Mining and Environmental Matters. (a) except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to the Key Properties, or an interest in, or right to earn an interest in the Key Properties, as described in the Public Disclosure Documents, under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements), sufficient to permit the Company and the Subsidiaries to access and use the property and explore the minerals relating thereto as currently conducted and as are appropriate in view of their rights and interests therein, except where the failure to so hold would not have a material adverse effect on the Company and the Subsidiaries on a consolidated basis; all such property claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing; (b) the Key Properties and assets thereof are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries to use, transfer or otherwise exploit such property rights; the Key Properties or the interests of the Company or Subsidiaries therein are not subject to any right of first refusal or purchase or acquisition rights; and, except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof; (c) neither the Company nor the Subsidiaries are in default of any of the material provisions of any of the agreements, documents or instruments, pursuant to which the Key Properties, or any interest therein, are held, nor has any such default been alleged; (d) other than as disclosed in the Public Disclosure Documents, the Company is not aware of any claims with respect to native or aboriginal rights currently threatened or pending with respect to any of the Key Properties; (e) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereof; (f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made; (g) the Company and the Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”), relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (“Hazardous Substances”); (h) the Company or the Subsidiaries have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on or currently proposed to be commenced by the Company or the Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor the Subsidiaries are in material default or breach of any Environmental Permit and no proceeding has been threatened, or to the knowledge of the Company is pending to revoke or limit any Environmental Permit; (i) neither the Company nor the Subsidiaries have used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which any of them own or lease or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (j) neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries, nor has the Company or the Subsidiaries received notice of any of the same; (k) there are no (i) unresolved, (ii) threatened, and (iii) to the best of the Company’s knowledge, pending, claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best knowledge of the Company, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Subsidiaries on a consolidated basis; (l) except as ordinarily or customarily required by applicable Environmental Permit, neither the Company nor the Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the Company nor the Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites; (m) all exploration activities on the properties of the Company and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with; (n) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course; (o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and (p) the Company has prepared and filed the technical reports in respect of the Key Properties in compliance with the provisions of NI 43-101.
Appears in 1 contract
Samples: Agency Agreement (Crosshair Exploration & Mining Corp)
Mining and Environmental Matters. (ai) except as disclosed in the Public Disclosure Documents, the The Company and the Subsidiaries are is:
(A) the absolute legal and beneficial owners owner of and have has good and marketable title to all of the Key Properties, material property or an interest in, or right to earn an interest assets of the Big Easy Project as described in the Key PropertiesPublic Disclosure Documents and
(B) a party to an option and joint venture agreement entitling it to obtain certain percentage ownership interests in Xxxxxx Holdings as the absolute legal and beneficial owner of and with good and marketable title to, the material property or assets thereof as described in the Public Disclosure Documents, under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements), sufficient to permit the Company and the Subsidiaries to access and use the property and explore the minerals relating thereto as currently conducted and as are appropriate in view of their rights and interests therein, except where the failure to so hold would not have a such material adverse effect on the Company and the Subsidiaries on a consolidated basis; all such property claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing;
(b) the Key Properties properties and assets thereof are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoeverwhatsoever except as described in such Public Disclosure Documents, and no other property rights (including access rights) are necessary for the conduct of the business of the Company as currently conducted; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries to use, transfer or otherwise exploit such property rights; the Key Properties or the interests of the Company or Subsidiaries therein are not subject to any right of first refusal or purchase or acquisition rightsrights except as described in such Public Disclosure Documents; and, except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(cii) neither the Company nor holds either freehold title, mining leases, mining claims, mining concessions or other conventional property, proprietary or contractual interests or rights, recognized in the Subsidiaries jurisdiction in which a particular property is located in respect of the minerals located in properties in which the Company has an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company to access the property and explore the minerals relating thereto; all such property, leases, concessions or claims and all property, leases or claims in which the Company has any interests or right have been validly located and recorded in accordance with all Applicable Laws, and are valid, subsisting and in good standing;
