Common use of Mining and Environmental Matters Clause in Contracts

Mining and Environmental Matters. The Company hereby represents, warrants and covenants to and with the Agents, and acknowledges that the Agents are relying on same in entering into this Agreement, that: (a) The Company and the Material Subsidiaries are, and at all material times have been, 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 “Mining and Environmental Laws”) relating to the protection of the environment, occupational health and safety, current or proposed mining, exploration or development activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”) and so far as the Company is aware, there are in relation to each of the Company and the Material Subsidiaries no past or present events, conditions, circumstances, activities, practices or incidents which materially interfere with or materially prevent compliance with or which give rise to any material liability under the Mining and Environmental Laws or otherwise form the basis of any claim, action, suit, proceedings, hearing or investigations relating to the environment or any breach of the Mining and Environmental Laws, nor has the Company been notified of any such liability or breach; (b) other than as described in the Prospectus, the Company and the Material Subsidiaries have, collectively, obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries as described in the Prospectus and each Permit is or will be at the time of such commencement valid, subsisting and in good standing and neither the Company nor any of the Material Subsidiaries is in material default or breach of any Permit and, to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Permit; (c) neither the Company nor the Material Subsidiaries have used, except in material compliance with all Mining and Environmental Laws and Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) neither the Company nor any Material Subsidiary has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Mining and Environmental Law, nor is the Company aware of any circumstances that could give rise to any such notice or prosecution, nor is the Company aware of any such notice which has been given to a prior occupant of the Material Mineral Properties which remains applicable to the Company and neither the Company nor any Material Subsidiary have settled any allegation of non-compliance short of prosecution in respect of any of the Material Mineral Properties. 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 its Material Subsidiaries, nor has the Company or any of its Material Subsidiaries received notice of any of the same; (e) neither the Company nor the Material 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 Mining and Environmental Laws and neither the Company nor the Material Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites; (f) the Company and the Material Subsidiaries, on a consolidated basis, own, control or have legal rights to, through mining tenements of various types and descriptions, such rights, titles, leases and interests as are materially necessary or appropriate to authorize and enable it to access the Material Mineral Properties and carry on the material mineral exploration and/or mining activities as currently being undertaken or proposed to be undertaken on the Material Mineral Properties (as described in the Prospectus) (collectively, the “Mining Rights”) and have obtained such Mining Rights as may be required to implement their plans with respect to mineral exploration and/or mining activities on the Material Mineral Properties as described in the Prospectus (including in the section entitled “Use of Proceeds”) and are not in default of such Mining Rights, except for any default which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basis; (g) all assessments or other work required to be performed in relation to the Mining Rights in order to maintain its interest therein, if any, have been performed to date and the Company and the Material Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basis and all such Mining Rights are in good standing in all material respects as of the date of this Agreement; (h) the Company or its Material Subsidiaries are the absolute legal and beneficial owner of, and have good and marketable title to the Mining Rights and other assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than pursuant to Macquarie Bank Limited Loan Facility entered into on July 7, 2010. The Company and its Material Subsidiaries know of no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights and the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof other than as disclosed in the Company’s Information Record; (i) any and all of the agreements and other documents and instruments pursuant to which the Company and the Material Subsidiaries hold the Material Mineral Properties and assets (including any interest in, or right to earn an interest in, the Material Mineral Properties), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and there has been no material default under any lease, license or claim pursuant to which the Company or its Material Subsidiaries derive an interest in the Material Mineral Properties or assets and all taxes required to be paid with respect to the Material Mineral Properties and assets to the date hereof have been paid. The interests of the Company or its Material Subsidiaries in the Material Mineral Properties are not subject to any right of first refusal or purchase or acquisition rights; (j) in respect of the Material Mineral Properties, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries except for ongoing evaluations, assessments, studies or tests conducted by or on behalf of the Company in the ordinary course; and (k) the Company is in compliance with the provisions of NI 43-101 and has filed all technical reports required thereby and the information set forth in the Offering Documents relating to the Material Mineral Properties and expressly derived from such technical reports, have been reviewed and verified by the authors thereof and all such information was at the time of delivery, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of preparation thereof.

