Common use of Interest in Properties Clause in Contracts

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lien: (i) to its mining or any other kind of concessions, claims, Permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its Exeter Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Record, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrances. (iii) The Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary under any agreement pertaining to their respective Exeter Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect. (iv) (i) the Company and its subsidiaries have the exclusive right to deal with the Exeter Properties; (ii) no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Properties or any right to acquire or otherwise obtain any such interest; (iii) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or its subsidiaries’ interests in the Exeter Properties, and no such rights are threatened; (iv) neither the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Properties; and (v) the Exeter Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s or any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries to explore, prospect, exploit or develop the Exeter Properties, including the title to or ownership by the Company or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Properties. (vi) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Properties or in any Permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens) in and to the following (collectively, the "Company Properties"): (A) its unpatented and patented lode mining or any other kind of concessions, claims, Permits leases and licences of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter on, the Company Properties, all of which have been accurately and completely set out identified in Section 3.1(t3.1(w)(i) of the Exeter Company Disclosure Letter Letter, and, in each case, as are necessary to perform the operation operations of the Company and each of its business subsidiaries businesses as presently owned and conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been accurately identified completely and accurately in Section 3.1(t3.1(w)(i) of the Exeter Company Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted; and (iiiC) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights, including all the properties (including, without limitation, the Company Material PropertyProperties) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record (collectivelyRecord, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not in each case subject to any Lien or defect in title the terms of any kind except as is specifically Contracts governing the Company Properties identified in the balance sheets forming part Section 3.1(w) of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law.Disclosure Letter; (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except Other than as set out in Section 3.1(t)(ii3.1(w)(ii) of the Exeter Company Disclosure Letter, no person other than each of the Company or and its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmaterial mineral properties, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals thereon, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrances.encumbrances (other than Permitted Liens) and no third party or group holds any such rights that would be required by the Company to so explore for minerals, ore or metals on its material mineral properties; (iii) The Company and each of its subsidiaries has duly and timely satisfied satisfied, performed and observed all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary of its subsidiaries under any lease, contract or other agreement pertaining to their respective Exeter Company Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect.; (ivA) (i) the The Company and each of its subsidiaries have the exclusive right to deal with the Exeter Company Properties; (iiB) other than the applicable property lessors, royalty holders or lienholders of Permitted Liens, no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Company Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interestinterest from the Company or any of its subsidiaries; (iiiC) except other than as set out in Section 3.1(t)(iv3.1(w)(iv)(C) of the Exeter Company Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, rights or other rights of any nature whatsoever which would affect the Company’s 's or any of its subsidiaries’ ' interests in the Exeter Company Properties, and no such rights are are, to the knowledge of the Company, threatened; (ivD) neither the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Company Properties; and (vE) the Exeter Company Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.; (v) Except as set forth in Section 3.1(t)(v) Each of the Exeter Disclosure Lettertitle documents and other agreements or instruments relating to the Company Properties is valid, subsisting and enforceable, and there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s 's or any of the its subsidiaries’ ' right, title or interest in the Exeter Company Properties or the ability of the Company or any of its subsidiaries to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties.; (vi) None Other than as set out in Section 3.1(w)(vi) of the Company Disclosure Letter, none of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and or interest in any of Exeter the Company Properties or in any Permitpermit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and Company Properties; (vii) Other than as set out in Section 3.1(w)(vii) of the Company Disclosure Letter, no person has any other properties located within 20 kilometres written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Company or any of its subsidiaries of any of the Exeter assets of the Company. Neither the Company nor any of its subsidiaries is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor; and (viii) Other than as set out in Section 3.1(w)(viii) of the Company Disclosure Letter, there are no restrictions on the ability of the Company to use, transfer or exploit the Company Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) Each of the Exeter Disclosure Letter, according to the applicable Laws each of the Company Purchaser and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens) in and to the following (collectively, the "Purchaser Properties"): (A) its unpatented and patented lode mining or any other kind of concessions, claims, Permits leases and licences of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter on, the Purchaser Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation operations of the Purchaser and each of its business subsidiaries businesses as presently owned and conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company Purchaser or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted; and (iiiC) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights, including all the properties (including, without limitation, the Purchaser Material Property) and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record (collectivelyRecord, in each case, as are necessary to perform the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title operations of any kind except its business as is specifically identified in the balance sheets forming part of the Financial Statements presently owned and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law.conducted; (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except Other than as set out in Section 3.1(t)(ii) the Purchaser Public Disclosure Record, each of the Exeter Disclosure Letter, no person other than the Company or Purchaser and its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmaterial mineral properties including the Purchaser Material Property, granting the Company Purchaser or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals thereon, with only such exceptions as do not materially interfere with the use made by the Company Purchaser or its subsidiaries of the rights or interests so held, and each of the Purchaser property interests or rights and under each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company Purchaser or its subsidiaries and free and clear of all material encumbrances.encumbrances (other than Permitted Liens) and no third party or group holds any such rights that would be required by the Purchaser to so explore for minerals, ore or metals on such material mineral properties; (iii) The Company Purchaser and each of its subsidiaries has duly and timely satisfied satisfied, performed and observed all of the material obligations required to be satisfied, performed and observed by it under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company Purchaser or any subsidiary of its subsidiaries under any lease, contract or other agreement pertaining to their respective Exeter Purchaser Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect.; (iv) (iA) Other than the Company applicable property lessors, royalty holders or lienholders or Permitted Liens, the Purchaser and each of its subsidiaries have the exclusive right to deal with the Exeter Purchaser Properties; (iiB) other than the applicable property lessors, royalty holders or lienholders of Permitted Liens, no person or entity of any nature whatsoever other than the Company Purchaser or its subsidiaries has any interest in the Exeter Purchaser Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interestinterest from the Purchaser or any of its subsidiaries; (iiiC) except other than as set out in Section 3.1(t)(iv) of the Exeter Purchaser Public Disclosure LetterRecord and Permitted Liens, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, rights or other rights of any nature whatsoever which would materially affect the Company’s Purchaser's or any of its subsidiaries’ ' interests in the Exeter Purchaser Properties, and no such rights are are, to the knowledge of the Purchaser, threatened; (ivD) neither the Company Purchaser nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Purchaser Properties; and (vE) the Exeter Purchaser Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.; (v) Except as set forth in Section 3.1(t)(v) To the knowledge of the Exeter Disclosure LetterPurchaser, each of the title documents and other agreements or instruments relating to the Purchaser Properties is valid, subsisting and enforceable, and there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, or that are threatened, affecting or which could affect the Company’s Purchaser's or any of the its subsidiaries’ ' right, title or interest in the Exeter Purchaser Properties or the ability of the Company Purchaser or any of its subsidiaries subsidiaries, as applicable, to explore, prospect, exploit explore or develop the Exeter Purchaser Material Properties, including the title to or ownership by the Company Purchaser or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Purchaser Properties.; (vi) None of the directors or officers of the Company Purchaser holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and or interest in any of Exeter the Purchaser Properties or in any Permitpermit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and Purchaser Properties; (vii) Other than as set out in the Purchaser Public Disclosure Record or Permitted Liens, no person has any other properties located within 20 kilometres written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Purchaser or any of its subsidiaries of any of the Exeter Properties.assets of the Purchaser. Neither the Purchaser nor any of its subsidiaries is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor; and (viiviii) The Company has provided Other than as set out in the Purchaser with access Public Disclosure Record or Permitted Liens, there are no restrictions on the ability of the Purchaser to full use, transfer or exploit the Purchaser Properties, in each case, as are necessary to perform the operations of the Purchaser and complete copies each of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title businesses as presently owned and ownership of all such information, data, reports and studiesconducted.