(iii) the Company has all necessary surface rights, access rights and other necessary rights and interests relating to its properties, including the Properties, in which the Company has an interest as described in the Public Disclosure Documents granting the Company the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of its rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Company 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 are currently in good standing in the name of the Company or its joint venture partners;
(iv) any and all of the agreements and other documents and instruments pursuant to which the Company holds its property and assets (including any option or joint venture agreement or any interest in, or right to earn an interest in, any properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and the Company is not in default of any of the material provisions of any of the such agreements, documents or instruments, pursuant to which the Key Properties, or any interest therein, are held, nor has any such default been alleged;
(d) other than . None of the Properties of the Company is subject to any right of first refusal or purchase or acquisition rights except as disclosed in the Public Disclosure Documents, the Company is not aware of any Documents relating thereto;
(v) there are no claims with respect to native or aboriginal rights currently threatened or or, to the knowledge of the Company, pending with respect to any of the Key Propertiesproperties of the Company;
(evi) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest compliance in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereof;
(f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made;
(g) the Company and the Subsidiaries are in material compliance respects with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”)foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Hazardous SubstancesEnvironmental Laws”);
(hvii) the Company or the Subsidiaries have has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on or currently proposed to be commenced by the Company or the SubsidiariesCompany, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor the Subsidiaries are is not in material default or breach of any Environmental Permit in any material respect and no proceeding has been threatenedthreatened or, or to the knowledge of the Company Company, is pending to revoke or limit any Environmental Permit;
(iviii) neither the Company nor the Subsidiaries have has not used, except in compliance in all material compliance respects with all Environmental Laws and Environmental Permits, any property or facility which any of them own it owns or lease leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substancehazardous substance;
(jix) neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders, have has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders have has not settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the SubsidiariesCompany, nor has the Company or the Subsidiaries received notice of any of the same;
(kx) there are have been no (i) unresolved, (ii) past unresolved or threatened, and (iii) to the best of the Company’s knowledge, pending, there are no pending claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best knowledge of the Company’s knowledge, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Subsidiaries on a consolidated basisCompany;
(lxi) except as ordinarily or customarily required by applicable Environmental Permitpermit, neither the Company nor the Subsidiaries have has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the The Company nor the Subsidiaries have has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(mxii) all exploration activities and mining operations on the properties Properties of the Company and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(nxiii) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course;
(o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and
(pxiv) the Company has prepared and filed the technical reports in respect of the Key Properties is in compliance with the provisions of NI 43-101 and has filed all technical reports (“Technical Reports”) required thereby, which remain current as at the date hereof. The Technical Reports comply in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Properties since the date thereof that would require a new technical report in respect of such property to be issued under NI 43-101. The Company or, to the knowledge of the Company, any predecessor thereof, made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by such authors and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Public Disclosure Documents relating to scientific and technical information, including any estimates of the mineral resources of the Properties, have been prepared in accordance with Canadian industry standards set forth in NI 43-101 and in compliance with Securities Laws in Canada. The method of estimating the mineral resources has been verified by a “qualified person” (within the meaning of NI 43-101), all material assumptions underlying the mineral resource estimates are reasonable and appropriate, the information upon which the estimates of mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof;
(xv) the title opinion to be delivered by the Company pursuant to the terms hereof covers all of the material claims and mining leases that comprise the Big Easy Project;
(xvi) the Company has obtained all Permits necessary to carry on the business of the Company as it is currently conducted. The Company is in compliance with the terms and conditions of all Permits except where noncompliance would not reasonably be expected to have a Material Adverse Effect. All of the Permits issued to date are valid, subsisting, in good standing and in full force and effect and the Company has not received any notice of proceedings relating to the revocation or modification of any such Permits nor any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted; and
(xvii) no part of the Properties or the mining rights or permits of the Company have been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened, or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.