Mining and Environmental Matters. The Company hereby represents, warrants and covenants Except as set forth on Schedule ‎5.10 or as would not be material to and with the AgentsBusiness, and acknowledges that in connection with its operation of the Agents are relying on same in entering into this AgreementBusiness, thatto Seller’s Knowledge: (a) The Company the Seller is and the Material Subsidiaries are, and at all material times have has been, since July 26, 2016, 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 “Mining and Environmental Laws”) relating to the protection of the environment, occupational health and safety, current or proposed mining, exploration or development activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”) and so far as the Company is aware, there are in relation to each of the Company and the Material Subsidiaries no past or present events, conditions, circumstances, activities, practices or incidents which materially interfere with or materially prevent compliance with or which give rise to any material liability under the Mining and Environmental Laws or otherwise form the basis of any claim, action, suit, proceedings, hearing or investigations relating to the environment or any breach of the Mining and Environmental Laws, nor has the Company been notified of any such liability or breach; (b) other than as described in the Prospectus, the Company and the Material Subsidiaries have, collectively, obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries as described in the Prospectus and each Permit is or will be at the time of such commencement valid, subsisting and in good standing and neither the Company nor any of the Material Subsidiaries is in material default or breach of any Permit and, to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Permit; (c) neither the Company nor the Material Subsidiaries have used, except in material compliance with all Mining and Environmental Laws and Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) neither the Company nor any Material Subsidiary has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Mining and Environmental Law, nor is the Company aware of any circumstances that could give rise to any such notice or prosecution, nor is the Company aware of any such notice which has been given to a prior occupant of the Material Mineral Properties which remains applicable to the Company and neither the Company nor any Material Subsidiary have settled any allegation of non-compliance short of prosecution in respect of any of the Material Mineral Properties. 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 its Material Subsidiaries, nor has the Company or any of its Material Subsidiaries received notice of any of the same; (e) neither the Company nor the Material 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 Mining and Environmental Laws and neither the Company nor the Material Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites; (f) the Company and the Material Subsidiaries, on a consolidated basis, own, control or have legal rights to, through mining tenements of various types and descriptions, such rights, titles, leases and interests as are materially necessary or appropriate to authorize and enable it to access the Material Mineral Properties and carry on the material mineral exploration and/or mining activities as currently being undertaken or proposed to be undertaken on the Material Mineral Properties (as described in the Prospectus) (collectively, the “Mining Rights”) and have obtained such Mining Rights as may be required to implement their plans with respect to mineral exploration and/or mining activities on the Material Mineral Properties as described in the Prospectus (including in the section entitled “Use of Proceeds”) and are not in default of such Mining Rights, except for any default which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basis; (g) all assessments or other work required to be performed in relation to the Mining Rights in order to maintain its interest therein, if any, have been performed to date and the Company and the Material Subsidiaries have complied in all material respects with all applicable governmental lawsMining Law and Environmental Law except with respect to violations that have been fully abated or resolved, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not either individually or in the aggregate have a material adverse effect on the Company and the Material SubsidiariesSeller has obtained, on a consolidated basis and all such Mining Rights are is in good standing compliance in all material respects as with, all Environmental Permits and Mining Permits required for the conduct of its Business and operations, and the ownership, occupation, operation and use of the date of this Agreement;Real Property and the Mines and other property in accordance with Mining Law and Environmental Law, and all such Environmental Permits or Mining Permits are valid and in full force and effect in all material respects. (hi) there are no pending nor threatened Environmental Claims or other actions to deny, revoke or terminate any Environmental Permits or Mining Permits possessed or applied for by the Company or its Material Subsidiaries are the absolute legal Seller and beneficial owner ofthere has not been any such Environmental Claim since July 26, and have good and marketable title to the Mining Rights and other assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than pursuant to Macquarie Bank Limited Loan Facility entered into on July 7, 2010. The Company and its Material Subsidiaries know of no claim or basis for any claim, including a claim 2016 except with respect to native rights, violations that might have been abated or could adversely affect resolved; (ii) there are no pending Environmental Claims or threatened Environmental Claims against the right thereof to access, use, transfer or otherwise exploit Seller; (iii) the Mining Rights and the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment Seller is not subject to any person outstanding Order under any Environmental Law or Mining Law; (iv) no Seller or, to Seller’s Knowledge, any other Person has Released, stored or disposed of any Hazardous Substances in quantities and concentrations requiring notification of a Governmental Agency or remediation pursuant to Environmental Law on or beneath the Purchased Assets or in a manner that would reasonably be expected to result in material Liability, remediation or investigation under any Environmental Law or Mining Law except pursuant to, and in compliance with, a Permit. (c) (i) Seller