a subsidiary of Augusta has the exclusive right to deal with all of Augusta Mineral Rights; (vi) no person other than Augusta and its subsidiaries has any interest in any of Augusta Mineral Rights or the production or profits therefrom; (vii) no person has any back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or options that would affect Augusta’s, or a subsidiary of Augusta’s, interest in any of Augusta Mineral Rights; (viii) each of Augusta and its subsidiaries has (A) taken all necessary actions to preserve all back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or options in its favour and to ensure that such rights, provisions and options remain in full force and effect and (B) not taken any action or failed to take any action, where the taking of such action or failure to act, as the case may be, could reasonably be expected to adversely affect any such rights, provisions or options; (ix) there are no material restrictions on the ability of Augusta and its subsidiaries to use, transfer or exploit any of Augusta Mineral Rights, except pursuant to the applicable Law or the terms of Augusta Mineral Rights; (x) neither Augusta nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority of any revocation or intention to revoke any interest of Augusta or a subsidiary of Augusta in any of Augusta Mineral Rights; (xi) no further material Mineral Rights are required by Augusta or any of its subsidiaries to permit Augusta or any of its subsidiaries to conduct the exploration and development programs as currently contemplated in respect of any of Augusta Mineral Rights; (xii) Augusta and its subsidiaries have all surface and possessory rights, including fee simple estates, leases, patented and unpatented mining claims and mill sites, easements, rights of way and permits or licences from landowners or Governmental Authorities permitting the use of land by Augusta and its subsidiaries, and mineral interests that are required to exploit in all material respects the development potential of Augusta Mineral Rights as contemplated in Augusta Public Disclosure Record filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such surface rights or Mineral Rights that would be required by Augusta to so develop any of Augusta Mineral Rights; and (xiii) none of Augusta or any of its subsidiaries has abandoned any Mineral Rights or mines.

Interest in Mineral Rights. (a) Except as disclosed in Section 4.24 of the Augusta Disclosure Letter, none of Augusta neither the Company nor its subsidiaries owns any real property with a value in excess of US$500,000, other than Augusta the Company Mineral Rights. (b) All of the mineral interests, rights and ancillary rights (including any fee land, patented and unpatented mining claims and mill sites, deeds, concessions, exploration licences, exploitation licences, prospecting permits, mining leases, mining rights, easements and leases) (collectively, the “Mineral Rights”) held by Augusta the Company and its subsidiaries (the “Augusta Company Mineral Rights”) are set out in all material respects, in Augusta’s NI 43-101 technical report entitled “NI 43-101 Technical Report Updated Feasibility Study, Pima County, Arizona, USA” dated August 28, 2012Section 4.24 of the Disclosure Letter. (c) Except as disclosed in Section 4.24 of the Augusta Disclosure Letter: (i) Augusta the Company or a subsidiary of Augusta the Company is the sole legal and beneficial owner of all right, title and interest in and to Augusta the Company Mineral Rights, free and clear of any LiensEncumbrances; (ii) all of Augusta the Company Mineral Rights are valid and subsisting and have been properly located and recorded in compliance with applicable Law; (iii) Augusta the Company Mineral Rights are in good standing under applicable Law and, to the knowledge of Augustathe Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, claim maintenance fees, rentals, fees, expenditures, reclamation bonds and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made; (iv) there is no adverse claim, or challenge, in progress, pending or, to the knowledge of Augustathe Company, threatened against, or to, the title to or ownership of any of Augusta the Company Mineral Rights, including any aboriginal and/or tribal title claims; (v) Augusta the Company or a subsidiary of Augusta the Company has the exclusive right to deal with all of Augusta the Company Mineral Rights; (vi) no person Person other than Augusta the Company and its subsidiaries has any interest in any of Augusta the Company Mineral Rights or the production or profits therefrom; (vii) no person Person has any back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or options that would affect Augusta’s, the Company’s or a subsidiary of Augusta’s, the Company’s interest in any of Augusta the Company Mineral Rights; (viii) each of Augusta the Company and its subsidiaries has (A) taken all necessary actions to preserve all back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or options in its favour and to ensure that such rights, provisions and options remain in full force and effect and (B) not taken any action or failed to take any action, where the taking of such action or failure to act, as the case may be, could reasonably be expected to adversely affect any such rights, provisions or options; (ix) there are no material restrictions on the ability of Augusta the Company and its subsidiaries to use, transfer or exploit any of Augusta the Company Mineral Rights, except pursuant to the applicable Law or the terms of Augusta the Company Mineral Rights; (x) neither Augusta the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority of any revocation or intention to revoke any interest of Augusta the Company or a subsidiary of Augusta the Company in any of Augusta the Company Mineral Rights; (xi) no further material Mineral Rights are required by Augusta the Company or any of its subsidiaries to permit Augusta the Company or any of its subsidiaries to conduct the exploration and development programs as currently contemplated in respect of any of Augusta the Company Mineral Rights; (xii) Augusta the Company and its subsidiaries have all surface and possessory rights, including fee simple estates, leases, patented and unpatented mining claims and mill sites, easements, rights of way and permits or licences from landowners or Governmental Authorities permitting the use of land by Augusta the Company and its subsidiaries, and mineral interests that are required to exploit in all material respects the development potential of Augusta the Company Mineral Rights as contemplated in Augusta the Company Public Disclosure Record filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such surface rights or Mineral Rights that would be required by Augusta the Company to so develop any of Augusta the Company Mineral Rights; and (xiii) none of Augusta the Company or any of its subsidiaries has abandoned any Mineral Rights or mines.

