Common use of Interest in Properties and Mineral Rights Clause in Contracts

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 Rights. (ix) There are no material restrictions on the ability of European Goldfields and its Subsidiaries to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to the applicable Law. (x) Neither European Goldfields nor any of its Subsidiaries has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of European Goldfields or a Subsidiary in any of the Property or any of the Mineral Rights. (xi) European Goldfields and the European Goldfields Material Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences for operations from landowners or Governmental Entities permitting the use of land by European Goldfields and its Subsidiaries, and mineral interests for development and current exploitation of the Property and the Mineral Rights as contemplated in European Goldfields Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that are required by European Goldfields to develop and currently exploit the Property or any of the Mineral Rights as contemplated in European Goldfields Public Documents filed (and available on SEDAR) on or before the date hereof. (xii) All mines located in or on the lands of European Goldfields or any of its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by European Goldfields or any of its Subsidiaries, have been abandoned in accordance with good mining practices and in compliance with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to European Goldfields as of the date hereof have been accurately set forth in European Goldfields Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 2 contracts

Samples: Arrangement Agreement (Eldorado Gold Corp /Fi), Arrangement Agreement (Eldorado Gold Corp /Fi)

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Interest in Properties and Mineral Rights. (i) All of European Goldfields’ Eurasian’s and its Subsidiaries’ material real properties (collectively, and where material, the “Eurasian Property”) and all of European Goldfields’ Eurasian’s and its Subsidiaries’ material mineral interests and rights (including any material claims, concessions, exploration licenceslicenses, exploitation licenceslicenses, 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 “Eurasian Mineral Rights”), are set out in Schedule 3.1(n)(i4.3(l)(i) of the European Goldfields Eurasian Disclosure Letter. Other than the Properties Eurasian Property and the Eurasian Mineral Rights set out in Schedule 3.1(n)(i4.3(l)(i) of the European Goldfields Eurasian Disclosure Letter, neither European Goldfields Eurasian 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 on Schedule 4.3(l)(ii) of the European Goldfields Public DocumentsEurasian Disclosure Letter, European Goldfields Eurasian or one a Subsidiary of its Subsidiaries Eurasian is the sole legal and beneficial owner of all right, title and interest in and to the Eurasian Property and the Eurasian Mineral Rights, free and clear of any Liens. (iii) All of the Eurasian Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims. (iv) The Eurasian Property and the Eurasian Mineral Rights are in good standing under applicable Law and and, to the knowledge of Eurasian, 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 Eurasian Property or any of the Eurasian Mineral Rights. (vi) European Goldfields Eurasian or a European Goldfields Material Subsidiary of Eurasian has the exclusive right to deal with the Eurasian Property and all of the Eurasian Mineral Rights. (vii) Except as disclosed in Schedule 4.3(l)(vii) of the European Goldfields Public DocumentsEurasian Disclosure Letter, no Person other than European Goldfields Eurasian and the European Goldfields Material its Subsidiaries has any interest in the Eurasian Property or any of the Eurasian 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 4.3(l)(viii) of the European Goldfields Public DocumentsEurasian Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect European Goldfields’ Eurasian’s or a Subsidiary’s interest in the Eurasian Property or any of the Eurasian Mineral Rights. (ix) There are no material restrictions on the ability of European Goldfields Eurasian and its Subsidiaries to use, transfer or exploit the Eurasian Property or any of the Eurasian Mineral Rights, except pursuant to the applicable Law. (x) Neither European Goldfields Eurasian nor any of its Subsidiaries has received any notice, whether written or oral, notice from any Governmental Entity Authorities of any revocation or intention to revoke any interest of European Goldfields Eurasian or a Subsidiary in any of the Eurasian Property or any of the Eurasian Mineral Rights. (xi) European Goldfields Eurasian and the European Goldfields Material its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences for licenses operations from landowners or Governmental Entities Authorities permitting the use of land by European Goldfields Eurasian and its Subsidiaries, and mineral interests for that are required to exploit the development and current exploitation potential of the Eurasian Property and the Eurasian Mineral Rights as contemplated in European Goldfields Eurasian Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that are would be required by European Goldfields Eurasian to develop and currently exploit the Eurasian Property or any of the Eurasian Mineral Rights as contemplated in European Goldfields Eurasian Public Documents filed (and available on SEDAR) on or before the date hereof. (xii) All mines located in or on the lands of European Goldfields Eurasian Property or any of its Subsidiaries, or lands properties pooled or unitized therewith, which have been abandoned by European Goldfields Eurasian or any of its Subsidiaries, have been abandoned in accordance with good mining practices and in compliance with all applicable Laws, and all future abandonment, remediation and reclamation obligations known to European Goldfields Eurasian as of the date hereof have been accurately set forth in European Goldfields Eurasian Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 2 contracts