Interest in Properties. (ia) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial ownerCompany Subsidiary owns, possesses or has obtained, and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its businesses relating to its properties as currently contemplated by it. Each of the Company and the Company Subsidiary has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or LienEncumbrance: (i) to its mining or any other kind of permits, concessions, claims, Permits and all leases, licences, permits or other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation explore for minerals on its Exeter Propertiesproperties (other than property to which it is lessee, in which case it has a valid leasehold interest), all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter Letter, subject to such permits and licences being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of its business their respective businesses as presently owned and conducted; (ii) to its real property interests interests, free and clear of any title defect or Encumbrance, including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiariesthe Company Subsidiary, as the case may be), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all or other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business their respective businesses as presently owned and conducted; and or (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever (real and to all benefits personal, tangible and intangible, including leasehold interests) including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record Documents (collectively, the “Exeter "Company Properties”"), except as indicated in the notes thereto or the Disclosure Letter, together with all additions thereto. The Exeter Properties thereto and less all dispositions thereof in the ordinary course of business consistent with past practice, and such properties and assets are not subject to any Lien Encumbrance or defect in title of any kind except as is specifically identified reflected in the balance sheets forming part of the Financial Statements such financial statements and in the notes thereto. The Company and its subsidiaries are , except where the failure to have such title, or the existence of such Encumbrance or defects in title, individually or in the aggregate, does not aware constitute a Material Adverse Effect in respect of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (iib) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, (i) the Company or the Company Subsidiary has the exclusive right to deal with the Company Properties; (ii) no person other than the Company or its subsidiaries the Company Subsidiary has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, Company Properties or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Record, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrances. (iii) The Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary under any agreement pertaining to their respective Exeter Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect. (iv) (i) the Company and its subsidiaries have the exclusive right to deal with the Exeter Properties; (ii) no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Properties or any right to acquire or otherwise obtain any such interest; (iii) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take royalty rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever similar provisions which would affect the Company’s 's or its subsidiaries’ the Company Subsidiary's interests in the Exeter Company Properties, and no such rights are threatened; (iv) neither the Company nor any of its subsidiaries the Company Subsidiary has received any notice, whether written or oral, from any Governmental Regulatory Authority or any other person with jurisdiction or applicable authority of any revocation or intention to revoke, diminish or challenge revoke its interest in the Exeter Company Properties; and (v) the Exeter Company Properties are in good standing under and comply with all Laws applicable Law and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (vc) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are pending or threatened, affecting or which could affect the Company’s title to or any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries right to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries the Company Subsidiary of any of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties. (vid) None of the directors or officers of the Company or the Company Subsidiary holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Properties or in any Permitpermit, concession, claim claim, lease, licence or other right rights to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Company Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) Each of the Exeter Disclosure Letter, according to the applicable Laws each of the Company Purchaser and its subsidiaries is subsidiary holds the sole legal and beneficial ownerinterest, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens) in and to the following (collectively, the “Purchaser Properties”): (A) its mining or any other kind of concessions, claims, Permits leases and licences of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter Properties, the Purchaser Properties all of which have been accurately and completely set out identified in Section 3.1(t3.2(v)(i) of the Exeter Purchaser Disclosure Letter Letter, and, in each case, as are necessary to perform the operation operations of the Purchaser and its business subsidiary businesses as presently owned and conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company Purchaser or any of its subsidiariessubsidiary), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, interests all of which have been accurately identified completely and accurately in Section 3.1(t3.2(v)(i) of the Exeter Purchaser Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted; and (iiiC) to, or is entitled to the benefits of, all of its properties properties, mineral rights and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights including all the properties (including, without limitation, the Purchaser Material Property) and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law.Record; (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or material mineral tenures and mineral property claims in which the Company Purchaser or any of its subsidiaries subsidiary has an interest or right, including the Exeter PropertiesWollaston Lake Property, have been validly grantedlocated, acquiredstaked, located recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws in all material respects and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 all material respects. (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(iiiii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except Other than as set out in Section 3.1(t)(ii3.2(v)(iii) of the Exeter Purchaser Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area each of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or Purchaser and its subsidiaries subsidiary has all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company Purchaser or its subsidiaries subsidiary the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals thereon, with only such exceptions as do not materially interfere with the use made by the Company Purchaser or its subsidiaries subsidiary of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company Purchaser or its subsidiaries subsidiary and free and clear of all material encumbrances.encumbrances (other than Permitted Liens) and no third party or group holds any such rights that would be required by the Purchaser to so explore for minerals, ore or metals on its material mineral properties; (iiiiv) The Company Purchaser and each of its subsidiaries subsidiary has duly and timely satisfied satisfied, performed and observed all of the obligations required to be satisfied, performed and observed by it under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company Purchaser or any its subsidiary under any lease, contract or other agreement pertaining to their respective Exeter Purchaser Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect., except where such a failure would not reasonably be expected to have a Purchaser Material Adverse Effect; (ivv) (iA) Other than as set out in Section 3.2(v)(v) of the Company Purchaser Disclosure Letter, the Purchaser and its subsidiaries subsidiary have the exclusive right to deal with the Exeter Purchaser Properties; (iiB) other than the applicable property lessors, royalty holders or lienholders of Permitted Liens, no person or entity of any nature whatsoever other than the Company Purchaser or its subsidiaries subsidiary has any interest in the Exeter Purchaser Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interestinterest from the Purchaser or its subsidiary; (iiiC) except other than as set out in Section 3.1(t)(iv3.2(v)(v) of the Exeter Purchaser Disclosure Letter, there are no options, back-in rights, earn-earn- in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the CompanyPurchaser’s or its subsidiaries’ subsidiary’s interests in the Exeter Purchaser Properties, and no such rights are are, to the knowledge of the Purchaser, threatened; (ivD) neither the Company Purchaser nor any of its subsidiaries subsidiary has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Purchaser Properties; and (vE) the Exeter Purchaser Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made., in each case in all material respects; (vvi) Except as set forth in Section 3.1(t)(v) Each of the Exeter Disclosure Lettertitle documents and other agreements or instruments