has not located and no other Person has located, any underground storage tanks on the Real Property that could reasonably be expected to result in material Environmental Liability and (ii) with respect to the Mining Rights thereof other than as disclosed in the Company’s Information Record; (i) any and all of the agreements and other documents and instruments pursuant to which the Company and the Material Subsidiaries hold the Material Mineral Properties and assets (including any interest in, or right to earn an interest in, the Material Mineral Properties), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and there has been no material default under any lease, license or claim pursuant to which the Company or its Material Subsidiaries derive an interest in the Material Mineral Properties or assets and all taxes required to be paid with respect to the Material Mineral Properties and assets to the date hereof have been paid. The interests of the Company or its Material Subsidiaries in the Material Mineral Properties are not subject to any right of first refusal or purchase or acquisition rights; (j) in respect of the Material Mineral PropertiesPurchased Assets, there are no ongoing environmental auditsunderground injection xxxxx, evaluationsradioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed other than in compliance in all material respects with all Environmental Laws or as would not be reasonably expected to require any material remediation or investigation pursuant to Environmental Law. Notwithstanding any provision herein to the contrary, assessmentsthe parties hereto acknowledge their understanding and agreement that (i) for purposes of this Agreement, studies no representations or tests warranties other than those expressly set forth in this Section ‎5.10 and Section ‎5.5(b) shall be deemed to have been made with regard to compliance with Mining Permits, Environmental Permits, Mining Law and Environmental Law; and (ii) no representation, warranty, agreement or other provision in this Agreement or in any other Ancillary Agreement relating to the Company or the Material Subsidiaries except for ongoing evaluations, assessments, studies or tests conducted by or on behalf of the Company in the ordinary course; and (k) the Company is in Seller’s compliance with the provisions of NI 43-101 and applicable Mining Permits, Environmental Permits, Mining Law or Environmental Law shall be construed to mean that Seller has filed all technical reports complied with any water quality standard or parameter (e.g., as to selenium, conductivity or otherwise) other than a water quality standard or parameter required thereby and the information by Environmental Laws or expressly set forth in the Offering Documents relating to the Material Mineral Properties Mining Permits and expressly derived from such technical reports, have been reviewed and verified by the authors thereof and all such information was at the time of delivery, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of preparation thereofEnvironmental Permits listed on Schedule ‎2.1(g).

Mining and Environmental Matters. The Notwithstanding any other representation or warranty contained in this Article IV, the representations and warranties contained in this Section 4.12 and Sections 4.6, 4.7, 4.8, 4.11 and 4.14 constitute the sole and exclusive representations and warranties of the Seller on behalf of the Company hereby representsrelating to compliance with or Liability under any Mining Law, warrants Environmental Law, Releases of Hazardous Materials and covenants to and with the Agents, and acknowledges that the Agents are relying any other Environmental matters. Except as set forth on same in entering into this Agreement, thatSchedule 4.12: (a) The Company and the Material Subsidiaries are, and at all material times have been, 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 “Mining and Environmental Laws”) relating to the protection Seller’s knowledge and except as may be due solely to the action or omission to act of the environmentBuyer, occupational health and safety, current or proposed mining, exploration or development activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”) and so far as the Company is aware, there are and has been in relation to each of the Company and the Material Subsidiaries no past or present events, conditions, circumstances, activities, practices or incidents which materially interfere with or materially prevent compliance with or which give rise to any material liability under the Mining and Environmental Laws or otherwise form the basis of any claim, action, suit, proceedings, hearing or investigations relating to the environment or any breach of the Mining and Environmental Laws, nor has the Company been notified of any such liability or breach; (b) other than as described in the Prospectus, the Company and the Material Subsidiaries have, collectively, obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries as described in the Prospectus and each Permit is or will be at the time of such commencement valid, subsisting and in good standing and neither the Company nor any of the Material Subsidiaries is in material default or breach of any Permit and, to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Permit; (c) neither the Company nor the Material Subsidiaries have used, except in material compliance with all Mining and Environmental Laws since September 30, 2020; (b) to the Seller’s Knowledge, the Company has obtained and Permitsis in material compliance with, any property except as may be due solely to the action or facility which it owns omission to act of the Buyer, all Environmental or leases Mining Permits required for the conduct of its business and operations, and the ownership, occupation, operation and use of its Real Property and other property, under Mining or previously owned Environmental Law, and all such Environmental or leasedMining Permits are valid and in good standing; (c) there are no pending nor, to generatethe Seller’s Knowledge, manufacturethreatened Environmental Claims or other actions to deny, processrevoke or terminate any Environmental or Mining Permits possessed or applied for by the Company, distributeand there has not been any such Environmental Claim since September 30, use, treat, store, dispose of, transport or handle any Hazardous Substance2020; (d) neither to Seller’s Knowledge, there are no polychlorinated biphenyls, per-and polyfluoroalkyl substances or any asbestos or asbestos containing materials located on or within the Real Property or any real property formerly owned, leased or operated by Company, and the Company nor any Material Subsidiary has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Mining and Environmental Law, nor is the Company aware of any circumstances that could give rise to any such notice or prosecution, nor is the Company aware of any such notice which has been given to a prior occupant of the Material Mineral Properties which remains applicable to the Company and neither the Company nor any Material Subsidiary have settled any allegation of non-compliance short of prosecution in respect of any of the Material Mineral Properties. 