Samples: Merger Agreement (Eurasian Minerals Inc), Merger Agreement (Bullion Monarch Mining, Inc. (NEW))

Interest in Properties and Mineral Rights. (i) All of European Goldfields’ Sunward’s and its Subsidiariessubsidiaries’ material real properties properties, including all real property relating to the Titribi Project (collectively, the “PropertySunward Properties”) and all of European Goldfields’ Sunward’s and its Subsidiariessubsidiaries’ 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) ), including all such interests and rights relating to the Titribi Project (collectively, the “Sunward Mineral Rights”), are set out in Schedule 3.1(n)(i3.1(r)(i) of the European Goldfields Sunward Disclosure Letter. Other than the Sunward Properties and the Sunward Mineral Rights set out in Schedule 3.1(n)(i3.1(r)(i) of the European Goldfields Sunward Disclosure Letter, neither European Goldfields Sunward nor its Subsidiariessubsidiaries, 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 Sunward or one of its Subsidiaries subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Property Sunward Properties and the Sunward Mineral Rights, free and clear of any Liens (other than Permitted Liens). (iii) All of the Sunward 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 Sunward Properties and the Sunward Mineral Rights are in good standing under applicable Law and and, to the knowledge of Sunward, 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 Sunward Properties or any of the Sunward Mineral Rights. (vi) European Goldfields or a European Goldfields Material Subsidiary has the exclusive right to deal with the Property and all Schedule 3.1(r) of the Mineral Rights. (vii) Except as disclosed Sunward Disclosure Letter sets forth all interests in the European Goldfields Public Documents, no Person other than European Goldfields and the European Goldfields Material Subsidiaries has any interest in the Property Sunward Properties or any of the Sunward Mineral Rights Rights, or the production or profits therefrom therefrom, or any royalty in respect thereof or any right to acquire any such interest, in each case held by any Person other than Sunward or its subsidiaries. (viiivii) Except as disclosed in the European Goldfields Public Documents, there There are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect European Goldfields’ Sunward’s or a Subsidiaryits subsidiary’s interest in the Property Sunward Properties or any of the Sunward Mineral Rights. (ixviii) There are no material restrictions on the ability of European Goldfields Sunward and its Subsidiaries subsidiaries to use, transfer or exploit the Property Sunward Properties or any of the Sunward Mineral Rights, except pursuant to the applicable Law. (xix) Neither European Goldfields Sunward nor any of its Subsidiaries subsidiaries has received any notice, whether written or oral, from any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or any Governmental Entity of any revocation or intention to revoke any interest of European Goldfields Sunward or a Subsidiary any of its subsidiaries in any of the Property Sunward Properties or any of the Sunward Mineral Rights. (xix) European Goldfields and the European Goldfields Material Subsidiaries Sunward and/or its subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences for operations from landowners landowners, any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or Governmental Entities permitting the use of land by European Goldfields and Sunward and/or its Subsidiariessubsidiaries, and mineral interests for development and current exploitation of the Property and the Mineral Rights as contemplated in European Goldfields Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that are required by European Goldfields to develop and currently exploit undertake activities as presently contemplated on the Property or any of the Mineral Rights as contemplated in European Goldfields Public Documents filed (and available on SEDAR) on or before the date hereofSunward Properties. (xiixi) All mines located Contracts entered into by Sunward and/or its subsidiaries with any non- governmental organization, community, community group, aboriginal peoples or aboriginal group (“Sunward Aboriginal Contracts”), whether oral or written, are in full force and effect and Sunward and its subsidiaries have complied in all material respects with all terms of such Sunward Aboriginal Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no default or breach exists in respect thereof on the lands part of European Goldfields Sunward or any of its Subsidiariessubsidiaries or, to the knowledge of Sunward, on the part of any other party thereto, and no event has occurred which, after the giving of notice or lands pooled the lapse of time or unitized therewithboth, which have been abandoned by European Goldfields would constitute such a material default or breach or trigger a right of termination of any of the Sunward Aboriginal Contracts. As at the date hereof, neither Sunward nor any of its Subsidiariessubsidiaries has received written notice that any party to a Sunward Aboriginal Contract intends to cancel, have been abandoned in accordance with good mining practices and in compliance with all applicable Lawsterminate or otherwise modify or not renew such Sunward Aboriginal Contract, and all future abandonment, remediation and reclamation obligations known to European Goldfields as of the date hereof have no such action has been accurately set forth in European Goldfields Public Documents without omission of information necessary to make the disclosure not misleadingthreatened.

Appears in 1 contract

Samples: Arrangement Agreement (NovaCopper Inc.)