relating to the Purchaser Properties is valid, subsisting and enforceable, and there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the CompanyPurchaser, that are threatened, affecting or which could affect the CompanyPurchaser’s or any of the subsidiaries’ its subsidiary’s right, title or interest in the Exeter Purchaser Properties or the ability of the Company Purchaser or its subsidiaries subsidiary to explore, prospect, exploit explore or develop the Exeter Purchaser Properties, including the title to or ownership by the Company Purchaser or its subsidiaries subsidiary of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Purchaser Properties.; (vivii) None of the directors or officers of the Company Purchaser holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter the Purchaser Properties or in any Permitpermit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and Purchaser Properties; (viii) Other than as set out in Section 3.2(v)(viii) of the Purchaser Disclosure Letter, no person has any other properties located within 20 kilometres written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Purchaser or its subsidiary of any of the Exeter assets of the Purchaser. Neither the Purchaser nor its subsidiary is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor; and (ix) There are no restrictions on the ability of the Purchaser to use, transfer or exploit the Purchaser Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (ia) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial ownerCompany Subsidiaries owns, possesses or has obtained, and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its businesses relating to its properties as currently contemplated by it. Each of the Company and the Company Subsidiaries has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lienmaterial Encumbrance: (i) to its mining or any other kind of permits, concessions, claims, Permits and all leases, licences, permits or other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation explore for minerals on its Exeter Propertiesproperties (other than property to which it is lessee, in which case it has a valid leasehold interest), all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter Letter, subject to such permits and licences being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of its business their respective businesses as presently owned and conducted; (ii) to its real property interests interests, free and clear of any title defect or material Encumbrance, including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiariesCompany Subsidiary, as the case may be), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all or other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business their respective businesses as presently owned and conducted; and or (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever (real and to all benefits personal, tangible and intangible, including leasehold interests) including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record Documents (collectively, the “Exeter Company Properties”), except as indicated in the notes thereto or the Disclosure Letter, together with all additions thereto. The Exeter Properties thereto and less all dispositions thereof in the ordinary course of business consistent with past practice, and such properties and assets are not subject to any Lien Encumbrance or defect in title of any kind except as is specifically identified reflected in the balance sheets forming part of the Financial Statements such financial statements and in the notes thereto. The Company and its subsidiaries are , except where the failure to have such title, or the existence of such Encumbrance or defects in title, individually or in the aggregate, does not aware constitute a Material Adverse Effect in respect of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (iib) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, (i) the Company or a Company Subsidiary has the exclusive right to deal with the Company Properties; (ii) no person other than the Company or its subsidiaries a Company Subsidiary has any preferential right, option or material interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, Company Properties or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Record, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrances. (iii) The Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary under any agreement pertaining to their respective Exeter Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect. (iv) (i) the Company and its subsidiaries have the exclusive right to deal with the Exeter Properties; (ii) no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Properties or any right to acquire or otherwise obtain any such interest; (iii) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take royalty rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever similar provisions which would materially affect the Company’s or its subsidiaries’ a Company Subsidiary’s interests in the Exeter Company Properties, and no such rights are threatened; (iv) neither the Company nor any of its subsidiaries Company Subsidiary has received any notice, whether written or oral, from any Governmental Regulatory Authority or any other person with jurisdiction or applicable authority of any revocation or intention to revoke, diminish or challenge revoke its interest in the Exeter Company Properties; and (v) the Exeter Company Properties are in good standing under and comply with all Laws applicable Law and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (vc) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are pending or threatened, affecting or which could affect the Company’s title to or any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries right to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries a Company Subsidiary of any of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties. (vid) None of the directors or officers of the Company or any Company Subsidiary holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Properties or in any Permitpermit, concession, claim claim, lease, licence or other right rights to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Company Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (ia) Except as set out forth in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial ownerowns, possesses or has obtained, and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its businesses relating to its properties as currently conducted. The Company has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lienmaterial Encumbrance: (i) to its mining or any other kind of permits, concessions, claims, Permits and all leases, licences, permits or other rights to explore for, exploit, develop, mine or goods relating produce minerals and any other properties (other than property to which it is lessee, in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its Exeter Propertieswhich case it has a valid leasehold interest), all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter Letter, subject to such permits and licences being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of its business their respective businesses as presently owned and conducted; (ii) to its real property interests interests, free and clear of any title defect or material Encumbrance, including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries)Company, leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all or other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business their respective businesses as presently owned and conducted; and or (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever (real and to all benefits personal, tangible and intangible, including leasehold interests) including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record Documents (collectively, the “Exeter Company Properties”), except as indicated in the notes thereto or the Disclosure Letter, together with all additions thereto. The Exeter Properties thereto and less all dispositions thereof in the ordinary course of business consistent with past practice, and such properties and assets are not subject to any Lien Encumbrance or defect in title of any kind except as is specifically identified reflected in the balance sheets forming part of the Financial Statements such financial statements and in the notes thereto. The Company and its subsidiaries are , except where the failure to have such title, or the existence of such Encumbrance or defects in title, individually or in the aggregate, does not aware constitute a Material Adverse Effect in respect of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (iib) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, (i) the Company has the exclusive right to deal with the Company Properties; (ii) no person other than the Company or its subsidiaries has any preferential right, option or material interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, Company Properties or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Record, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrances. (iii) The Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary under any agreement pertaining to their respective Exeter Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect. (iv) (i) the Company and its subsidiaries have the exclusive right to deal with the Exeter Properties; (ii) no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Properties or any right to acquire or otherwise obtain any such interest; (iii) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take royalty rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever similar provisions which would materially affect the Company’s or its subsidiaries’ interests in the Exeter Company Properties, and no such rights are threatened; (iv) neither the Company nor any of its subsidiaries has not received any notice, whether written or oral, from any Governmental Regulatory Authority or any other person with jurisdiction or applicable authority of any revocation or intention to revoke, diminish or challenge revoke its interest in the Exeter Company Properties; and (v) the Exeter Company Properties are in good standing under and comply with all Laws applicable Law and all work required to be performed has been performed and all taxesTaxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (vc) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are pending or threatened, affecting or which could affect the Company’s title to or any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries right to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries of any of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties. (vid) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Properties or in any Permitpermit, concession, claim claim, lease, licence or other right rights to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Company Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries is subsidiary holds the sole legal and beneficial ownerinterest, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens) in and to the following (collectively, the “Company Properties”): (A) its mining or any other kind of concessions, claims, Permits leases and licences of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter Properties, the Company Properties all of which have been accurately and completely set out identified in Section 3.1(t3.1(u)(i) of the Exeter Company Disclosure Letter Letter, and, in each case, as are necessary to perform the operation of the Company and its business subsidiary’s businesses as presently owned and conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiariessubsidiary), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, interests all of which have been accurately identified completely and accurately in Section 3.1(t3.1(u)(i) of the Exeter Company Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted; and (iiiC) to, or is entitled to the benefits of, all of its properties properties, mineral rights and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights including all the properties (including, without limitation, the Company Material PropertyProperties) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law.Record; (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or material mineral tenures and mineral property claims in which the Company or any of its subsidiaries subsidiary has an interest or right, including the Exeter Company Material Properties, have been validly grantedlocated, acquiredstaked, located recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws in all material respects and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 all material respects. (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(iiiii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except Other than as set out in Section 3.1(t)(ii) Error! Reference source not found. of the Exeter Company Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list each of the Company or and its subsidiaries subsidiary has all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company or its subsidiaries subsidiary the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals thereon, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries subsidiary of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries subsidiary and free and clear of all material encumbrances.encumbrances (other than Permitted Liens) and no third party or group holds any such rights that would be required by the Company to so explore for minerals, ore or metals on its material mineral properties; (iiiiv) The Each of the Company and each of its subsidiaries subsidiary has duly and timely satisfied satisfied, performed and observed all of the obligations required to be satisfied, performed and observed by it under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any its subsidiary under any lease, contract or other agreement pertaining to their respective Exeter Company Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect., except where such a failure would not reasonably be expected to have a Company Material Adverse Effect; (ivA) (i) the The Company and its subsidiaries subsidiary have the exclusive right to deal with the Exeter Company Properties; (iiB) other than the applicable property lessors, royalty holders or lienholders of Permitted Liens, no person or entity of any nature whatsoever other than the Company or its subsidiaries subsidiary has any interest in the Exeter Company Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interestinterest from the Company or its subsidiary; (iiiC) except other than as set out in Section 3.1(t)(iv3.1(u)(v)(C) of the Exeter Company Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or its subsidiaries’ subsidiary’s interests in the Exeter Company Properties, and no such rights are are, to the knowledge of the Company, threatened; (ivD) neither the Company nor any of its subsidiaries subsidiary has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Company Properties; and (vE) the Exeter Company Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made., in each case in all material respects; (vvi) Except as set forth in Section 3.1(t)(v) Each of the Exeter Disclosure Lettertitle documents and other agreements or instruments relating to the Company Properties is valid, subsisting and enforceable, and there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s or any of the subsidiaries’ its subsidiary’s right, title or interest in the Exeter Company Properties or the ability of the Company or its subsidiaries subsidiary to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries subsidiary of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties.; (vivii) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter the Company Properties or in any Permitpermit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and Company Properties; (viii) No person has any other properties located within 20 kilometres written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Company or its subsidiary of any of the Exeter assets of the Company. Neither the Company nor its subsidiary is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor; and (ix) Other than as set out in Section 3.1(u)(ix) of the Company Disclosure Letter, there are no restrictions on the ability of the Company to use, transfer or exploit the Company Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens): (A) to its mining or any other kind of material Permits, concessions, claims, Permits leases, licences, and all other material rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter Properties, all of which have been accurately the Teranga properties; and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (iiB) to its material real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interestsinterests (collectively, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(tthe “Teranga Properties”) of the Exeter Disclosure Letter, and, in each case, case as are necessary to perform the operation of its business as presently owned and conducted; and (iii) toconducted in‌ all material respects, except as would not have, individually or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectivelyaggregate, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable LawTeranga Material Adverse Effect. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or material mineral tenures and mineral property claims in which the Company or any of its subsidiaries has an interest or right, including the Exeter Teranga Material Properties, have been validly grantedlocated, acquiredstaked, located recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws and are valid and subsistingsubsisting in all material respects. The judicial proceedings by virtue Each of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary material surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company or any of its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company or any of its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrancesLiens (other than Permitted Liens) and no third party or group holds any such rights that would be required by the Company to so develop the Teranga Material Properties. (iii) The Company and each of its subsidiaries has have duly and timely satisfied in all material respects all of the obligations required to be satisfied, performed and observed by it them under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary of its subsidiaries under any agreement Contract pertaining to their respective Exeter Teranga Properties or and, to their other respective assets or properties and the knowledge of the Company, each such lease, contract or other agreement Contract is enforceable and in full force and effecteffect except, in each case, as would not, individually or in the aggregate, have a Teranga Material Adverse Effect. (iv) (iA) the The Company and its subsidiaries have the exclusive right to deal with the Exeter Teranga Properties; (iiB) no person Person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Teranga Material Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or any of its subsidiaries’ interests in the Exeter Teranga Properties, and no such rights are are, to the knowledge of the Company, threatened; (ivD) neither the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person Person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Teranga Material Properties; and (v) the Exeter Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s or any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries to explore, prospect, exploit or develop the Exeter Properties, including the title to or ownership by the Company or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Properties. (vi) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Properties or in any Permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.and