Appears in 1 contract
Samples: Agency Agreement
Mining and Environmental Matters. (a) except the Material Property is comprised of the claims as disclosed set forth in Schedule "B" attached hereto, and all such claims are valid and in good standing;
(b) Cream Mexico holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the Public Disclosure Documents, jurisdiction in which the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to the Key Properties, or an interest in, or right to earn an interest in the Key Properties, as described in the Public Disclosure Documents, Material Property is located under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements)recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries Cream Mexico to access and use the property Material Property and explore the minerals relating thereto as currently conducted and as are appropriate in view of their rights and interests therein, except where the failure to so hold would not have a material adverse effect on the Company and the Subsidiaries on a consolidated basisproduce therefrom; all such property claimsproperty, optionsleases or claims and all property, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations leases or other agreements claims in which the Company and the Subsidiaries have Cream Mexico has any interests or right have been validly located and recorded in accordance with all applicable laws and are validvalid and subsisting; Cream Mexico has all necessary surface rights, subsisting access rights and other necessary rights and interests relating to the Material Property as described in the Public Disclosure Documents granting Cream Mexico the right and ability to access the property and explore for minerals and produce therefrom as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by Cream Mexico 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 are currently in good standingstanding in the name of Cream Mexico;
(bc) with respect to the Key Properties claims as set forth in Schedule "B" attached hereto in which Cream Mexico is the absolute legal and assets thereof are beneficial owner, Cream Mexico has good and marketable title free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever; ;
(d) any and all of the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of agreements and other documents and instruments pursuant to which the Company or Cream Mexico hold any interest in the Subsidiaries Material Property and assets related thereto (including any option agreement or any interest in, or right to useearn an interest in, transfer any property) are valid and subsisting agreements, documents or otherwise exploit such property rights; instruments in full force and effect, enforceable in accordance with the Key Properties or the interests terms thereof, Cream Mexico is not in default of any of the Company material provisions of any such agreements, documents or Subsidiaries therein instruments, nor has any such default been alleged. None of the properties constituting the Material Property (or any option agreement or any interest in, or right to earn an interest in, any such properties) are not subject to any right of first refusal or purchase or acquisition rights; andrights in favour of third parties, except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence license fee or similar payment to any person with respect to the property rights thereof;
(c) neither the Company nor the Subsidiaries are in default of any of the material provisions of any of the agreements, documents or instruments, pursuant to which the Key Properties, or any interest therein, are held, nor has any such default been alleged;
(d) thereof other than as disclosed in the Public Disclosure Documents, the Company is not aware of any ;
(e) there are no claims with respect to native or aboriginal rights currently threatened or or, to the best knowledge of the Company, pending with respect to any of the Key Properties;
(e) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereofMaterial Property;
(f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made;
(g) the Company and the Subsidiaries its subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions applicable to the Company and its subsidiaries rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”)having jurisdiction, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Hazardous SubstancesEnvironmental Laws”);
(hg) the Company or the Subsidiaries and its subsidiaries have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business as presently carried on or currently proposed to be commenced by the Company or the Subsidiariesand its subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor the Subsidiaries and its subsidiaries, as applicable, are not in material default or breach of any Environmental Permit and no proceeding has been threatened, or to the best knowledge of the Company Company, is pending to revoke or limit any Environmental Permit;
(ih) neither the Company nor the Subsidiaries its subsidiaries have used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which any of them own or lease or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substancehazardous substance;
(ji) neither the Company nor the SubsidiariesCompany, nor to the knowledge of the Company, if applicable, any predecessor titleholderscompanies, have received any notice of, or been prosecuted for an offence alleging, alleging non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the SubsidiariesCompany, nor to the knowledge of the Company, if applicable, any predecessor titleholders companies have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the SubsidiariesCompany, nor has the Company or the Subsidiaries received notice of any of the same;
(kj) there are no (i) unresolved, (ii) threatened, and (iii) to the best of the Company’s knowledge, pending, claims, complaints, notices or requests for information received by the Company or the Subsidiaries its subsidiaries with respect to any alleged material violation of the Company or its subsidiaries of any law, statute, order, regulation, ordinance or decree; and and, to the best knowledge of the Company’s knowledge, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries its subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Subsidiaries Company, on a consolidated basis;
(lk) except as ordinarily or customarily required by applicable Environmental Permitpermits, neither the Company nor the Subsidiaries its subsidiaries have received any notice wherein it is alleged or stated that it is the Company or its subsidiaries are potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the Company nor the Subsidiaries its subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(ml) all exploration activities and mining operations on the properties of the Company and the Subsidiaries its subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(nm) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries its subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries or its subsidiaries in the ordinary course;
(o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and
(pn) the Company has prepared and filed the technical reports in respect of the Key Properties is in compliance with the provisions of NI National Instrument 43-101– Standards of Disclosure for Mineral Projects, and has filed all technical reports required thereby.