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 its Material Subsidiaries, nor has the Company or any of its Material Subsidiaries received notice of predecessors sells or has sold any of the sameproduct containing asbestos or that utilizes or incorporates asbestos containing materials in any way; (e) neither the Company nor the Material Subsidiaries have has not received any pending Environmental Claim or 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 of any Mining and currently threatened Environmental Laws and neither the Company nor the Material Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sitesClaim; (f) the Company and the Material Subsidiaries, on a consolidated basis, own, control has not agreed to nor is it subject to any outstanding Order under any Environmental or have legal rights to, through mining tenements of various types and descriptions, such rights, titles, leases and interests as are materially necessary or appropriate to authorize and enable it to access the Material Mineral Properties and carry on the material mineral exploration and/or mining activities as currently being undertaken or proposed to be undertaken on the Material Mineral Properties (as described in the Prospectus) (collectively, the “Mining Rights”) and have obtained such Mining Rights as may be required to implement their plans with respect to mineral exploration and/or mining activities on the Material Mineral Properties as described in the Prospectus (including in the section entitled “Use of Proceeds”) and are not in default of such Mining Rights, except for any default which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basisLaw; (g) all assessments to Seller’s Knowledge, there has been no Release or other work required threatened Release of any Hazardous Materials at the Real Property or any real property formerly owned, leased or operated by Company in a manner that would reasonably be expected to be performed result in relation to the Liability under any Environmental or Mining Rights in order to maintain its interest therein, if any, have been performed to date and the Company and the Material Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basis and all such Mining Rights are in good standing in all material respects as of the date of this AgreementLaw; (h) no Real Property or any real property formerly owned, leased or operated by Company is listed or, to the Company or its Material Subsidiaries are Seller’s Knowledge, is proposed to be listed on the absolute legal and beneficial owner ofNational Priorities List, the Comprehensive Environmental Response, Compensation, and have good and marketable title to Liability Information System or the Mining Rights and other assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than pursuant to Macquarie Bank Limited Loan Facility entered into on July 7, 2010. The Company and its Material Subsidiaries know of no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights and the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof other than as disclosed in the Company’s Information RecordNational Corrective Action Priority System; (i) the Seller has no information indicating that any and all Person, including any employee, may have impaired health, as the result of the agreements and other documents and instruments pursuant to which the Company and the Material Subsidiaries hold the Material Mineral Properties and assets (including any interest in, or right to earn an interest in, the Material Mineral Properties), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and there has been no material default under any lease, license or claim pursuant to which the Company or its Material Subsidiaries derive an interest in the Material Mineral Properties or assets and all taxes required to be paid with respect to the Material Mineral Properties and assets to the date hereof have been paid. The interests operations of the Company or its Material Subsidiaries any Release from or on any land, building or other improvement owned, leased or used in the Material Mineral Properties are not subject to any right operation of first refusal or purchase or acquisition rightsthe Company; (j) in respect to Seller’s Knowledge, no underground storage tanks are or have ever been located on the Real Property or any real property formerly owned, leased or operated by Company; (k) to Seller’s Knowledge (i) the Company has all Permits required under any Mining or Environmental Laws that are necessary for the conduct of the Material Mineral Properties, there are Company’s operations at the Real Property and for any alterations or improvements at the Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) no ongoing environmental audits, evaluations, assessments, studies or tests relating changes to the Company terms or conditions of such Permits will be required in connection with the Material Subsidiaries except for ongoing evaluations, assessments, studies or tests conducted by or on behalf consummation of the Company in the ordinary coursetransactions contemplated hereby; and (kl) the Seller has caused the Company is in compliance with the provisions to provide to Buyer copies of NI 43-101 all documents, records and has filed all technical reports required thereby and the information set forth in the Offering Documents relating to Company’s possession or control concerning Environmental Conditions or potential liability under Environmental or Mining Laws, including any previously conducted Environmental assessments, compliance audits, asbestos surveys and documents regarding any Releases at, upon or from the Material Mineral Properties Real Property or any real property formerly owned, leased or operated by Company, and expressly derived from such technical reports, have been reviewed Environmental and verified by the authors thereof Mining agency reports and all such information was at the time of delivery, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of preparation thereofcorrespondence.

Mining and Environmental Matters. The Company hereby represents, warrants and covenants to and with the Agents, and acknowledges that the Agents are relying Except as set forth on same in entering into this Agreement, thatSchedule 4.12: (a) The and except for fully paid, discharged and settled citations and notices of violation issued by MSHA, the Alabama Surface Mining Commission or the Alabama Department of Environmental Management, each Company is and has been during the Material Subsidiaries areXxxx Ownership Period and, and at all material times have beento the Shareholders’ Knowledge, prior to the Xxxx Ownership Period, in material compliance with all applicable federal, provincial, state, municipal Mining Law 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 “Mining and applicable Environmental Laws”) relating to the protection of the environment, occupational health and safety, current or proposed mining, exploration or development activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”) and so far as the Company is aware, there are in relation to each of the Company and the Material Subsidiaries no past or present events, conditions, circumstances, activities, practices or incidents which materially interfere with or materially prevent compliance with or which give rise to any material liability under the Mining and Environmental Laws or otherwise form the basis of any claim, action, suit, proceedings, hearing or investigations relating to the environment or any breach of the Mining and Environmental Laws, nor has the Company been notified of any such liability or breachLaw; (b) other than each Company has obtained, and is in material compliance with, all Environmental or Mining Permits required for the conduct of its business and operations as described in the Prospectuscurrently conducted, the Company and the Material Subsidiaries haveownership, collectivelyoccupation, obtained all material licenses, permits, approvals, consents, certificates, registrations operation and use of its Leased Real Property and other authorizations under property, all applicable legislation including such Environmental or Mining and Environmental Laws (the “Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries as described in the Prospectus and each Permit is or will be at the time of such commencement valid, subsisting Permits are valid and in good standing and neither the Company nor any applications for renewal of the Material Subsidiaries is in material default or breach of any Permit and, to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Permitsuch Permits have been submitted on a timely basis; (c) neither the Company nor the Material Subsidiaries have used, except in material compliance with all Mining and Environmental Laws and Permits, any property or facility which it owns or leases or previously owned or leasedthere are no pending nor, to generatethe Shareholders’ Knowledge, manufacturethreatened Environmental Claims or other actions to deny, processrevoke or terminate any Environmental or Mining Permits possessed or applied for by any Company, distributeand, useto the Shareholders’ Knowledge, treatthere has not been any such Environmental Claim during the Xxxx Ownership Period and, storeto the Shareholders’ Knowledge, dispose of, transport or handle any Hazardous Substanceprior to the Xxxx Ownership Period; (d) neither the Company nor any Material Subsidiary has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Mining and Environmental Law, nor is the Company aware of any circumstances that could give rise to any such notice or prosecution, nor is the Company aware of any such notice which has been given to a prior occupant of the Material Mineral Properties which remains applicable to the Company and neither the Company nor any Material Subsidiary have settled any allegation of non-compliance short of prosecution in respect of any of the Material Mineral Properties. There Shareholders’ Knowledge, 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 its Material Subsidiaries, nor has the Company polychlorinated biphenyls or any of its Material Subsidiaries received notice of asbestos or asbestos containing materials located on, under or within the Leased Real Property, and, to the Shareholders’ Knowledge, no Company sells or has sold any of the sameproduct containing asbestos or that utilizes or incorporates asbestos containing materials in any way; (e) neither the no Company nor the Material Subsidiaries have has received any pending Environmental Claim or 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 of any Mining and currently threatened Environmental Laws and neither the Company nor the Material Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sitesClaim; (f) during the Xxxx Ownership Period and, to the Shareholders’ Knowledge, prior to the Xxxx Ownership Period, no Company has agreed, and the Material Subsidiariesno Company is currently subject, on a consolidated basis, own, control to any outstanding Order under any Environmental Law or have legal rights to, through mining tenements of various types and descriptions, such rights, titles, leases and interests as are materially necessary or appropriate to authorize and enable it to access the Material Mineral Properties and carry on the material mineral exploration and/or mining activities as currently being undertaken or proposed to be undertaken on the Material Mineral Properties (as described in the Prospectus) (collectively, the “Mining Rights”) and have obtained such Mining Rights as may be required to implement their plans with respect to mineral exploration and/or mining activities on the Material Mineral Properties as described in the Prospectus (including in the section entitled “Use of Proceeds”) and are not in default of such Mining Rights, except for any default which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basisLaw; (g) all assessments or other work required to be performed in relation to the Shareholders’ Knowledge, during the Xxxx Ownership Period and, to the Shareholders’ Knowledge, prior