Interest in Properties. (i) Except as set out in Section 3.1(t) Each of the Exeter Disclosure Letter, according to the applicable Laws each of the Company Purchaser and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens): (A) to its mining or any other kind of Permits, concessions, claims, Permits leases, licences, options of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter Purchaser Properties and, in each case, as are necessary to perform the operation operations of the Purchaser and each of its business subsidiaries businesses as presently owned and conducted and as contemplated to be conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company Purchaser or any of its subsidiaries), leases, options, rights of way, occupancy rights, surface rights, mineral rights, mining concessionseasements, water rights, water permits, well permits, ditch rights, pipeline easements and rights of way and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted and contemplated to be conducted; and (iiiC) to, or is entitled to the benefits of, all of its material properties and assets of any nature whatsoever and to all benefits derived therefrom and surface and mineral rights including all the material properties (including, without limitation, the Purchaser Material Property) and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record (collectively, the “Exeter Purchaser Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral rights and mineral property claims in which the Company Purchaser or any of its subsidiaries has an interest or right, including the Exeter Purchaser Properties, have been validly grantedlocated, acquiredstaked, located monumented, recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned Purchaser timely performed all work and paid all maintenance fees and royalties required by the Company or its subsidiaries that are currently Governmental Authorities in the process of being granted, as well as jurisdictions where the mining concessions already granted regarding the relevant registration Purchaser Properties are located. Each of the judicial ruling that granted them Purchaser and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company Purchaser or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company Purchaser or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company Purchaser or its subsidiaries and free and clear of all material encumbrancesencumbrances and no third party or group holds any such rights that would be required by the Purchaser to so develop the Purchaser Properties. (iii) The Company Purchaser and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company Purchaser or any subsidiary its subsidiaries under any agreement pertaining to their respective Exeter Purchaser Properties or to their other respective assets or properties and each such lease, contract contract, option or other agreement is enforceable and in full force and effect. (iv) (iA) the Company Purchaser and each of its subsidiaries have the exclusive right to deal with the Exeter Purchaser Properties; (iiB) no person or entity of any nature whatsoever other than the Company Purchaser or its subsidiaries has any interest in the Exeter Purchaser Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the CompanyPurchaser’s or any of its subsidiaries’ interests in the Exeter Purchaser Properties, and no such rights are are, to the knowledge of the Purchaser, threatened; (ivD) neither the Company Purchaser nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Purchaser Properties; and (vE) the Exeter Purchaser Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the CompanyPurchaser, that are threatened, affecting or which could affect the CompanyPurchaser’s or any of the its subsidiaries’ right, title or interest in the Exeter Purchaser Properties or the ability of the Company Purchaser or any of its subsidiaries to explore, prospect, exploit explore or develop the Exeter Purchaser Properties, including the title to or ownership by the Company Purchaser or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Purchaser Properties. (vi) None of the directors or officers of the Company Purchaser holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Purchaser Properties or in any Permit, claim, concession, claim lease, licence, option or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Purchaser Properties and any other properties located within 20 kilometres of any of the Exeter Purchaser Properties. (vii) The Company No person has provided any written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Purchaser with access to full and complete copies or any of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have of any of the sole right, title and ownership assets of all such information, data, reports and studiesthe Purchaser. Neither the Purchaser nor any of its subsidiaries is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens): (A) to its mining or any other kind of Permits, concessions, claims, Permits leases, licences, options of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter the Company Properties, all of which have been accurately and completely set out in Section 3.1(t3.1(v)(i) of the Exeter Company Disclosure Letter and, in each case, as are necessary to perform the operation operations of the Company and each of its business subsidiaries businesses as presently owned and conducted and as contemplated to be conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, options, rights of way, occupancy rights, surface rights, mineral rights, mining concessionseasements, water rights, water permits, well permits, ditch rights, pipeline easements and rights of way and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t3.1(v) of the Exeter Company Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted and contemplated to be conducted; and (iiiC) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits derived therefrom and surface and mineral rights including all the properties (including, without limitation, the Company Material Property) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record (collectively, the “Exeter Company Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral rights and mineral property claims in which the Company or any of its subsidiaries has an interest or right, including the Exeter Company Properties, have been validly grantedlocated, acquiredstaked, located monumented, recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned Company timely performed all work and paid all maintenance fees and royalties required by the Company or its subsidiaries that are currently Governmental Authorities in the process of being granted, as well as jurisdictions where the mining concessions already granted regarding the relevant registration Company Properties are located. Each of the judicial ruling that granted them Company and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrancesencumbrances and no third party or group holds any such rights that would be required by the Company to so develop the Company Properties. (iii) The Other than as set out in Section 3.1(v)(iii) of the Company Disclosure Letter, the Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary its subsidiaries under any agreement pertaining to their respective Exeter Company Properties or to their other respective assets or properties and each such lease, contract contract, option or other agreement is enforceable and in full force and effect. (iv) Other than as set out in Section 3.1(v)(iv) of the Company Disclosure Letter, (iA) the Company and each of its subsidiaries have the exclusive right to deal with the Exeter Company Properties; (iiB) no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Company Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or any of its subsidiaries’ interests in the Exeter Company Properties, and no such rights are are, to the knowledge of the Company, threatened; (ivD) neither the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Company Properties; and (vE) the Exeter Company Properties are in good standing under and comply with all Laws in all material respects and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s or any of the its subsidiaries’ right, title or interest in the Exeter Company Properties or the ability of the Company or any of its subsidiaries to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties. (vi) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Company Properties or in any Permit, claim, concession, claim lease, licence, option or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Company Properties and any other properties located within 20 kilometres of any of the Exeter Company Properties. (vii) The Company No person has provided any written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and purchase from the Company and or any of its subsidiaries have of any of the sole right, title and ownership assets of all such information, data, reports and studiesthe Company. Neither the Company nor any of its subsidiaries is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.

