Mining Claims. All interests in material mining claims, concessions, exploitation or extraction rights or similar rights (“Mining Claims”) that are held by the Company or any of its Material Subsidiaries are in good standing, are valid and enforceable, are free and clear of any material Liens, and no material royalty is payable in respect of any of them, except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package; except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package, no other material property rights are necessary for the conduct of the Company’s business as described therein, and there are no material restrictions on the ability of the Company and its Material Subsidiaries to use, transfer or otherwise exploit any such property rights except as required by applicable law; except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package, the Mining Claims held by the Company or its Material Subsidiaries cover the properties required by the Company for the purposes described therein.
Mining Claims. (i) Except as disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure Package, (i) the Company or one of its Subsidiaries is the owner of the material prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessions, claims, licenses, leases, permits, consents, approvals and authorizations in respect of the Material Properties (“Mining Claims”) necessary to carry on their current development, operation, exploration and maintenance activities at the Material Properties; and (ii) Mining Claims held by the Company or its Subsidiaries cover the properties required by the Company and any Subsidiaries for such purposes as contemplated by the Technical Reports.
(ii) All assessments or other work required to be performed in relation to such Mining Claims in order to maintain the interests of the Company and any Subsidiaries therein have been performed to date and the Company and its Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with all legal or contractual obligations to third parties in this regard. All Mining Claims of the Company and any Subsidiaries are in good standing, are valid and enforceable, are free and clear of any material Liens and no material royalty is payable in respect of any of them, except as set out in the Registration Statement, the Prospectuses and the Pricing Disclosure Package. Except as set out in the Registration Statement, the Prospectuses and the Pricing Disclosure Package, no other property rights are necessary for the current conduct of the Company’s and any Subsidiaries’ business and there are no material restrictions on the ability of the Company or any Subsidiaries to use, transfer or otherwise exploit any such property rights except as required by applicable law.
Mining Claims. All interests in material mining claims, concessions, exploitation or extraction rights or similar rights (the “Mining Claims”) that are held by the Company or any of its Subsidiaries are or will be fairly and accurately described in the Registration Statement and the Prospectus in all material respects and are in good standing, are valid and enforceable, and are free and clear of any material Liens or charges, except as disclosed in the Registration Statement and the Prospectus.
Mining Claims. All interests in mining claims, concessions, exploitation or extraction rights or similar rights comprising the Material Properties (“Mining Claims”) are in good standing, are valid and enforceable, are free and clear of any material Encumbrances, except as could not reasonably be expected to have a Material Adverse Effect, and no royalty is payable in respect of any of them, except as disclosed in the Registration Statement and the Prospectuses; except as disclosed in the Registration Statement and the Prospectuses, there are no material restrictions on the ability of the Company and its Material Subsidiaries to use, transfer or otherwise exploit any such property rights except as required by applicable law; except as disclosed in the Registration Statement and the Prospectuses, the Mining Claims held by the Company or its Material Subsidiaries cover the Material Properties required by the Company for the purposes described therein.
Mining Claims. With respect to unpatented mining claims that are included within the Properties, whether owned outright or held under lease or other contractual arrangement, except as provided in Exhibit H and subject to the paramount title of the United States:
(i) the unpatented mining claims were properly laid out and monumented; (ii) all required location and validation work was properly performed; (iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies; (iv) a assessment work or maintenance fees required to hold the unpatented mining claims has been performed in a manner consistent with that required of the owner of the claim through the assessment year ending on or before September 1, 1998; (v) all affidavits of assessment work, maintenance fees, and other filings to maintain the claims in good standing have been properly recorded or filed with appropriate governmental agencies; (vi) the claims are free and clear of defects, liens and encumbrances arising by, through or under AMPI and (vii) AMPI has no knowledae of conflicting unpatented mining claims. Nothing in this Section 5.16, however, shall be deemed to be a representation or a warranty that each of the unpatented mining claims has a discovery of minerals within its respective boundaries. With respect to those unpatented mining claims that were not located by AMPI or an affiliate of AMPI, but are included within the properties, AMPI makes the foregoing representations and warranties (with the foregoing exceptions) to the best of its knowledge and belief.
Mining Claims. All interests of the Company in material mining claims, concessions, mining leases, exploitation or extraction rights or other property interests or rights or similar rights (“Mining Claims”) are completely and accurately described in all material respects in the Prospectuses and are in good standing, are valid and enforceable, are free and clear of any material liens or charges, and no royalty is payable in respect of any of them, except as disclosed in the Prospectuses (exclusive of any amendment or supplement thereto); there are no expropriations or similar proceedings or challenges to title or ownership, actual or threatened, of which the Company is aware or has received notice against the Mining Claims or any part thereof. Except as disclosed in the Prospectuses (exclusive of any amendment or supplement thereto), no other property rights are necessary for the conduct of the Company’s business as presently conducted, and there are no material restrictions on the ability of the Company to use, transfer or otherwise exploit any such property rights except as required by applicable law. The Company has no reason to believe that it will not be able to obtain or acquire such property rights as may be necessary to develop and operate its existing projects. Except as disclosed in the Prospectuses (exclusive of any amendment or supplement thereto), the Mining Claims held by the Company cover the properties required by the Company for such purposes described therein.