Interest in Mineral Rights. (ai) Except as disclosed in Section 4.24 None of the Augusta Disclosure Letter, none of Augusta nor Northern Empire or its subsidiaries owns any real property with a value in excess of US$500,000, other than Augusta the Northern Empire Mineral Rights. (bii) All of the mineral interests, rights and ancillary rights (including any fee land, patented and unpatented mining claims and mill sites, deeds, concessions, exploration licences, exploitation licences, prospecting or other permits, approvals, authorizations or consents, mining leases, mining rights, easements and leases, surface use and access rights, and water rights) (collectively, the “Mineral Rights”) held by Augusta Northern Empire and its subsidiaries (the “Augusta Northern Empire Mineral Rights”) are set out in all material respects, in Augusta’s NI 43-101 technical report entitled “NI 43-101 Technical Report Updated Feasibility Study, Pima County, Arizona, USA” dated August 28, 2012Section 3.1(x) of the Northern Empire Disclosure Letter. (ciii) Except as disclosed in Section 4.24 3.1(x) of the Augusta Northern Empire Disclosure Letter: (iA) Augusta Northern Empire or a subsidiary of Augusta Northern Empire is the sole legal and beneficial owner of all right, title and interest in and to Augusta the Northern Empire Mineral Rights, free and clear of any Liens; (iiB) Northern Empire or a subsidiary of Northern Empire has good and sufficient title to the Northern Empire Mineral Rights and all of Augusta the Northern Empire Mineral Rights are valid and subsisting and have been properly located and recorded in compliance with applicable Law; (iiiC) Augusta the Northern Empire Mineral Rights are in good standing under applicable Law and, to the knowledge of AugustaNorthern Empire, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, claim maintenance feesfees required to be paid under federal law in lieu of the performance of assessment work, in order to maintain the claims for all assessment years to which such fees apply, rentals, fees, expenditures, reclamation bonds and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been mademade or will be timely and properly performed on or for the benefit of the claims, and affidavits evidencing such work were or will be timely recorded, for all assessment years up to and including the assessment year ending on August 31, 2018; (ivD) there is no material adverse claim, or material challenge, in progress, pending or, to the knowledge of AugustaNorthern Empire, threatened against, or to, the title to or ownership of any of Augusta the Northern Empire Mineral Rights, including any aboriginal and/or tribal title claims; (vE) Augusta Northern Empire or a subsidiary of Augusta Northern Empire has the exclusive right to deal with all of Augusta the Northern Empire Mineral Rights; (viF) no person other than Augusta Northern Empire and its subsidiaries has any right, title, or interest in any of Augusta the Northern Empire Mineral Rights or the production or profits therefromtherefrom or any royalty in respect thereof or any right to acquire any such interest, and there are no adverse or competing claims in respect thereof; (viiG) no person has any back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or options that would affect Augusta’s, Northern Empire’s or a subsidiary of Augusta’sNorthern Empire’s right, title, or interest in any of Augusta the Northern Empire Mineral Rights; (viii) each of Augusta and its subsidiaries has (A) taken all necessary actions to preserve all back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or options in its favour and to ensure that such rights, provisions and options remain in full force and effect and (B) not taken any action or failed to take any action, where the taking of such action or failure to act, as the case may be, could reasonably be expected to adversely affect any such rights, provisions or options; (ixH) there are no material restrictions on the ability of Augusta Northern Empire and its subsidiaries to use, transfer or exploit any of Augusta the Northern Empire Mineral Rights, except pursuant to the applicable Law or the terms of Augusta the Northern Empire Mineral Rights; (xI) neither Augusta Northern Empire nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority Entity of any revocation or intention to revoke any interest of Augusta Northern Empire or a subsidiary of Augusta Northern Empire in any of Augusta the Northern Empire Mineral Rights;; and (xiJ) no further material Mineral Rights are required by Augusta or any of its subsidiaries to permit Augusta or any of its subsidiaries to conduct the exploration and development programs as currently contemplated in respect of any of Augusta Mineral Rights; (xii) Augusta Northern Empire and its subsidiaries have all surface rights and possessory rights, including fee simple estates, leases, patented and unpatented mining claims and mill sites, easements, rights of way and permits or licences from landowners or Governmental Authorities permitting the use of land by Augusta and its subsidiaries, and mineral interests that are Mineral Rights required to exploit in all material respects the development potential of Augusta the Northern Empire Mineral Rights as contemplated in Augusta the Northern Empire Public Disclosure Record filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such surface rights or and Mineral Rights that would be required by Augusta Northern Empire to so develop any of Augusta Northern Empire Mineral Rights; and. (xiiiK) none Northern Empire and its subsidiaries have the right to use of Augusta the water rights required for or associated with the Northern Empire Mineral Rights as set forth in Section 3.1(x) of the Northern Empire Disclosure Letter and such water rights are valid and in good standing. (iv) None of Northern Empire or any of its subsidiaries has abandoned any Mineral Rights or mines.