Interest in Properties. ‌ (i) Except Other than as set out in Section 3.1(tSchedule 3.2(p) of the Exeter Purchaser Disclosure Letter, according to the applicable Laws each of the Company Purchaser and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens): (A) to its mining or any other kind of Permits, concessions, claims, Permits leases, licences, and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter the Purchaser Material Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (iiB) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company Purchaser or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, interests relating in any manner whatsoever to the Purchaser Material Properties and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, case as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or material mineral tenures and mineral property claims in which the Company Purchaser or any of its subsidiaries has an interest or right, including the Exeter Purchaser Material Properties, have been validly grantedlocated, acquiredstaked, located recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws and are valid and subsistingsubsisting in all material respects. The judicial proceedings by virtue Each of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or Purchaser and its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with have all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company Purchaser or any of its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company Purchaser or any of its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company Purchaser or its subsidiaries and free and clear of all material encumbrancesLiens and no third party or group holds any such rights that would be required by the Purchaser to so develop the Purchaser Material Properties. (iii) The Company Purchaser and each of its subsidiaries has have duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it them under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company Purchaser or any subsidiary of its subsidiaries under any agreement Contract pertaining to their respective Exeter Purchaser Material Properties or and, to their other respective assets or properties and the knowledge of the Purchaser, each such lease, contract or other agreement Contract is enforceable and in full force and effect. (iv) (iA) the Company Purchaser and its subsidiaries have the exclusive right to deal with the Exeter Purchaser Material Properties; (iiB) no person Person or entity of any nature whatsoever other than the Company Purchaser or its subsidiaries has any interest in the Exeter Purchaser Material Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the CompanyPurchaser’s or any of its subsidiaries’ interests in the Exeter Purchaser Material Properties, and no such rights are are, to the knowledge of the Purchaser, threatened; (ivD) neither the Company Purchaser nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person Person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Purchaser Material Properties; and (vE) the Exeter Purchaser Material Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made, with only such exceptions as do not materially interfere with the use made by the Purchaser or its subsidiaries as of the date hereof of the rights or interests so held. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no material adverse claims, demands, actions, suits or proceedings Proceedings that have been commenced or are pending or, to the knowledge of the CompanyPurchaser, that are threatened, affecting or which could affect the CompanyPurchaser’s or any of its the subsidiaries’ right, title or interest in the Exeter Purchaser Material Properties or the ability of the Company Purchaser or its subsidiaries to explore, prospect, exploit explore or develop the Exeter Purchaser Material Properties, including the title to or ownership by the Company Purchaser or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Purchaser Material Properties. (vi) None of the directors or officers of the Company Purchaser or any of its subsidiaries holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Purchaser Material Properties or in any Permit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Purchaser Material Properties and any other properties located within 20 kilometres 10 kilometers of any of the Exeter Purchaser Material Properties. (vii) The Company No Person has provided any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Purchaser with access to full and complete copies or any of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have of any of the sole rightmaterial assets of the Purchaser or any of its subsidiaries. Other than in the ordinary course of business, title and ownership neither the Purchaser nor any of all such information, data, reports and studiesits subsidiaries is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens): (A) to its Permits, patented and unpatented mining or claims (excepting the paramount title of the United States Government in unpatented mining claims), leases, licences of any other kind of concessions, claims, Permits nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter the Company Properties, all of which have been accurately and completely set out in Section 3.1(t3.1(u) of the Exeter Company Disclosure Letter and, in each case, as are necessary to perform the operation operations of the Company and each of its business subsidiaries businesses as presently owned and conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessionseasements, water rights, water permits, well permits, ditch rights, pipeline easements and rights of way and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t3.1(u) of the Exeter Company Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted and contemplated to be conducted; and (iiiC) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits derived therefrom and surface and mineral rights including all the properties (including, without limitation, the Company Material Property) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record (collectively, the “Exeter Company Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (ii) With respect to the Exeter Properties: (A) All mining concessions, unpatented mining claims or mineral property in which the Company or any of its subsidiaries has an interest or right, including the Exeter Company Properties, have been validly grantedlocated, acquiredstaked, located monumented, recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws and are valid active and subsistingin good standing with the Bureau of Land Management. The judicial proceedings Company timely performed all work and paid all maintenance fees that is has been required to perform or pay, as applicable, by virtue state and federal law, including without limitation all annual federal maintenance fee payments and recorded all notices of which intent to hold in the Chilean mining concessions, claims, leases, licences or permits owned by county where the Company or its subsidiaries that Properties are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration located. Each of the judicial ruling that granted them Company and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmaterial mineral properties, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrancesencumbrances (other than the Permitted Liens) and no third party or group holds any such rights that would be required by the Company to so explore for minerals on its material mineral properties. (iii) The Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary its subsidiaries under any agreement pertaining to their respective Exeter Company Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect. (iv) (iA) the Company and each of its subsidiaries have the exclusive right to deal with the Exeter Company Properties; (iiB) other than the applicable property lessors, royalty holders, mineral interest holders in fee lands not subject to lease, lien holders of the Permitted Liens, and the United States with regard to the unpatented mining claims, no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Company Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interestinterest from the Company or its subsidiaries; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-off- take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or any of its subsidiaries’ interests in the Exeter Company Properties, and no such rights are are, to the knowledge of the Company, threatened; (ivD) neither the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Company Properties; and (vE) the Exeter Company Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s or any of the its subsidiaries’ right, title or interest in the Exeter Company Properties or the ability of the Company or any of its subsidiaries to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties. (vi) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Company Properties or in any Permitpermit, concessionpatented or unpatented mining claim, claim lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Company Properties and any other properties located within 20 kilometres 15 miles of any of the Exeter Company Properties. (vii) The Company No person has provided any written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and purchase from the Company and or any of its subsidiaries have of any of the sole right, title and ownership assets of all such information, data, reports and studiesthe Company. Neither the Company nor any of its subsidiaries is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.