to the Xxxx Ownership Period, there has been no Release or threatened Release of any Hazardous Materials at any property currently owned, leased, controlled or operated by any Company in a manner that would reasonably be expected to result in material Liability under any Environmental Law or Mining Rights in order to maintain its interest therein, if any, have been performed to date and the Company and the Material Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Subsidiaries, on a consolidated basis and all such Mining Rights are in good standing in all material respects as of the date of this AgreementLaw; (h) during the Company or its Material Subsidiaries are the absolute legal and beneficial owner ofXxxx Ownership Period and, and have good and marketable title to the Mining Rights and other assets thereof free of all mortgagesShareholders’ Knowledge, liensprior to the Xxxx Ownership Period, chargesno Company has owned, pledges, security interests, encumbrances, claims leased or demands whatsoever conducted operations at any location other than pursuant to Macquarie Bank Limited Loan Facility entered into on July 7, 2010. The Company the Leased Real Property and its Material Subsidiaries know of no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights and the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof other than as disclosed those locations referenced in the Company’s Information RecordSchedule 4.12(h); (i) any and all of no Leased Real Property is listed or, to the agreements and other documents and instruments pursuant Shareholders’ Knowledge, is proposed to which be listed on the Company and the Material Subsidiaries hold the Material Mineral Properties and assets (including any interest in, or right to earn an interest inNational Priorities List, the Material Mineral Properties)Comprehensive Environmental Response, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been allegedCompensation, and there has been no material default under any lease, license Liability Information System or claim pursuant to which the Company or its Material Subsidiaries derive an interest in the Material Mineral Properties or assets and all taxes required to be paid with respect to the Material Mineral Properties and assets to the date hereof have been paid. The interests of the Company or its Material Subsidiaries in the Material Mineral Properties are not subject to any right of first refusal or purchase or acquisition rightsNational Corrective Action Priority System; (j) in respect to the Shareholders’ Knowledge, no Person, including any employee, has impaired health as the result of the Material Mineral Propertiesoperations of any Company or any Release from or on any land, there building or other improvement owned, leased, controlled or used in the operation of any Company, other than with respect to impaired health documented by workers’ compensation claims or occurring or resulting from the Ordinary Course of Business; (k) to the Shareholders’ Knowledge, no underground storage tanks are no ongoing environmental or have ever been located on the Leased Real Property; (l) the Shareholders have caused the Companies to provide or make available to Buyer copies of all documents, records and written information in the Companies’ possession or control concerning Environmental Conditions or potential liability under Environmental Laws or Mining Laws, including previously conducted Environmental assessments, compliance audits, evaluationsasbestos surveys and documents regarding any Releases at, assessmentsupon or from the Leased Real Property, studies or tests relating to the Company or the Material Subsidiaries except for ongoing evaluations, assessments, studies or tests conducted and Environmental and Mining agency reports and correspondence; (m) all Reclamation performed by or on behalf of any Company during the Company Xxxx Ownership Period and, to the Shareholders’ Knowledge, prior to the Xxxx Ownership Period, has been performed in all material respects in a manner and to the ordinary coursestandards that a prudent person with the requisite skill and experience engaged in surface mining would perform such reclamation and meets in all material respects the requirements of the applicable Mining Permit and any associated mine reclamation plan approved by the Surface Mining Commission. The liability amounts for mine closing and reclamation obligations recorded on the Interim Financial Statements is, to the Shareholders’ Knowledge, equal to or in excess of the amount of such obligations, determined on the basis of such Company’s actual historic reclamation and closure costs and currently planned mine life. All reclamation bonds affecting the Companies’ operations have been approved as adequate by the required Governmental Authorities to complete Reclamation in accordance with all applicable Permits and Laws; (n) to the Shareholders’ Knowledge, none of the Leased Real Property constitutes tribal lands, land subject to treatment as a National Heritage Area, burial lands or cemeteries, land where the Companies’ valid existing rights as defined by the Surface Mining Control and Reclamation Act of 1977, as amended (“SMCRA”), have been challenged, lands that have been challenged as or declared unsuitable for mining under SMCRA or lands designated as critical habitat under the Endangered Species Act; and (ko) to the Company is in compliance with Shareholders’ Knowledge, none of the provisions Leased Real Property has any pre-historic or historic archeological sites that could reasonably be expected to impede the use of NI 43-101 and has filed all technical reports required thereby and the information set forth Leased Real Property in the Offering Documents relating to manner in which the Material Mineral Properties and expressly derived from such technical reports, Companies have been reviewed and verified by historically used the authors thereof and all such information was at the time of delivery, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of preparation thereofLeased Real Property.