Appears in 1 contract
Mining and Environmental Matters. (a) except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries Material Subsidiary are the absolute legal and beneficial owners of and have good and marketable title to to, all of the Key Properties, material property or an interest in, or right to earn an interest in the Key Properties, assets thereof as described in the Public Disclosure Documents, under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements), sufficient to permit the Company and the Subsidiaries to access and use the property and explore the minerals relating thereto as currently conducted and as are appropriate than in view respect of their rights and interests therein, except where the failure to so hold would not have a material adverse effect royalties payable on the Company and properties as disclosed in the Subsidiaries on a consolidated basis; all Public Disclosure Documents, such property claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing;
(b) the Key Properties material properties and assets thereof are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including access rights) are necessary for the conduct of the business of the Company and the Material Subsidiary as currently conducted or contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries Material Subsidiary to use, transfer or otherwise exploit such property rights; the Key Properties or the interests of the Company or Subsidiaries therein are not subject to any right of first refusal or purchase or acquisition rights; and, except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries Material Subsidiary have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(b) the Company and the Material Subsidiary holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and the Material Subsidiary have an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Material Subsidiary to access the property and explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which the Company and the Material Subsidiary have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company and the Material Subsidiary have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Company and the Material Subsidiary have an interest as described in the Public Disclosure Documents granting the Company and the Material Subsidiary the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Company and the Material Subsidiary 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 are currently in good standing in the name of the Company and the Material Subsidiary;
(c) neither any and all of the agreements and other documents and instruments pursuant to which the Company nor and the Subsidiaries Material Subsidiary holds its material property and assets (including any option agreement or any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and the Material Subsidiary are not in default of any of the material provisions of any of the such agreements, documents or instruments, pursuant to which the Key Properties, or any interest therein, are held, nor has any such default been alleged. None of the properties (or any option agreement or any interest in, or right to earn an interest in, any property) of the Company and the Material Subsidiary are subject to any right of first refusal or purchase or acquisition rights;
(d) other than as disclosed in the Public Disclosure Documents, the Company is not aware of any there are no claims with respect to native or aboriginal rights currently threatened or or, to the best knowledge of the Company, pending with respect to any of the Key Propertiesmaterial properties of the Company and the Material Subsidiary;
(e) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereof;
(f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made;
(g) the Company and the Subsidiaries Material Subsidiary are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”)foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Hazardous SubstancesEnvironmental Laws”);
(hf) the Company or and the Subsidiaries Material Subsidiary have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on or currently proposed to be commenced by the Company or and the SubsidiariesMaterial Subsidiary, and each Environmental Permit is valid, subsisting and in good standing and the neither the Company nor the Subsidiaries are Material Subsidiary is in material default or breach of any Environmental Permit and no proceeding has been threatened, or to the best knowledge of the Company Company, is pending to revoke or limit any Environmental Permit;
(ig) neither the Company nor and the Subsidiaries Material Subsidiary have not used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which any of them own it owns or lease leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substancehazardous substance;
(jh) neither the Company nor the SubsidiariesMaterial Subsidiary, nor to the knowledge of the Company, if applicable, any predecessor titleholderscompanies, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the SubsidiariesMaterial Subsidiary, nor to the knowledge of the Company, if applicable, any predecessor titleholders companies have settled any allegation of non-non- compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or and the SubsidiariesMaterial Subsidiary, nor has the Company or the Subsidiaries received notice of any of the same;
(ki) there are have been no (i) unresolved, (ii) past unresolved or threatened, and (iii) to the best of the Company’s knowledge, pending, there are no pending claims, complaints, notices or requests for information received by the Company or the Subsidiaries Material Subsidiary with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best knowledge of the Company’s knowledge, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or and the Subsidiaries Material Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Subsidiaries on a consolidated basisMaterial Subsidiary;
(lj) except as ordinarily or customarily required by applicable Environmental Permitpermit, neither the Company nor and the Subsidiaries Material Subsidiary have not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither The Company and the Company nor the Subsidiaries Material Subsidiary have not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(mk) all exploration activities operations on the properties of the Company and the Subsidiaries Material Subsidiary have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(nl) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or and the Subsidiaries Material Subsidiary except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries Material Subsidiary in the ordinary course;
(o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and
(pm) the Company has prepared and filed the technical reports in respect of the Key Properties is in compliance with the provisions of NI 43-National Instrument 43- 101–Standards of Disclosure for Mineral Projects, and has filed all technical reports required thereby.
(n) the Company’s Pinguino Project is comprised of the claims as set forth in Schedule “B” attached hereto, all of which are valid and in good standing.