Interest in Properties. (i) Except as set out in Section 3.1(t) Subject to the paramount title of the Exeter Disclosure LetterUnited States in and to any unpatented mining claims, according and subject to the applicable Laws paramount title of the State of New Mexico in and to any leases with the State of New Mexico, each of the Company and its subsidiaries is holds the sole legal and beneficial ownerinterest, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens) in and to the following (collectively, the “Company Properties”): (A) its mining or any other kind of concessions, claims, Permits leases and licences of any nature whatsoever and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter Propertieson, the mineral properties (including, without limitation, the Company Material Property), all of which have been accurately and completely set out identified in Section 3.1(tSchedule 3.1(w)(i) of the Exeter Company Disclosure Letter Letter, and, in each case, as are necessary to perform the operation operations of the Company and each of its business subsidiaries businesses as presently owned and conducted; (iiB) to its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, interests all of which have been accurately identified completely and accurately in Section 3.1(tSchedule 3.1(w)(i) of the Exeter Company Disclosure Letter, and, in each case, as are necessary to perform the operation operations of its business as presently owned and conducted; and (iiiC) to, or is entitled to other than as set forth in Schedule 3.1(w)(i) of the benefits ofCompany Disclosure Letter, all of its properties properties, mineral rights and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights including all the properties (including, without limitation, the Company Material Property) and assets reflected in on the most recent balance sheet forming part of the Company Public Disclosure Record (collectivelyRecord, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not in each case subject to any Lien or defect in title the terms of any kind except as is specifically Agreements governing the Company Properties identified in the balance sheets forming part Schedule 3.1(w)(i) of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable LawDisclosure Letter. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or material mineral tenures and mineral property claims in which the Company or any of its subsidiaries subsidiary has an interest or right, including the Exeter Company Material Properties, have been validly grantedlocated, acquiredstaked, located recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws in all material respects and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 all material respects. (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(iiiii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except Other than as set out in Section 3.1(t)(iiSchedule 3.1(w)(iii) of the Exeter Company Disclosure Letter, no person other than each of the Company or and its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries all necessary surface rights, access rights and other rights and interests relating to its mining concessionsmineral properties (including, claimswithout limitation, leases, licences or permitsthe Company Material Property), granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals thereon, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrancesencumbrances (other than Permitted Liens) and no third party or group holds any such rights that would be required by the Company to so explore for minerals, ore or metals on its material mineral properties (including, without limitation, the Company Material Property). (iiiiv) The Company and each of its subsidiaries has duly and timely satisfied satisfied, performed and observed all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary of its subsidiaries under any lease, contract or other agreement pertaining to their respective Exeter Company Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect.; (ivv) To the knowledge of the Company, other than as set out in Schedule 3.1(w)(v) of the Company Disclosure Letter, (iA) the Company and each of its subsidiaries have the exclusive right to deal with the Exeter Company Properties; (iiB) other than the applicable property lessors, royalty holders or lienholders of Permitted Liens, no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Company Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interestinterest from the Company or any of its subsidiaries; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or any of its subsidiaries’ interests in the Exeter Company Properties, and no such rights are threatened; (iv) neither the Company nor any of its subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Properties; and (v) the Exeter Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending orare, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s or any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries to explore, prospect, exploit or develop the Exeter Properties, including the title to or ownership by the Company or its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Properties. (vi) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Properties or in any Permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Properties. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.;

Interest in Properties. (ia) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries is the sole legal and beneficial ownerCompany Subsidiaries owns, exclusively possesses or has obtained, and has valid is in compliance with, all concessions, licences, permits, certificates, orders, grants and sufficient right, ownership, title other authorizations of or from any Regulatory Authority necessary to conduct its respective businesses relating to its properties (including the Company Properties) as they are currently being conducted and interest, duly registered if applicable, free and clear of any title defect or Lien: as they are presently contemplated. (b) (i) to its mining or any other kind of concessions, claims, Permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its Exeter Properties, all of which have been Company Properties (A) are accurately and completely set out described in Section 3.1(tSchedule E, and (B) have been properly located and recorded in compliance with applicable Law and are comprised of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned valid and conductedsubsisting mineral concessions; (ii) to its real there are no mineral concessions or other property interests including fee simple estate rights of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all the Company Subsidiaries other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately than those set out in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conductedSchedule E; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Law. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property in which the Company or any of its subsidiaries a Company Subsidiary has an interest or right, including the Exeter Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance exclusive right to deal with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 Properties; (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(iiiv) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries a Company Subsidiary has any preferential right, option or material interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, Company Properties or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list of the Company or its subsidiaries surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Record, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrances. (iii) The Company and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary under any agreement pertaining to their respective Exeter Properties or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect. (iv) (i) the Company and its subsidiaries have the exclusive right to deal with the Exeter Properties; (iiv) no person or entity of any nature whatsoever other than the Company or its subsidiaries has any interest in the Exeter Properties or any right to acquire or otherwise obtain any such interest; (iii) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take royalty rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever similar provisions which would materially affect the Company’s 's or its subsidiaries’ a Company Subsidiary's interests in the Exeter Company Properties, and no such rights are threatened; (ivvi) neither the Company nor any of its subsidiaries Company Subsidiary has received any notice, whether written or oral, from any Governmental Regulatory Authority or any other person with jurisdiction or applicable authority of any revocation or intention to revoke, diminish or challenge revoke its interest in the Exeter Company Properties; and (vvii) the Exeter Company Properties are in good standing under applicable Law and comply with all Laws are adequate and suitable for the purposes for which they are currently being used and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (vc) Except as set forth in Section 3.1(t)(v) The Company and the Company Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Exeter Disclosure LetterCompany Properties conduct business granting the Company and the Company Subsidiaries the right and ability to explore for minerals, there ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Company and the Company Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Company and the Company Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Company or a Company Subsidiary, as applicable. (d) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are pending or threatened, affecting or which could affect the Company’s title to or right to explore or develop any of the subsidiaries’ right, title or interest in the Exeter Properties or the ability of the Company or its subsidiaries to explore, prospect, exploit or develop the Exeter Properties, including the title to or ownership by the Company or its subsidiaries a Company Subsidiary of any of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Company Properties. (vie) None of the directors or officers of Neither the Company holds nor any rightCompany Subsidiary, title or interest inany predecessor, norsubsidiary or Affiliate thereof, has any liability or obligation, or to the knowledge of the Company, has taken potential liability or obligation (pursuant to indemnification obligations or pursuant to any action guarantee or otherwise) in respect of or relating to obtainany assets, directly rights or indirectlyinterests (including any interests in mineral properties) which were previously held or used by the Company or any Company Subsidiary and which were sold, assigned or otherwise transferred to any right, title and interest in any of Exeter Properties other person or in any Permit, concession, claim or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation abandoned prior to the Exeter Properties and any other properties located within 20 kilometres of any of the Exeter Propertiesdate hereof. (vii) The Company has provided the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and the Company and its subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries the Company Subsidiary is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lien: (i) to its mining or any other kind of concessions, claims, Permits leases, licences, and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter Company Properties and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, interests and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Company Disclosure Record Documents (collectively, the “Exeter Company Properties”), together with all additions thereto. The Exeter Properties except as indicated in the Company Disclosure Documents and such properties and assets are not subject to any material Lien or defect in title of any kind except as is specifically identified on title or in the balance sheets forming part of the Financial Statements and public registry or in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable LawDisclosure Documents. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or mineral property claims in which the Company or any of its subsidiaries the Company Subsidiary has an interest or right, including the Exeter Company Properties, have been validly granted, acquired, located and recorded in the relevant registries of the corresponding Custodians of Mines in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law No. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list Each of the Company or its subsidiaries and the Company Subsidiary has all necessary surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company or its subsidiaries the Company Subsidiary the right and ability to conduct its business as currently conducted as disclosed in the Public Company Disclosure RecordDocuments, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries the Company Subsidiary of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries and free and clear of all material encumbrancesthe Company Subsidiary. (iii) The Each of the Company and each of its subsidiaries the Company Subsidiary has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any subsidiary the Company Subsidiary under any material agreement pertaining to their respective Exeter Company Properties or to their other respective assets or properties and each such lease, contract or other material agreement is enforceable and in full force and effect. (iv) (iA) the Company and its subsidiaries the Company Subsidiary have the exclusive right to deal with the Exeter Company Properties; (iiB) no person or entity of any nature whatsoever other than the Company or its subsidiaries the Company Subsidiary has any interest in the Exeter Company Properties or any right to acquire or otherwise obtain any such interest; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s or its subsidiaries’ the Company Subsidiary’s interests in the Exeter Company Properties, and no such rights are threatened; (iv) neither the Company nor any of its subsidiaries the Company Subsidiary has received any notice, whether written or oral, notice from any Governmental Authority Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Company Properties; and (v) the Exeter Company Properties are in good standing under and comply in all material respects with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect have a Material Adverse Effect on the Company’s or any of the subsidiaries’ Company Subsidiary’s right, title or interest in the Exeter Company Properties or the ability of the Company or its subsidiaries the Company Subsidiary to explore, prospect, exploit explore or develop the Exeter Company Properties, including the title to or ownership by the Company or its subsidiaries the Company Subsidiary of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Properties. (vi) None of the directors or officers of the Company or the Company Subsidiary holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter the Company Properties or in any Permitpermit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Company Properties and any other properties located within 20 kilometres of any of the Exeter Company Properties. (vii) The Company has provided the Purchaser Newmarket with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Company Properties and the Company and its subsidiaries the Company Subsidiary have the sole right, title and ownership of all such information, data, reports and studies.

Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each Each of the Company and its subsidiaries subsidiary is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, interest free and clear of any title defect or Lien: Lien (iother than Permitted Liens): (A) to its mining or any other kind of Permits, concessions, claims, Permits leases, licences, and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation exploration for minerals on its Exeter the Detour Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (iiB) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiariessubsidiary), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interestsinterests (collectively, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and"Detour Properties"), in each case, case as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, conducted in all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applicable Lawmaterial respects. (ii) With respect to the Exeter Properties: (A) All mining concessions, mining claims or material mineral tenures and mineral property claims in which the Company or any of its subsidiaries subsidiary has an interest or right, including the Exeter Detour Properties, have been validly grantedlocated, acquiredstaked, located recorded and recorded in the relevant registries of the corresponding Custodians of Mines maintained in accordance with all Laws and are valid and subsisting. The judicial proceedings by virtue of which the Chilean mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries that are currently in the process of being granted, as well as the mining concessions already granted regarding the relevant registration of the judicial ruling that granted them and the publication of an abstract of the same in the Chilean Official Mining Gazette, comply with all applicable Laws and, in particular, the Chilean Mining Code contained in Law Noall material respects. 18,248 of 1983 (and regulations issued thereunder), and are not subject to any nullity or voidance actions of any kind based on article 95 or any other applicable dispositions of the before mentioned Chilean Mining Code or any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The applications for renewal of all applicable mining concessions, claims, leases, licences or permits which are due to be renewed have been appropriately made by the Company or its subsidiaries. Except as disclosed in Section 3.1(t)(ii) of the Exeter Disclosure Letter, the mining concessions, claims, leases, licences or permits owned by the Company or its subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. Except as set out in Section 3.1(t)(ii) of the Exeter Disclosure Letter, no person other than the Company or its subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits or the production or profits therefrom or any royalty or stream in respect thereof, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Section 3.1(t)(ii) of the Exeter Disclosure Letter sets out a list Each of the Company or and its subsidiaries subsidiary has all material surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permitsmineral properties, granting the Company or its subsidiaries subsidiary the right and ability to conduct its business as currently conducted as disclosed in the Public Disclosure Recordexplore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company or its subsidiaries subsidiary of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or its subsidiaries subsidiary and free and clear of all material encumbrancesencumbrances and no third party or group holds any such rights that would be required by the Company to so develop the Detour Properties. (iii) The Company and each of its subsidiaries subsidiary has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any its subsidiary under any agreement pertaining to their respective Exeter Detour Properties or and, to their other respective assets or properties and the knowledge of the Company, each such lease, contract or other agreement is enforceable and in full force and effect.effect ; (iv) (iA) the Company and its subsidiaries subsidiary have the exclusive right to deal with the Exeter Detour Properties; (iiB) no person or entity of any nature whatsoever other than the Company or its subsidiaries subsidiary has any interest in the Exeter Detour Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (iiiC) except as set out in Section 3.1(t)(iv) of the Exeter Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company’s 's or its subsidiaries’ subsidiary's interests in the Exeter Detour Properties, and no such rights are are, to the knowledge of the Company, threatened; (ivD) neither the Company nor any of its subsidiaries subsidiary has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Exeter Detour Properties; and (vE) the Exeter Detour Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made., with only such exceptions as do not materially interfere with the use made by the Company or its subsidiary as of the date hereof of the rights or interests so held; (v) Except as set forth in Section 3.1(t)(v) of the Exeter Disclosure Letter, there There are no material adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company’s 's or any of the subsidiaries’ subsidiary's right, title or interest in the Exeter Detour Properties or the ability of the Company or its subsidiaries subsidiary to explore, prospect, exploit explore or develop the Exeter Detour Properties, including the title to or ownership by the Company or its subsidiaries subsidiary of the foregoing, or which might involve the possibility of any judgement or liability affecting the Exeter Detour Properties. (vi) None of the directors or officers of the Company holds any right, title or interest in, nor, to the knowledge of the Company, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Exeter Detour Properties or in any Permitpermit, concession, claim claim, lease, licence or other right to explore for, prospect, exploit, develop, mine or produce minerals from or in any manner in relation to the Exeter Detour Properties and any other properties located within 20 kilometres of any of the Exeter Detour Properties. (vii) The Company No person has provided any agreement or option or any right or privilege capable of becoming an agreement or option for the Purchaser with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Exeter Properties and purchase from the Company and or its subsidiaries have subsidiary of any of the sole rightmaterial assets of the Company. Other than in the ordinary course of business consistent with past practice, title and ownership of all such information, data, reports and studiesneither the Company nor its subsidiary is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor.