Common use of Mining Claims Clause in Contracts

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. (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 The material prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessionslicenses, claims, licenses, leases, permits, consents, approvals leases and authorizations other mineral property rights (including the exploration concessions and exploitation concessions) in respect of the Material Properties Corporation Projects (“Mining Claims”) necessary to carry are set forth on their current developmentSchedule “A”, operation, exploration which schedule is a complete and maintenance activities at the Material Properties; and (ii) Mining Claims accurate list of all such rights 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) Corporation Subsidiaries. All assessments or other work required to be performed in relation to such Mining Claims are validly held by the Corporation Subsidiaries, subject to the qualifications to be set out in order the Iberian Belt West Title Opinion, and are only subject to maintain the interests Liens and royalties described in the Corporation’s Information Record or in the Iberian Belt West Title Opinion. The Corporation has a 100% legal and beneficial title and interest in the Mining Claims related to the Iberian Belt West Project. All 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 themthe Material Projects, except as set out described in Schedule “A” or disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure PackageCorporation’s Information Record. Except as set out disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure PackageCorporation’s Information Record, no other mineral or property rights are necessary for the current conduct of any Corporation Subsidiary’s business as presently conducted or as contemplated in the CompanyCorporation’s and any Subsidiaries’ business and Information Record; and, as disclosed in the Corporation’s Information Record, there are no material restrictions on the ability of the Company or any Corporation Subsidiaries to use, access, transfer or otherwise exploit any such property rights except as required by applicable lawLaw. In respect of all such Mining Claims: (i) neither the Corporation nor any Corporation Subsidiary has received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims; (ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre- emptive rights under any of the Mining Claims; (iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect; (iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and further documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and (v) there is no actual or, to the knowledge of the Corporation, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims (except as disclosed in the Corporation’s Information Record).

Mining Claims. (i) Except as disclosed in the Registration StatementThe material mining permits, the Prospectuses and the Pricing Disclosure Packagelicenses, (i) the Company or one of its Subsidiaries is the owner of the material prospectingclaims, options, concessions, exploration, developmentexploitation, ingressextraction and other mineral property rights (to the extent obtained) that are set forth in Schedule "D" (collectively, egressthe "Mining Claims") is a complete and accurate list of all such rights held by Orezone and the Material Subsidiaries. No such permits, access and surface rightslicences, mining and mineral rightsclaims, options, concessions, claimsexploration, licensesexploitation, leases, permits, consents, approvals extraction 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 other mineral property rights are held by the Company Essakane SARL 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 regardGold Fields Burkina Faso SARL. 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 or charges and, except as disclosed in the Offering Documents, no material royalty is payable currently or upon the occurrence of any event or circumstance under any contract or applicable law in respect of any of them, except as set out in the Registration Statement, the Prospectuses and the Pricing Disclosure PackageOffering Documents. Except as set out in the Registration Statement, the Prospectuses and the Pricing Disclosure PackageOffering Documents, no other property rights are necessary for the current conduct of Orezone's or the Company’s and any Material Subsidiaries’ ' business as it is currently being conducted, as described in the Offering Documents; and there are no material restrictions on the ability of Orezone or the Company or any Material Subsidiaries to use, transfer or otherwise exploit any such property rights in respect of the business of the Company and the Material Subsidiaries as it is currently being conducted, as described in the Offering Documents, 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 cover the properties required by Orezone and the Material Subsidiaries for such purposes as are contemplated by the Technical Reports.

Mining Claims. (ia) Except Schedule 4.39(a) sets forth a true and complete list of all unpatented mining claims and mill sites owned by the Company (the "Owned Mining Claims") and unpatented mining claims and mill sites leased or subleased by Company (the "Leased Mining Claims"). The Company holds good record title to and a possessory interest in each of the Owned Mining Claims and a valid and enforceable leasehold or subleasehold interest in each Leased Mining Claim, in each case free and clear of all Encumbrances except for Permitted Encumbrances. The Company took, and has taken, all necessary acts under Law to properly maintain the Owned Mining Claims and the Leased Mining Claims during all times when the Company or any of its Affiliates owned or controlled said claims, and will continue to take such acts through the Closing Date. (b) With respect to each Owned Mining Claim and each Leased Mining Claim, except as disclosed may be specified in the Registration Statement, the Prospectuses and the Pricing Disclosure Package, Title Reports or in Schedule 4.39(b): (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 Propertiesexclusive possession thereof; and (ii) Mining Claims held by to the Company knowledge of such Seller, all such claims were located, staked, filed and recorded on available public domain land in compliance with all applicable Laws; (iii) assessment work (if applicable) sufficient to satisfy the requirements of applicable Laws was timely and properly performed on or its Subsidiaries cover for the properties required by the Company benefit of all such claims and any Subsidiaries for affidavits evidencing such purposes as contemplated by the Technical Reports. (ii) All assessments work were timely recorded, or other work claim maintenance fees required to be performed paid under federal Law in relation to such Mining Claims lieu of the performance of assessment work in order to maintain the interests of the Company and any Subsidiaries therein claims have been performed to date timely and the Company properly paid and its Subsidiaries affidavits or other notices evidencing such payments as required under applicable Laws have complied in all material respects with all applicable governmental laws, regulations been timely 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 properly filed 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 recorded; (iv) there are no material restrictions on conflicts with mining claims owned by other parties other than as disclosed in the ability Title Reports; (v) there are no Proceedings pending or, to such Seller's knowledge, threatened against or affecting any of such claims; and (vi) the Company is the sole and exclusive owner or lessee of such claims, subject only to paramount ownership by the United States of America, and the rights of third parties to use and occupy the lands within such claims pursuant to the Multiple Mineral Development Act of 1954, the Surface Resources and Multiple Use Act of 1955, and the Federal Land Policy and Management Act of 1976. Nothing herein shall be deemed a representation or warranty that any unpatented mining claim contains a discovery of valuable minerals, or that the Company has established or is maintaining pedis possessio rights with respect to any such claim, or with respect to the validity of the Company or any Subsidiaries to use, transfer or otherwise exploit any such property rights except as required by applicable lawmill sites.

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. (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 The material prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessionslicenses, claims, licenses, leases, permits, consents, approvals leases and authorizations other mineral property rights (including the exploration concessions and exploitation concessions in respect of the Material Properties Chilean Projects) (the “Mining Claims”) necessary to carry are set forth on their current developmentSchedule “A”, operation, exploration which schedule is a complete and maintenance activities at the Material Properties; and (ii) accurate list of all such rights. All such Mining Claims are validly held by the Company or its Subsidiaries cover Project Option Grantors, subject to 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 qualifications 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 StatementTitle Opinion, and are only subject to the Prospectuses Liens and royalties described in the Pricing Disclosure PackageTitle Opinion. Except as set out in disclosed to the Registration Statement, the Prospectuses and the Pricing Disclosure PackageAgent, no other property rights are necessary for the current conduct of the CompanyCorporation’s and any Subsidiaries’ business or the Corporation’s Subsidiary's currently expected business, and there are no material restrictions on the ability of the Company Corporation or any Subsidiaries the Corporation’s Subsidiary or, to the knowledge of the Corporation, the Project Option Grantors to use, access, transfer or otherwise exploit any such property rights except as required by applicable lawLaw and as disclosed to the Agent. In respect of all Mining Claims: (i) neither the Corporation nor any Corporation’s Subsidiary have received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims; (ii) neither the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, the consummation of the transactions contemplated herein or therein, nor the execution, delivery and performance by the Corporation and the Corporation’s Subsidiary will cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims; (iii) to the knowledge of the Corporation, all exploration permits, leases, concessions, license and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement (other than has been disclosed to the Agent); and (iv) to the knowledge of the Corporation, there is no actual or threatened adverse claim against, or challenge to, the ownership by the Project Option Grantors of, or the Project Option Grantors’ title to, the Mining Claims.

Mining Claims. (i) Except as disclosed All interests 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 rightsclaims, concessions, claims, licenses, mining leases, permitsleases of occupation, consentsexploitation or extraction rights, approvals and authorizations in respect of the Material Properties participating interests or other conventional property or property interests or rights or similar rights (“Mining Claims”) necessary relating to carry on their current developmentthe Lac des Iles mine (including the Offset Zone), operationthe Sleeping Giant mine, exploration the Discovery Project, the Flordin Property and maintenance activities at the Material Shebandowan West Project (collectively, the “Principal Properties; ”) (in each case as defined in the General Disclosure Package and (iithe Final Prospectuses) Mining Claims that are 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 liens or charges, and no material royalty is payable in respect of any of them, except except, in each instance, as set out disclosed in the Registration StatementGeneral Disclosure Package and the Final Prospectuses and, to the extent applicable, the Prospectuses and title opinions of the Pricing Disclosure PackageCompany’s legal counsel to be delivered in connection with the offering of Securities. Except as set out disclosed in the Registration Statement, the Prospectuses General Disclosure Package and the Pricing Disclosure PackageFinal Prospectuses, no other property rights are necessary for the current conduct of the Company’s business as presently conducted or as proposed to be conducted by the Company as described in the General Disclosure Package and any Subsidiaries’ business the Final Prospectuses, and there are no material restrictions on the ability of the Company or any and the Subsidiaries to use, transfer use or otherwise exploit any such property rights. Except as disclosed in the General Disclosure Package and the Final Prospectuses, the Company has no reason to believe that it will not be able to obtain or acquire such property or other rights except as may be necessary to develop, operate (or further develop and operate) or re-open, as applicable, the Principal Properties. Except as disclosed in the General Disclosure Package and the Final Prospectuses, Mining Claims held by the Company or the Subsidiaries cover the properties required by applicable lawthe Company for the purposes described in the General Disclosure Package and the Final Prospectuses.

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 The material prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessionslicenses, claims, licenses, leases, permits, consents, approvals leases and authorizations other mineral property rights (including the exploration concessions and exploitation concessions) in respect of the Material Properties Saskatchewan Project (“Mining Claims”) necessary to carry are set forth on their current developmentSchedule “A”, operation, exploration which schedule is a complete and maintenance activities at the Material Properties; and accurate list of all such rights held (iidirectly or indirectly) 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) Corporation. All assessments or other work required to be performed in relation to such Mining Claims are validly held (directly or indirectly) by the Corporation, subject to the qualifications to be set out 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 regardTitle Opinion. All Such 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 described in Schedule “A” or disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure PackageCorporation’s Information Record. Except as set out disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure PackageCorporation’s Information Record, no other mineral or property rights are necessary for the current conduct of the CompanyCorporation’s business as presently conducted and any Subsidiaries’ business as contemplated in the Corporation’s Information Record; and there are no material restrictions on the ability of the Company or any Subsidiaries Corporation to use, access, transfer or otherwise exploit any such property rights except as required by applicable lawLaw and as disclosed in the Corporation’s Information Record. Except as disclosed in the Corporation’s Information Record, and except in respect of permits to be obtained in the ordinary course that are reasonably expected to be received by the Corporation in a timely fashion, the Corporation beneficially and legally owns the Mining Claims necessary to carry on its current and proposed exploration and exploitation activities. In respect of all such Mining Claims: (i) the Corporation has neither received nor has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims; (ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims; (iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect; (iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and other documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and (v) there is no actual or, to the knowledge of the Corporation, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims.

Mining Claims. (i) Except as disclosed All interests 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 rightsclaims, concessions, claims, licenses, mining leases, permitsleases of occupation, consentsexploitation or extraction rights, approvals and authorizations in respect of the Material Properties participating interests or other conventional property or property interests or rights or similar rights (“"Mining Claims”") necessary relating to carry on their current developmentthe Lac des Iles mine (including the Offset High Grade Zone), operation, exploration the Shebandowan West Project and maintenance activities at the Material Properties; APP (in each case as defined in the General Disclosure Package and (iithe Final Prospectuses) Mining Claims that are 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 liens or charges, and no material royalty is payable in respect of any of them, except except, in each instance, as set out disclosed in the Registration Statement, General Disclosure Package and the Final Prospectuses and the Pricing Disclosure Packagetitle opinions of the Company's legal counsel to be delivered in connection with the offering of Securities. Except as set out disclosed in the Registration Statement, the Prospectuses General Disclosure Package and the Pricing Disclosure PackageFinal Prospectuses, no other property rights are necessary for the current conduct of the Company’s 's business as presently conducted or as proposed to be conducted by the Company as described in the General Disclosure Package and any Subsidiaries’ business the Final Prospectuses, and there are no material restrictions on the ability of the Company or any and the Subsidiaries to use, transfer use or otherwise exploit any such property rights. Except as disclosed in the General Disclosure Package and the Final Prospectuses, the Company has no reason to believe that it will not be able to obtain or acquire such property or other rights except as may be necessary to develop and operate (or further develop and operate) the Lac des Iles mine (including the Offset High Grade Zone), the Shebandowan West Project and the APP. Except as disclosed in the General Disclosure Package and the Final Prospectuses, Mining Claims held by the Company or the Subsidiaries cover the properties required by applicable lawthe Company for the purposes described in the General Disclosure Package and the Final Prospectuses.

Mining Claims. (i) Except as disclosed in the Registration StatementThe material mining licenses, the Prospectuses and the Pricing Disclosure Packageclaims, (i) the Company or one of its Subsidiaries is the owner of the material prospectingconcessions, exploration, development, ingress, egress, access extraction and surface rights, mining and other mineral rights, concessions, claims, licenses, leases, permits, consents, approvals and authorizations property rights that are set forth in respect of the Material Properties Schedule 3 hereto (“Mining Claims”) necessary to carry on their current development), operation, exploration is a complete and maintenance activities at the Material Properties; and (ii) Mining Claims accurate list of all such rights held by the Company or its Subsidiaries cover the properties required by the Company and any Subsidiaries for such purposes subsidiaries to the Queensway Gold Project (as contemplated by the Technical Reports. (ii) defined herein). 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 subsidiaries therein have been performed to date and the Company and its Subsidiaries subsidiaries, if any, 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 subsidiaries are in good standing, are valid and enforceable, are free and clear of any material Liens or charges 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 Subsidiariessubsidiaries’ business and there are no material restrictions on the ability of the Company or any Subsidiaries 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, (i) the Company or one of its subsidiaries, if any, is the owner of Mining Claims necessary to carry on their current exploration activities at the Queensway Gold Project, but not proposed mining operations; and (ii) Mining Claims held by the Company or its subsidiaries, if any, cover the properties required by the Company and any subsidiaries for such purposes as contemplated by the Technical Report.