Mining Claims. (a) Schedule 1.15(a) of the Company Disclosure Letter sets forth a true, correct, and complete list of all patented mining claims owned by the Company and its subsidiaries or otherwise forming part of the US Operations (“Patented Claims”) and identifies which entity owns each such Patented Claim. The Company and its subsidiaries hold good and marketable title to all Patented Claims, in each case free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its subsidiaries currently lease any Patented Claims to any third party.
(b) Schedule 1.15(b) of the Company Disclosure Letter sets forth a true, correct, and complete list of all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) owned or leased or subleased by the Company or any of its subsidiaries or otherwise forming part of the US Operations (“Unpatented Claims”) and identifies which entity holds each such claim or site. Neither the Company nor any of its subsidiaries currently lease any Unpatented Claims to any third party.
(c) With respect to the Unpatented Claims:
(i) Subject to the paramount title of the United States of America, the Company and its subsidiaries are the sole owner of each Unpatented Mining Claim, free and clear of all Liens, except for Permitted Liens.
(ii) Each Unpatented Claim was validly located, recorded and filed with all appropriate Governmental Authorities, and the monuments of location for the Unpatented Claims are on federal public land open for mineral claim staking.
(iii) All affidavits of assessment work or applicable holding fees in lieu thereof paid and all other filings required to maintain the Unpatented Claims in good standing have been properly and timely recorded or filed with appropriate Governmental Authorities.
(d) Schedule 1.15(d) of the Company Disclosure Letter sets forth a true, correct, and complete list of all patented and unpatented mining claims leased or subleased by the Company and its subsidiaries or otherwise forming part of the US Operations (“Leased Claims” and together with the Patented Claims and the Unpatented Claims, the “US Claims”) and identifies which entity leases or subleases each such Leased Claim. The Company or one or more of its subsidiaries holds a valid and subsisting leasehold or subleasehold interest in each Leased Claim. With respect to each Leased Claim (i) all leases or subleases under which the Company or one of its subsidiaries leases or subleases any ...
Mining Claims. All interests in material mining claims, concessions, exploitation or extraction rights or similar rights (“Mining Claims”) that are held by the Company or any of its Subsidiaries are in good standing, are valid, subsisting and enforceable, are free and clear of any material Liens or charges and, other than as set out in the Offering Documents, and other than assessment credits payable to governmental entities, no material commission, royalty, licence fee or similar payment is payable in respect of any of them. No other property rights are necessary for the conduct of the Company’s business as currently carried on as set out in the Offering Documents; and there are no material restrictions on the ability of the Company and its Subsidiaries to use, transfer or otherwise exploit any such property rights. The Company and its Subsidiaries are the holders of Mining Claims necessary to carry on the activities of the Company as currently conducted. Mining Claims held by the Company and its Subsidiaries cover the areas required by the Company for such purposes.
Mining Claims. All interests in material mining claims, concessions, exploitation or extraction rights or similar rights (“Mining Claims”) that are held by Pretivm or Pretivm Exploration are in good standing, free and clear of any material Liens, other than the Permitted Encumbrances, and except as disclosed in the Prospectus and any Prospectus Amendment, or as constitutes a Permitted Encumbrance, no royalty is payable in respect of any of them. Except as disclosed in the Prospectus and any Prospectus Amendment, no other material property rights are necessary for the conduct of Pretivm’s business as described therein and there are no material restrictions on the ability of Pretivm and Pretivm Exploration to use, transfer or otherwise exploit any such property rights. The Mining Claims by Pretivm or Pretivm Exploration cover the properties required by Pretivm for the purposes described in the Prospectus and no other property rights are necessary for the conduct of Pretivm’s business as described in the Prospectus. No dispute between Pretivm or Pretivm Exploration and any local, native or indigenous group exists or to the knowledge of Pretivm is threatened or imminent with respect to the Snowfield Project, the Brucejack Project or Pretivm’s exploration activities that could reasonably be expected to have a Material Adverse Effect.
Mining Claims. The material mining licenses claims, concessions, exploration, extraction and other mineral property rights that are set forth in the title opinion (the “January Title Opinion”) provided to WWCM pursuant to the Company’s most recent equity financing completed in January 2007 (collectively, the “Mining Claims”) is, in all material respects (but subject to non-material variations since the date of the January Title Opinion), a complete and accurate list of all such rights held by Western and the Material Subsidiaries. All Mining Claims of Western and the Material Subsidiaries that are held by Western or the Material Subsidiaries, are in good standing, are valid and enforceable, are free and clear of any material Liens or charges (except pursuant to security interests granted under the Credit Facility) and no material royalty is payable in respect of any of them, except as set out in the Offering Documents. Except as set out in the Offering Documents, no other property rights are necessary for the conduct of Western’s or the Material Subsidiaries’ business as it is currently being conducted; and there are no material restrictions on the ability of Western or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights except as required by applicable law. Except as disclosed in the Offering Documents, the Material Subsidiaries are the owners of Mining Claims necessary to carry on their current and proposed mining and exploration activities as disclosed in the Offering Documents. Except as disclosed in the Offering Documents, Mining Claims held by Western or the Material Subsidiaries cover the properties required by Western for such purposes as contemplated by the Technical Report.