Appears in 1 contract
Mining and Environmental Matters. (a) except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to the Key Properties, or an interest in, or right to earn an interest in the Key Properties, as described in the Public Disclosure Documents, under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements), sufficient to permit the Company and the Subsidiaries to access and use the property and explore the minerals relating thereto as currently conducted and as are appropriate in view of their rights and interests therein, except where the failure to so hold would not have a material adverse effect on the Company and the Subsidiaries on a consolidated basis; all such property claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing;
(b) the Key Properties and assets thereof are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries to use, transfer or otherwise exploit such property rights; the Key Properties or the interests of the Company or Subsidiaries therein are not subject to any right of first refusal or purchase or acquisition rights; and, except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(c) neither the Company nor the Subsidiaries are in default of any of the material provisions of any of the agreements, documents or instruments, pursuant to which the Key Properties, or any interest therein, are held, nor has any such default been alleged;
(d) other than as disclosed in the Public Disclosure Documents, the Company is not aware of any claims with respect to native or aboriginal rights currently threatened or pending with respect to any of the Key Properties;
(e) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereof;
(f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made;
(g) the Company and the Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”), relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (“Hazardous Substances”);
(h) the Company or the Subsidiaries have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on or currently proposed to be commenced by the Company or the Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor the Subsidiaries are in material default or breach of any Environmental Permit and no proceeding has been threatened, or to the knowledge of the Company is pending to revoke or limit any Environmental Permit;
(i) neither the Company nor the Subsidiaries have used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which any of them own or lease or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(j) neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries, nor has the Company or the Subsidiaries received notice of any of the same;
(k) there are no (i) unresolved, (ii) threatened, and (iii) to the best of the Company’s knowledge, pending, claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best knowledge of the Company, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Subsidiaries on a consolidated basis;
(l) except as ordinarily or customarily required by applicable Environmental Permit, neither the Company nor the Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the Company nor the Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(m) all exploration activities on the properties of the Company and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(n) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course;
(o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and
(p) the Company has prepared and filed the technical reports in respect of the Key Properties in compliance with the provisions of NI 43-101.
Appears in 1 contract
Samples: Agency Agreement (Crosshair Exploration & Mining Corp)
Mining and Environmental Matters. (a) except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries Material Subsidiary are the absolute legal and beneficial owners of owner of, and have has good and marketable title to the Key Propertiesto, or an leasehold interest in, all of the material property or right assets, including mining claims, concessions, licenses, leases or other instruments or agreements granting legal rights to earn an interest act as owners conferring the mineral rights in respect of the Key Properties, mineral properties thereof as described in the Public Disclosure DocumentsProspectus, under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements), sufficient to permit the Company and the Subsidiaries to access and use the property and explore the minerals relating thereto as currently conducted and as are appropriate in view of their rights and interests therein, except where the failure to so hold would not have a material adverse effect on the Company and the Subsidiaries on a consolidated basis; all such property claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing;
(b) the Key Properties and assets thereof are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoeverwhatsoever (except as described in the title opinion delivered pursuant to Section 7 hereof), and no other property rights (including access rights) are necessary for the conduct of the business of the Company and the Material Subsidiary as currently conducted or contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries Material Subsidiary to use, transfer or otherwise exploit such property rights; the Key Properties or the interests of the Company or Subsidiaries therein are not subject to any right of first refusal or purchase or acquisition rights; and, except as disclosed in the Public Disclosure DocumentsProspectus, the Company and the Subsidiaries Material Subsidiary have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(b) the Company and the Material Subsidiary hold either freehold title, mining leases, mining licenses, mining claims (patented or unpatented), option agreements, exploration and exploitation permits or licences or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and the Material Subsidiary have an interest as described in the Prospectus under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Material Subsidiary to access the property and explore the minerals relating thereto; all such property, licenses, leases or claims and all property, licenses, leases or claims in which the Company and the Material Subsidiary have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company and the Material Subsidiary have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Company and the Material Subsidiary have an interest as described in the Prospectus granting the Company or the Material Subsidiary the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Company and the Material Subsidiary 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 are currently in good standing in the name of the Company and the Material Subsidiary; no other property rights are necessary for the conduct of the Company or the Material Subsidiary’s business in respect of the material properties and there are no restrictions on the ability of the Company or the Material Subsidiary to use, transfer or otherwise exploit such property rights and the Company does not know of any claim or basis for a claim that may adversely affect such rights;