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Interest in Properties and Mineral Rights. (i) All of European Goldfields’ Newstrike’s and its Subsidiariessubsidiaries’ material real properties properties, including all real property relating to the Xxx Xxxxx Project (collectively, the “PropertyNewstrike Properties”) and all of European Goldfields’ Newstrike’s and its Subsidiariessubsidiaries’ 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) ), including all such interests and rights relating to the Xxx Xxxxx Project (collectively, the “Newstrike Mineral Rights”), are set out in Schedule 3.1(n)(i3.1(r)(i) of the European Goldfields Newstrike Disclosure Letter. Other than the Newstrike Properties and the Newstrike Mineral Rights set out in Schedule 3.1(n)(i3.1(r)(i) of the European Goldfields Newstrike Disclosure Letter, neither European Goldfields Newstrike nor its Subsidiariessubsidiaries, 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 Newstrike or one of its Subsidiaries subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Property Newstrike Properties and the Newstrike Mineral Rights, free and clear of any Liens (other than Permitted Liens). (iii) All of the Newstrike 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 Newstrike Properties and the Newstrike Mineral Rights are in good standing under applicable Law and and, to the knowledge of Newstrike, 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 Newstrike Properties or any of the Newstrike Mineral Rights. (vi) European Goldfields or a European Goldfields Material Subsidiary has the exclusive right to deal with the Property and all Schedule 3.1(r) of the Mineral Rights. (vii) Except as disclosed Newstrike Disclosure Letter sets forth all interests in the European Goldfields Public Documents, no Person other than European Goldfields and the European Goldfields Material Subsidiaries has any interest in the Property Newstrike Properties or any of the Newstrike Mineral Rights Rights, or the production or profits therefrom therefrom, or any royalty in respect thereof or any right to acquire any such interest, in each case held by any Person other than Newstrike or its subsidiaries. (viiivii) Except as disclosed in the European Goldfields Public Documents, there There are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect European Goldfields’ Newstrike’s or a Subsidiaryits subsidiary’s interest in the Property Newstrike Properties or any of the Newstrike Mineral Rights. (ixviii) There are no material restrictions on the ability of European Goldfields Newstrike and its Subsidiaries subsidiaries to use, transfer or exploit the Property Newstrike Properties or any of the Newstrike Mineral Rights, except pursuant to the applicable Law. (xix) Neither European Goldfields Newstrike nor any of its Subsidiaries subsidiaries has received any notice, whether written or oral, from any non-governmental organization, community, community group, ejido, aboriginal peoples or aboriginal group or any Governmental Entity of any revocation or intention to revoke any interest of European Goldfields Newstrike or a Subsidiary any of its subsidiaries in any of the Property Newstrike Properties or any of the Newstrike Mineral Rights. (xix) European Goldfields and the European Goldfields Material Subsidiaries Newstrike and/or its subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences for operations from landowners landowners, any non-governmental organization, community, community group, ejido, aboriginal peoples or aboriginal group or Governmental Entities permitting the use of land by European Goldfields and Newstrike and/or its Subsidiariessubsidiaries, and mineral interests for development and current exploitation of the Property and the Mineral Rights as contemplated in European Goldfields Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that are required by European Goldfields to develop and currently exploit undertake activities as presently contemplated on the Property or any of the Mineral Rights as contemplated in European Goldfields Public Documents filed (and available on SEDAR) on or before the date hereofNewstrike Properties. (xiixi) All mines located Contracts entered into by Newstrike and/or its subsidiaries with any non- governmental organization, community, community group, ejido, aboriginal peoples or aboriginal group (“Newstrike Ejido Contracts”), whether oral or written, are in full force and effect and Newstrike and its subsidiaries have complied in all material respects with all terms of such Newstrike Ejido Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the lands part of European Goldfields Newstrike or any of its Subsidiariessubsidiaries or, to the knowledge of Newstrike, on the part of any other party thereto, and no event has occurred which, after the giving of notice or lands pooled the lapse of time or unitized therewithboth, which have been abandoned by European Goldfields would constitute such a material default or breach or trigger a right of termination of any of the Newstrike Ejido Contracts. As at the date hereof, neither Newstrike nor any of its Subsidiariessubsidiaries has received written notice that any party to a Newstrike Ejido Contract intends to cancel, have been abandoned in accordance with good mining practices and in compliance with all applicable Lawsterminate or otherwise modify or not renew such Ejido Newstrike Contract, and all future abandonmentto the knowledge of Newstrike, remediation and reclamation obligations known to European Goldfields as of the date hereof have no such action has been accurately set forth in European Goldfields Public Documents without omission of information necessary to make the disclosure not misleadingthreatened.

Appears in 1 contract

Samples: Arrangement Agreement (Timmins Gold Corp.)

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