Mining and Environmental Matters. The Company hereby represents, warrants and covenants to and with the Agents, and acknowledges that the Agents are relying on same in entering into this Agreement, that: (a) The Company and to the Material Subsidiaries arebest of the Corporation’s knowledge, and at all material times have beenhaving made due inquiry, Pelangio, with respect to the Detour Lake Property, is 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 “Mining and Environmental Laws”) relating to the protection of the environment), occupational health and safetysafety or the processing, current or proposed mining, exploration or development mining activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”) and so far as the Company is aware, there are in relation to each of the Company and the Material Subsidiaries no past or present events, conditions, circumstances, activities, practices or incidents which materially interfere with or materially prevent compliance with or which give rise to any material liability under the Mining and Environmental Laws or otherwise form the basis of any claim, action, suit, proceedings, hearing or investigations relating to the environment or any breach of the Mining and Environmental Laws, nor has the Company been notified of any such liability or breach); (b) other than as described in the Final Prospectus, the Company and the Material Subsidiaries Corporation will have, collectivelyupon completion of the Acquisition, obtained all material licenseslicences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Permits”) necessary as at the date hereof of the completion of the Acquisition for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries Corporation as described in the Final Prospectus including for certainty with respect to the Detour Lake Property, and each Permit is or will be at the time of such commencement valid, subsisting and in good standing and neither the Company nor any of the Material Subsidiaries is Corporation will not be in material default or breach of any Permit and, to the best of the knowledge of the CompanyCorporation, no proceeding is pending or threatened (other than as disclosed in the Final Prospectus) to revoke or limit any Permit; (c) neither the Company nor the Material Subsidiaries have Corporation has not used, except in material compliance with all Mining and Environmental Laws and Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) neither the Company nor any Material Subsidiary Corporation nor, to the best of the Corporation’s knowledge, having made due inquiry, Pelangio with respect to the Detour Lake Property, has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Mining and Environmental Law, nor is and the Company aware of any circumstances that could give rise to any such notice or prosecution, nor is the Company aware of any such notice which Corporation has been given to a prior occupant of the Material Mineral Properties which remains applicable to the Company and neither the Company nor any Material Subsidiary have not settled any allegation of non-non- compliance short of prosecution in respect of any of the Material Mineral Propertiesprosecution. 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 to be acquired by the Company Corporation under the Purchase Agreement or its Material Subsidiariesthe Detour Lake Property, nor has the Company or any of its Material Subsidiaries Corporation received notice of any of the samesame in respect of the assets to be acquired by the Corporation on completion of the Acquisition; (e) neither the Company nor the Material Subsidiaries have Corporation 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 Mining and Environmental Laws and neither the Company nor the Material Subsidiaries have Corporation has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites; (f) on completion of the Company and Acquisition, the Material Subsidiaries, on a consolidated basis, Corporation will own, control or have legal rights to, through mining tenements all of various types and descriptions, such the rights, titles, leases titles and interests as are materially necessary or appropriate to authorize and enable it to access the Material Mineral Properties and carry on the material mineral exploration and/or mining activities as currently being undertaken or proposed to be undertaken on the Material Mineral Properties (contemplated as described in the Prospectus) (collectively, the “Mining Rights”) Final Prospectus and will have obtained or, upon performance of all conditions precedent expects to be able to obtain, such Mining Rights rights, titles and interests as may be required to implement their such plans with respect to mineral exploration and/or mining activities on the Material Mineral Properties as described in the Prospectus (including in the section entitled “Use of Proceeds”) such properties and are will not be in default of such Mining Rightsrights, except for any default which would not either individually or in the aggregate have a material adverse effect on the Company titles and the Material Subsidiaries, on a consolidated basisinterests; (g) all the Corporation is not aware of any assessments or other work required to be performed in relation to the Mining Rights Corporation’s material property interests and rights to be acquired on completion