(c) neither any and all of the agreements and other documents and instruments pursuant to which the Company nor or the Subsidiaries Material Subsidiary hold their properties and assets (including any license, lease, option agreement or any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and the Material Subsidiary are, and to the best of the knowledge of the Company, any other party to such agreement, document or instrument is, not in default of any of the material provisions of any of the such agreements, documents or instruments, pursuant instruments (including failure to which the Key Properties, fulfil any payment or any interest therein, are heldwork obligations thereunder), nor has any such default been alleged. None of the properties (or any option agreement or any interest in, or right to earn an interest in, any property) of the Company or the Material Subsidiary are subject to any right of first refusal or purchase or acquisition rights;
(d) other than as disclosed in the Public Disclosure Documents, the Company is not aware of any claims with respect to native or aboriginal rights currently threatened or pending with respect to any of the Key Properties;
(e) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereof;
(f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made;
(g) the Company and the Subsidiaries are in material compliance with all Environmental Permits (as hereinafter defined), all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”)foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Hazardous SubstancesEnvironmental Laws”);
(he) the Company or and the Subsidiaries have obtained or are in the process of obtaining all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on or currently proposed to be commenced by the Company or and the Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor the Subsidiaries are in material default or breach of any Environmental Permit and no proceeding has been threatenedis pending, or to the best of the knowledge of the Company is pending Company, threatened to revoke or limit any Environmental Permit;
(if) neither the Company nor the Subsidiaries have used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which any of them own it owns or lease leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substancehazardous substance;
(jg) neither the Company nor the Subsidiaries, Subsidiaries nor to the knowledge of the Company, if applicable, any predecessor titleholderscompanies, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the Subsidiaries, Subsidiaries nor to the knowledge of the Company, if applicable, any predecessor titleholders companies have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries, nor has the Company or the Subsidiaries received notice of any of the same;
(kh) there are have been no (i) past unresolved, (ii) threatened, pending and (iii) to the best of the Company’s knowledge, pending, there are no threatened claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best knowledge of the Company, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and or the Subsidiaries on a consolidated basisSubsidiaries;
(li) except as ordinarily or customarily required by applicable Environmental Permitpermit, neither the Company nor any of the Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the The Company nor the Subsidiaries have has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(mj) there are no claims with respect to native rights currently threatened or, to the best knowledge of the Company, pending with respect to the Company or the Subsidiaries or any of the property interests of the Company or the Subsidiaries which could have a negative adverse effect on the operations of the Company or the Subsidiaries or their property interests;
(k) all mining and exploration activities on the properties of the Company and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(nl) neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any material certificate, authority, permit or license necessary to conduct the business now owned or operated by it which, if the subject of an unfavourable decision, ruling or finding would have a material adverse effect. In particular, without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modifications of any material mining or exploration authorizations, permits or licenses, nor have any of them received notice of the revocations or cancellation of, or any intention to revoke or cancel, any mining claims, groups of claims, exploration rights, concessions or leases where such proceedings, revocations, modifications, or cancellations, would have a material adverse effect;
(m) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course;
(o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and
(pn) the Company has prepared and filed the technical reports in respect of the Key Properties is in compliance with the provisions of NI 43-101., and has filed all technical reports required thereby; and
(o) all information contained in the Public Disclosure Documents relating to the Subsidiaries and the properties held by the Subsidiaries (including any ownership rights and proprietary interests relating to the properties in which they have an interest) are, true and correct in all material respects and does not contain a misrepresentation, and no material fact or facts have been omitted therefrom which would make such information materially misleading and each of the proprietary interests or rights and each of the documents, agreements and instruments relating to the proprietary interests or rights held by the Subsidiaries are currently in good standing and no other property rights are necessary for the conduct of the Subsidiaries’ businesses in respect of the properties held by the Subsidiaries;
Appears in 1 contract
Mining and Environmental Matters. (a) except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to to, all of the Key Properties, material property or an interest in, or right to earn an interest in the Key Properties, assets thereof as described in the Public Disclosure Documents, under valid, subsisting and enforceable title documents (including claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements), sufficient to permit the Company and the Subsidiaries to access and use the property and explore the minerals relating thereto as currently conducted and as are appropriate in view of their rights and interests therein, except where the failure to so hold would not have a such material adverse effect on the Company and the Subsidiaries on a consolidated basis; all such property claims, options, licences, leases, permits, concessions, option agreements, concession agreements, offers to acquire, acquisition agreements, purchase and sale agreements, contracts, subleases, reservations or other agreements in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing;
