Interest in Properties and Mineral Rights. (i) All of Northgate’s and Northgate Subsidiaries’: (A) real properties (collectively, and where material, the “Northgate Property”) and (B) mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Laws or otherwise) (collectively, and where material, the “Northgate Mineral Rights”), are set out in the Northgate Disclosure Letter. Other than the Northgate Property and the Northgate Mineral Rights set out in the Northgate Disclosure Letter, none of Northgate and the Northgate Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.
(ii) Except as disclosed in the Northgate Disclosure Letter, Northgate or one of the Northgate Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Northgate Property and the Northgate Mineral Rights, free and clear of any Encumbrances, other than the Northgate Permitted Encumbrances.
(iii) All of the Northgate Mineral Rights have been properly located and recorded and otherwise granted in compliance with applicable Laws and are comprised of valid and subsisting Northgate Mineral Rights.
(iv) The Northgate Property and the Northgate Mineral Rights are in good standing under applicable Laws and, to the knowledge of Northgate, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) There is no material adverse claim against or challenge to the title to or ownership of the Northgate Property or any of the Northgate Mineral Rights.
(vi) Northgate or a Subsidiary of Northgate has the exclusive right to deal with the Northgate Property and the Northgate Mineral Rights.
(vii) Except as disclosed in the Northgate Disclosure Letter, no Person other than Northgate and the Northgate Subsidiaries has any interest in the Northgate Property or any of the Northgate Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) There are no back-in rights, earn-in rights, purchase options, rights of first refusal or similar provisions or rights which would affect Northg...
Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned real properties (collectively, and where material, the “Property”) and all of the Company’s mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively, and where material, the “Mineral Rights”), are set out in Schedule 4.13(a) of the Company Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure Letter, the Company does not own or have any interest in any real property or any mineral interests and rights.
(b) Except as disclosed on Schedule 4.13(b) of the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any encumbrances.
(c) All of the Mineral Rights have been properly located and recorded in compliance with applicable law and are comprised of valid and subsisting mineral claims.
(d) The Property and the Mineral Rights are in good standing under applicable law and, to the knowledge of the Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(e) There is no adverse claim against or challenge to the title to or ownership of the Property or any of the Mineral Rights.
(f) The Company has the exclusive right to deal with the Property and all of the Mineral Rights.
(g) Except as disclosed in Schedule 4.13(g) of the Company Disclosure Letter, no person other than the Company has any interest in the Property or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s interest in the Property or any of the Mineral Rights.
(i) There are no material restrictions on the ability of the Company to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to the applicable law.
(j) The Company has not received any notice, whether written or oral, from any Governmental Entity of ...
Interest in Properties and Mineral Rights. (i) All of European Goldfields’ and its Subsidiaries’ material real properties (collectively, the “Property”) and all of European Goldfields’ and its Subsidiaries’ material mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, the “Mineral Rights”), are set out in Schedule 3.1(n)(i) of the European Goldfields Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 3.1(n)(i) of the European Goldfields Disclosure Letter, neither European Goldfields nor its Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.
(ii) Except as disclosed in the European Goldfields Public Documents, European Goldfields or one of its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any Liens.
(iii) All of the Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) The Property and the Mineral Rights are in good standing under applicable Law and all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) There is no material adverse claim against or challenge to the title to or ownership of the Property or any of the Mineral Rights.
(vi) European Goldfields or a European Goldfields Material Subsidiary has the exclusive right to deal with the Property and all of the Mineral Rights.
(vii) Except as disclosed in the European Goldfields Public Documents, no Person other than European Goldfields and the European Goldfields Material Subsidiaries has any interest in the Property or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) Except as disclosed in the European Goldfields Public Documents, there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect European Goldfields’ or a Subsidiary’s interest in the Property or any of the Mineral Rig...
Interest in Properties and Mineral Rights. (i) Schedule 3.1(o)(i) of the Company Disclosure Letter discloses, as of the date of this Agreement: (A) all material real property owned by the Company and its Subsidiaries (“Company Owned Real Property”); (B) all material real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement) by the Company or its Subsidiaries, in each case, in connection with the operation of the business of the Company and its Subsidiaries as it is now being conducted (“Company Leased Real Property” and together with the Company Owned Real Property, the “Company Property”); and (C) all Mineral Rights, concessions, leases or claims of the Company and its Subsidiaries that are material to operation to their business as currently conducted (collectively, with the Company Property, the “Company Mineral Interests”).
(ii) The Company or one of its Subsidiaries is the sole holder of record of, and is the sole registered or beneficial owner of, and has valid title to the Company Mineral Interests, free and clear of all Liens (except Company Permitted Liens). The Company or a Subsidiary enjoys peaceful and undisturbed possession of the Company Leased Real Property under Contracts pursuant to which the Company or a Subsidiary holds its interest in the Company Leased Real Property. Neither the Company nor any of its Subsidiaries is in violation of any material covenants, or not in compliance with any material condition or restriction under any leasehold contracts.
(iii) All of the mineral concessions comprising Company Mineral Interests have been properly located and are recorded or in the process of being recorded in compliance with applicable Law in all material respects and are comprised of valid and subsisting mineral claims.
(iv) The Company Mineral Interests are in good standing under applicable Law and, to the knowledge of the Company, all work required to be performed and filed in respect thereof has been performed and filed in all material respects, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred in all material respects, and all material filings in respect thereof have been made. To the knowledge of the Company, the Company or a Subsidiary of the Company has a public or private right of access to all Company Mineral Interests.
(v) Except as set out in Schedule 3.1(o)(v) of the Company Disclosure Letter, no Person other than ...
Interest in Properties and Mineral Rights. (i) All of Bullion’s and its Subsidiaries’ real properties (collectively, the “Bullion Property”) and all of Bullion’s and its Subsidiaries’ mineral interests and rights (including any claims, concessions, exploration licenses, exploitation licenses, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, the “Bullion Mineral Rights”), are set out in Schedule 4.1(o)(i) of the Bullion Disclosure Letter. Other than the Bullion Property and the Bullion Mineral Rights set out in Schedule 4.1(o)(i) of the Bullion Disclosure Letter, neither Bullion nor its Subsidiaries, owns or has any interest in any real property or any mineral interests and rights.
(ii) Except as disclosed on Schedule 4.1(o)(ii) of the Bullion Disclosure Letter, Bullion or a Subsidiary of Bullion is the sole legal and beneficial owner of all right, title and interest in and to the Bullion Property and the Bullion Mineral Rights, free and clear of any Liens.
(iii) All of the Bullion Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) The Bullion Property and the Bullion Mineral Rights are in good standing under applicable Law and, to the knowledge of Bullion, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) There is no adverse claim against or challenge to the title to or ownership of the Bullion Property or any of the Bullion Mineral Rights.
(vi) Bullion or a Subsidiary of Bullion has the exclusive right to deal with the Bullion Property and all of the Bullion Mineral Rights.
(vii) Except as disclosed in Schedule 4.1(o)(vii) of the Bullion Disclosure Letter, no Person other than Bullion and its Subsidiaries has any interest in the Bullion Property or any of the Bullion Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) Except as disclosed in Schedule 4.1(o)(viii) of the Bullion Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Bullion’s or a Subsidiary’s interest in the Bullion Property or any of the Bullion Mineral Rights.
(ix) Th...
Interest in Properties and Mineral Rights. (a) All of the mineral interests and rights (including any claims, mineral leases, concessions, exploration licenses, exploitation and/or mining licenses and prospecting permits) (collectively, the “Purchaser Mineral Rights”) that are currently in effect and held by the Purchaser or any of its Subsidiaries, are disclosed in the Purchaser Data Room. Other than the Purchaser Mineral Rights, the Purchaser does not own or have any interest in any real property or any mineral interests and rights. The Purchaser Mineral Rights grant the Purchaser or one of its Subsidiaries the right to explore for, mine and extract in commercial quantities, minerals under the terms and conditions of the Purchaser Mineral Rights.
(b) The Purchaser or one of its Subsidiaries is the recorded holder of the Purchaser Mineral Rights, free and clear of any Liens except Permitted Liens.
(c) All of the Purchaser Mineral Rights have been properly located and recorded in compliance with Law and are comprised of valid and subsisting claims, mineral leases, concessions, exploration licenses, exploitation and/or mining licenses and prospecting permits.
(d) The Purchaser Mineral Rights are in good standing in all respects under Law and except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to the Purchaser, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(e) There is no material adverse claim against or challenge to the title to or ownership of any of the Purchaser Mineral Rights.
(f) The Purchaser and/or one or more of its Subsidiaries have the exclusive right to deal with all of the Purchaser Mineral Rights, subject to Law.
(g) Other than as disclosed in Section 3.2(16)(g) of the Purchaser Disclosure Letter, no Person other than the Purchaser or any of its Subsidiaries has any interest in any of the Purchaser Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Purchaser’s or any of its Subsidiaries’ interest in any of the Purchaser Mineral Rights other than as disclosed in Section 3.2(16)(h) of the Purchaser Disclosure...
Interest in Properties and Mineral Rights. All of Northgate’s and Northgate Subsidiaries’: (A) real properties (collectively, and where material, the “Northgate Property”) and (B) mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Laws or otherwise) (collectively, and where material, the “Northgate Mineral Rights”), are set out in the Northgate Disclosure Letter. Other than the Northgate Property and the Northgate Mineral Rights set out in the Northgate Disclosure Letter, none of Northgate and the Northgate Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.
Interest in Properties and Mineral Rights. (i) All of Red Back’s and its Subsidiaries’ real properties (collectively, and where material, the “Property”) and all of Red Back’s and its Subsidiaries’ mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, and where material, the “Mineral Rights”), are set out in Schedule 3.1(m)(i) of the Red Back Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 3.1(m)(i) of the Red Back Disclosure Letter, neither Red Back nor its Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.
(ii) Except as disclosed in the Red Back Public Documents and for the right granted to a third party to earn a 51% interest in the Enchi mineral interest in Ghana under an option agreement, Red Back or one of its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any Encumbrances.
(iii) All of the Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) The Property and the Mineral Rights are in good standing under applicable Law and, to the knowledge of Red Back, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) There is no material adverse claim against or challenge to the title to or ownership of the Property or any of the Mineral Rights.
(vi) Red Back or a Red Back Material Subsidiary has the exclusive right to deal with the Property and all of the Mineral Rights.
(vii) Except as disclosed in the Red Back Public Documents, no Person other than Red Back and the Red Back Material Subsidiaries has any interest in the Property or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) Except as disclosed in the Red Back Public Documents, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Red Back’s or a Subsidiary’s interest in the Pro...
Interest in Properties and Mineral Rights. The Parent Public Documents and Section 4.1(n)(i) of the Parent Disclosure Letter disclose, as of the date of this Agreement: (A) all material real property owned by the Parent and its Subsidiaries (“Parent Owned Real Property”); (B) all material real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement) by the Parent or its Subsidiaries, in each case, in connection with the operation of the business of the Parent and its Subsidiaries as it is now being conducted (“Parent Leased Real Property” and together with the Parent Owned Real Property, the “Parent Property”); and (C) all Mineral Rights, concessions, leases or claims of the Parent and its Subsidiaries that are material to operation to their business as currently conducted (collectively, with the Parent Property, the “Parent Mineral Interests”).
Interest in Properties and Mineral Rights. (a) All of Cangold’s and its Subsidiaries’ real properties (collectively, the “Cangold Properties”) and all of Cangold’s and its Subsidiaries’ mineral interests and rights (including the GDLR Option and any material claims, mineral leases, concessions, exploration licenses, exploitation licenses and prospecting permits) (collectively, the “Cangold Mineral Rights”), are set out in Schedule 15(a) of the Cangold Disclosure Letter. Other than the Cangold Properties and the Cangold Mineral Rights set out in Schedule 15(a) of the Cangold Disclosure Letter, neither Cangold nor its Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.
(b) Cangold or one of its Subsidiaries is the recorded holder or has rights to acquire pursuant to legally binding and enforceable contracts, as applicable, the Cangold Mineral Rights, free and clear of any Encumbrances.
(c) All of the Cangold Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(d) The Cangold Mineral Rights (including, for greater certainty, the GDLR Option) are in good standing under applicable Law and, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof (including, for greater certainty, the third payment of US$500,000 plus Mexican value added tax due on March 2, 2015 under the terms of the GDLR Option Agreement) have been paid or incurred and all filings in respect thereof have been made.
(e) There are no (i) material liabilities or obligations or liens, encumbrances, charges or security interests related or attaching to the GDLR Option or any mining concessions related thereto (other than option payments in amounts disclosed in writing to Great Panther), or (ii) any violation or breach of the GDLR Option, or (iii) any facts, circumstances or events which on the consummation of the Arrangement will give rise to any rights in favour of third parties, including in respect of the GDLR Option, or will result in any violation or breach of any material contract, licence, agreement, franchise or permit, including the GDLR Option or any mining concessions related thereto.
(f) The GDLR Option is in good standing and is enforceable in accordance with its terms and, on consummation of the Arrangement, will continue to be in good standing and enforceable i...