of the Acquisition in order to maintain its the Corporation’s interest and rights therein, if any, have been and all such assessments and other work performed to date and the Company and the Material Subsidiaries have has complied in all material respects with all applicable governmental laws, regulations and policies with respect to such property interests and rights, in this regard as well as addition to compliance in all material respects with regard to all contractual obligations to third parties in this regard parties, except for any non-compliance which would not not, either individually or in the aggregate aggregate, have a material adverse effect on the Company and Corporation. All mining claims to be acquired pursuant to the Material Subsidiaries, on a consolidated basis and all such Mining Rights Purchase Agreement are in good standing in all material respects as of the date of this AgreementAgreement and shall be in good standing in all material respects as of the Closing Date and as of the date of completion of the Acquisition; (h) upon completion of the Company or its Material Subsidiaries are Acquisition, the Corporation will be the absolute legal and beneficial owner of, and have good and marketable title to to, the Mining Rights and other assets thereof Detour Lake Property free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever (other than pursuant Permitted Encumbrances as defined in the Purchase Agreement) and no other property rights will be necessary for the conduct of the business of the Corporation as currently conducted or contemplated to Macquarie Bank Limited Loan Facility entered into on July 7be conducted as described in the Final Prospectus. Except as disclosed in the Final Prospectus, 2010. The Company and its Material Subsidiaries know to the best of the Corporation’s knowledge, there is no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights such property rights and the Company and its Material Subsidiaries have Corporation has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof other than as disclosed in the Company’s Information Recordproperty rights thereof; (i) the Purchase Agreement is a valid and subsisting agreement, in full force and effect, enforceable in accordance with the terms thereof, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitation Act, 2002 (Ontario), and neither the Corporation or Pelangio is in default of any of the material provisions of the Purchase Agreement nor has any such default been alleged; (j) upon completion of the Acquisition, any and all of the agreements and other documents and instruments pursuant to which the Company and the Material Subsidiaries Corporation shall hold the Material Mineral Properties its property and assets or options (including any interest in, or right to earn an interest in, the Material Mineral Properties), are any property) shall be valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the Company discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and its Material Subsidiaries are waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitation Act, 2002 (Ontario), and, upon completion of the Acquisition, the Corporation shall not be in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been allegedinstruments, and there has been no material default such properties and assets shall be in good standing under any leasethe applicable statutes and regulations of the jurisdictions in which they are situated, license or claim pursuant to which and upon completion of the Company or its Material Subsidiaries derive an interest in the Material Mineral Properties or assets and Acquisition, all taxes required to be paid with respect to the Material Mineral Properties such properties and assets to the date hereof of the Acquisition shall have been paid. The interests of the Company Corporation in, or its Material Subsidiaries in rights of the Material Mineral Properties Corporation to earn an interest in, any property of the Corporation are not subject to any right of first refusal or purchase or acquisition rights, other than as described in the Final Prospectus; (jk) except as disclosed to the Agents and as disclosed in respect of the Material Mineral PropertiesFinal Prospectus, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to the Company or the Material Subsidiaries Corporation except for ongoing evaluations, assessments, studies or tests assessments conducted by or on behalf of the Company Corporation in the ordinary course; (l) other than as disclosed in the Final Prospectus, there are no claims with respect to native rights or native land claims currently or, to the best of the knowledge of the Corporation, pending or threatened with respect to any of the Corporation’s mining or property interests; and (km) the Company Corporation is in material compliance with the provisions of NI 43-National Instrument 43- 101 – Standards of Disclosure for Mineral Projects, and has filed all required technical reports required thereby and the information set forth in the Offering Documents relating to the Material Mineral Properties and expressly derived from such technical reports, have been reviewed and verified by the authors thereof and all such information was at the time of delivery, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of preparation thereofthereby.