(b) the Key Properties properties and assets thereof are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than as described in the Public Disclosure Documents and no other property rights (including access rights) are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted or currently contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries to use, transfer or otherwise exploit such property rights; the Key Properties or the interests of the Company or Subsidiaries therein are not subject to any right of first refusal or purchase or acquisition rights; and, except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(b) the Company and the Subsidiaries hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and the Subsidiaries have an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to access the property and explore the minerals relating thereto; for the conduct of the business of the Company and the Subsidiaries as currently conducted or currently contemplated to be conducted; all such property, leases or claims and all property, leases or claims in which the Company and the Subsidiaries have any interests or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company and the Subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Company and the Subsidiaries have an interest as described in the Public Disclosure Documents granting the Company and the Subsidiaries the right and ability to access the property and explore for minerals as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Company 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 are currently in good standing in the name of the Company or a Subsidiary;
(c) any and all of the agreements and other documents and instruments pursuant to which the Company and the Subsidiaries hold their material properties and assets (including any option agreement or any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, neither the Company nor the Subsidiaries are in default of any of the material provisions of any of the such agreements, documents or instruments, pursuant to which the Key Properties, or any interest therein, are held, nor has any such default been alleged;
. None of the properties (dor any option agreement or any interest in, or right to earn an interest in, any property) of the Company or the Subsidiaries are subject to any right of first refusal or purchase or acquisition rights other than as disclosed in the Public Disclosure Documents, the Company is not aware of any claims with respect to native or aboriginal rights currently threatened or pending with respect to any of the Key Properties;
(e) the exploration, development & mine operating agreement dated June 7, 2007, as amended December 21, 2007, and February 28, 2008, between Ur- Energy USA Inc., and two of the Company’s subsidiaries, Target Exploration and Mining Corp., a wholly owned subsidiary of the Company, and 448018 Exploration, Inc., a wholly owned subsidiary of the Company is in good standing and the Company, through these Subsidiaries holds a 75% interest in the Bootheel project having completed expenditures of $3,000,000 and having issued 125,000 Common Shares at the date hereof;
(f) the purchase and sale agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., 448018 Exploration Inc. and the Company is valid and in good standing and all payments that are required to have been made as of the date hereof have been made;
(gd) the Company and the Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Environmental Laws”)foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Hazardous SubstancesEnvironmental Laws”);
(he) the Company or the Subsidiaries have obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business carried on or currently proposed to be commenced by the Company or the Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor the Subsidiaries are in material default or breach of any Environmental Permit and no the Company is not aware of any proceeding has been being threatened, or to the knowledge of the Company is any pending proceeding to revoke or limit any Environmental Permit;
(if) neither the Company nor the Subsidiaries have used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which any of them own or lease or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substancehazardous substance;
(jg) neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholderscompanies, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor the Subsidiaries, nor to the knowledge of the Company, if applicable, any predecessor titleholders companies have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries, nor has the Company or the Subsidiaries received notice of any of the same;
(kh) there are no (i) unresolved, (ii) threatened, and (iii) to the best of the Company’s knowledge, pending, claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best knowledge of the Company, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any materially adverse effect with respect to the Company and the Subsidiaries on a consolidated basis;
(li) except as ordinarily or customarily required by applicable Environmental Permitpermit, neither the Company nor the Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the Company nor the Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(mj) all exploration activities on the properties of the Company and the Subsidiaries have been conducted in all material respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with;
(nk) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course;
(o) the Company’s material mineral properties are comprised of the “Bootheel” and the “Central Mineral Belt” Properties and none of the other mineral properties held by the Company are considered material by the Company; and
(pl) the Company has prepared and filed the technical reports in respect of the Key Properties is in compliance with the provisions of NI National Instrument 43-101–Standards of Disclosure for Mineral Projects, and has filed all technical reports required thereby; and
(m) the Company is not currently liable as a “potentially responsible party” within the meaning of CERCLA in respect of any existing environmental liabilities associated with the Yerington Property. If the Company acquires the Yerington Property as of the date of this transaction, it qualifies as a “bona fide prospective purchaser” within the meaning of CERCLA and will have the limited financial and other responsibilities of a bona fide prospective purchaser under CERCLA or any applicable state law in respect of the remediation of any existing environmental condition at the Yerington Property; as of the time of this transaction no Government Entity has asserted a lien, charge or encumbrance (including without limitation a so-called “windfall lien”) upon the Yerington Property in respect of the costs associated with the remediation or amelioration of any environmental condition at the Yerington Property undertaken by or on behalf of any Governmental Entity.
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