Common use of Optionee’s Representations and Warranties Clause in Contracts

Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company that: (a) it is a company duly and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;‌ (b) it has the full and undisputed power, right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, and to deal with the Property as provided for in this Option Agreement; (c) all common shares to be issued hereunder shall be duly and validly issued as fully paid and non-assessable common shares in the capital of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuance; (d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE; (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention or breach of, or constitute or result in a default under: (i) any of the terms and provisions of any law applicable to the Optionee; (ii) any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; or (iii) the constating documents of the Optionee or of any resolution of its directors or shareholders; (g) this Option Agreement has been duly executed and delivered by the Optionee and it constitutes a valid, legal and binding agreement enforceable against the Optionee in accordance with its terms; and (h) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

Optionee’s Representations and Warranties. The Optionee hereby represents and warrants to each of Boundary Optionor the following matters: 6.1 Optionee has the legal power, right and authority to enter into this Option Agreement and the Company that:instruments referenced herein and therein and to consummate the transactions contemplated hereby and thereby. 6.2 All requisite action (acorporate, trust, partnership or otherwise) it is a company duly and validly subsisting under the laws of British Columbiahas been taken by Optionee in connection with entering into this Option Agreement, and all necessary approvals the instruments referenced herein and therein and the consummation of its directors the transactions contemplated hereby and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize thereby. 6.3 Neither the entering into execution and delivery of this Option Agreement and the taking documents referenced herein and therein, nor the consummation of all actions required pursuant hereto by the Optionee;‌ (b) it has transactions contemplated herein and therein, nor the full and undisputed power, right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, and to deal compliance with the Property as provided for in this Option Agreement; (c) all common shares to be issued hereunder shall be duly and validly issued as fully paid and non-assessable common shares in the capital of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuance; (d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE; (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery terms of this Option Agreement, nor Agreement and the performance or observance of the provisions hereof, will documents referenced herein and therein conflict with or result in the violationa material breach of any terms, contravention conditions or breach provisions of, or constitute or result in a default under: (i) , any judicial or administrative order or decree, any note or other evidence of the terms and provisions an indebtedness, any contract, deed of any law applicable to the Optionee; (ii) any agreementtrust, written loan, partnership agreement or oral, other agreement to which the Optionee may be is a party or by which the Optionee is or may be bound; or. (iii) 6.4 No attachments, execution proceedings, assignments for the constating documents benefit of the Optionee creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Optionee. 6.5 No consent of any resolution of its directors partner, shareholder, creditor, investor, judicial or shareholders; (g) administrative body, authority or other party is required that has not been obtained. The individuals executing this Option Agreement has been duly executed and delivered by the instruments referenced herein on behalf of Optionee and it constitutes a the partners, members, officers or trustees of Optionee, if any, have the legal power, right, and actual authority to bind Optionee to the terms and conditions hereof and thereof. This Option Agreement and all documents required hereby to be executed by Optionee are and shall be valid, legal legally binding obligations of and binding agreement enforceable against the Optionee in accordance with its their terms; and (h) , subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principals affecting or limiting the Optionee is not a non-resident rights of Canada for the purposes of the Income Tax Act (Canada)contracting parties generally.

Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company Optionor on the date hereof that: (a) it the Optionee is a company corporation duly and incorporated, validly subsisting and in good standing under the laws of British Columbia, and all necessary approvals its jurisdiction of its directors and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;‌incorporation; (b) it the Optionee has the full and undisputed powerrequisite capacity, right power and authority to enter into execute this Agreement and deliver this Option Agreement, to perform all other agreements and observe the covenants and conditions or its part to be performed and observed hereininstruments contemplated hereby, and to deal with the Property as provided for in this Option Agreementperform its obligations hereunder and thereunder; (c) all common shares to be issued hereunder shall be duly the execution and validly issued as fully paid delivery of this Agreement, and non-assessable common shares in the capital completion of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise transactions contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to Agreement are not and will not be effective for more than four months and one day after the date of issuance; (d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE; (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention violation or breach of, or constitute or result be in a default under: conflict with: (i) any of the terms and provisions of any law applicable to the Optionee; (ii) any agreement, written instrument, permit or oral, authority to which the Optionee may be is a party or by which the Optionee is or may be bound; oror (ii) any law, statute, rule or regulation or any judicial order, award, judgment or decree applicable to the Optionee; (iiid) the constating documents Optionee has taken all actions necessary to authorize the execution and delivery of this Agreement and all other agreements and instruments contemplated hereby and will have taken all actions necessary to authorize and complete the purchase of the Property in accordance with the provisions of this Agreement; (e) this Agreement and all other agreements and instruments contemplated hereby, have been validly executed and delivered by the Optionee, and this Agreement does and all other agreements and instruments executed and delivered on behalf of the Optionee hereunder will constitute valid and binding obligations of the Optionee enforceable in accordance with their respective terms and conditions, subject to laws affecting creditors' rights generally and the discretionary nature of equitable remedies; (f) no authorization or approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Optionee of any resolution this Agreement, other than authorizations, approvals or exemptions previously obtained and currently in force or to be obtained prior to the completion of its directors or shareholdersthe transactions contemplated herein; (g) this Option Agreement has been duly executed and delivered other than any approvals, consents or acceptances which are preconditions to the completion of the transactions contemplated herein, no approvals, consents or acceptances are required to be obtained by the Optionee to permit the purchase of the Property, the issuance of the Common Shares and it constitutes a validthe other transactions contemplated by this Agreement; (h) upon the issuance thereof to the Optionor, legal the Common Shares will have been duly and binding agreement enforceable against validly authorized, allotted and issued to the Optionor and the Common Shares will be outstanding as fully paid and non-assessable and not subject to any encumbrances arising by, through or under the Optionee in accordance with its termsor any restrictions on transfer other than pursuant to applicable securities laws; and (hi) this Agreement does not contain any untrue statement by the Optionee of a material fact nor has the Optionee or any of its representatives omitted to state in this Agreement a material fact necessary in order to make the statements contained herein not misleading. Except where a time is not specified therein, the representations and warranties herein will continue in full force and effect during the term of this Agreement and will survive the termination of this Agreement for a non-resident period of Canada for 12 months. In the purposes absence of fraud, however, no claim or action will be commenced with respect to a breach of any such representation or warranty unless within such period, written notice specifying such breach in reasonable detail has been provided to the Optionee. Nothing in this Agreement will preclude the Optionee from offering as a possible defence that the other Party did not, in fact, rely to its detriment on the representation or warranty alleged by it to have been breached. The representations and warranties herein will be deemed to apply to all assignments, conveyances, transfers and other documents conveying any of the Income Tax Act (Canada)Property from the Optionor to the Optionee. There will not be any merger of any such representations or warranties in such assignments, conveyances, transfers or other documents, notwithstanding any rule of law, equity or statute to the contrary, and all such rules are hereby waived.

Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company Optionor that: (a) it is a company duly and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;‌ (b) it has the full and undisputed power, right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, and to deal with the Property as provided for in this Option Agreement; (c) all common shares Shares to be issued hereunder shall be duly and validly issued as fully paid and non-non- assessable common shares in the capital of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuanceOptionee; (d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares Shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) , and the Optionee is in compliance in all material respects with all requirements of the CSE;CSE;‌ (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention or breach of, or constitute or result in a default under:under:‌ (i) any of the terms and provisions of any law applicable to the Optionee; (ii) any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; oror‌ (iii) the constating documents of the Optionee or of any resolution of its directors or shareholders; (g) this Option Agreement has been duly executed and delivered by the Optionee and it constitutes a valid, legal and binding agreement enforceable against the Optionee in accordance with its terms; and (h) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company Optionor that: (a) it is a company duly and validly subsisting under the laws of British Columbia, and Optionee has all necessary approvals of power, authority and capacity to enter into this Agreement and to carry out its directors obligations hereunder and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into execution and delivery of this Option Agreement and the taking of has been duly authorized by all necessary actions required pursuant hereto by the Optionee;‌on its part; (b) this Agreement has been duly executed and delivered by it has the full and undisputed powerconstitutes a valid and binding obligation of it enforceable against it in accordance with its terms, right and authority subject to enter into and deliver this Option Agreementlimitations on enforcement imposed by bankruptcy, to perform and observe the covenants and conditions insolvency, reorganization or its part to be performed and observed herein, other laws affecting creditors’ rights generally and to deal with the Property extent that equitable remedies such as provided for specific performance and injunction are only available in this Option Agreementthe discretion of the court from which they are sought; (c) all common shares to be issued hereunder shall be duly and validly issued as fully paid and non-assessable common shares the consummation of this Agreement will not conflict with nor result in the capital any breach of the Optionee’s constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated is a party or by this Option Agreement, the certificates representing the common shares shall bear no legend which it is bound or restrictions on transferability or re-sale that is or purports to which it may be effective for more than four months and one day after the date of issuancesubject; (d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbiano proceedings are pending for, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE; (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware unaware of any basis for for, the institution of any proceedings proceeding leading to the dissolution or winding-up placing of the Optionee or the placing of it into in bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention or breach of, or constitute or result in a default under: (i) any of the terms and provisions of any law applicable to the Optionee; (ii) any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; or (iii) the constating documents of the Optionee or of any resolution of its directors or shareholders; (g) this Option Agreement has been duly executed and delivered by the Optionee and it constitutes a valid, legal and binding agreement enforceable against the Optionee in accordance with its termsparties; and (he) the Optionee is not a will promptly following the Effective Date seek shareholder approval for the issue of the Consideration Shares contemplated by clause 5(a)(ii)(B) (as contemplated by clause 4(a)(i)(A)) and the Consideration Shares shall, at the time of issuance, be issued in accordance with applicable securities laws and shall be duly authorized and validly allotted and issued as fully paid and non-resident assessable, free of Canada any liens, charges and Encumbrances (other than the voluntary escrow restrictions contemplated by clause 8). The representations contained in this clause 2.2 are provided for the purposes exclusive benefit of the Income Tax Act (Canada)Optionor, and a breach of any one or more representations may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation, and the representations contained in this clause 2.2 will survive the execution and delivery of this Agreement.

Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company thatOptionor as follows: (a) it is a company corporation duly incorporated and validly subsisting existing under the laws of British Columbiaits jurisdiction of incorporation, amalgamation or continuance, as the case may be, and has all necessary approvals of corporate power, authority and capacity to own its directors property and officers, assets and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;‌carry on its business as presently conducted; (b) it has the full execution, delivery and undisputed powerperformance of this Agreement do not, right and authority to enter into the fulfillment and deliver this Option Agreement, to perform and observe compliance with the covenants terms and conditions hereof by it (to the extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of, or require the consent or waiver of rights of any Person under, its part constating documents or by-laws, nor to be performed and observed hereinthe best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, and authorization or approval under any Applicable Law; or (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to deal with the Property as provided for in this Option Agreementwhich it is a party or by which it is bound or to which any of its property is subject; (c) it has all common shares necessary power, authority and capacity to be issued hereunder shall be duly enter into this Agreement and validly issued as fully paid to carry out its obligations under this Agreement and non-assessable common shares in the capital execution and delivery of this Agreement and the consummation of the Optionee as such common shares are constituted transactions contemplated in this Agreement have been duly authorized by all necessary corporate action on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuanceits part; (d) this Agreement constitutes a valid and binding obligation of it, enforceable against it in accordance with the Optionee is a reporting issuer within the meaning terms of applicable securities laws in the Provinces of British Columbiathis Agreement, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delistingsubject, suspension of trading in or cease trading order however, to limitations with respect to any securities enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the Optionee court from which they are sought; and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE; (e) the Optionee is it has not an insolvent person within the meaning incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention or breach of, or constitute or result in a default under: (i) any of the terms and provisions of any law applicable to the Optionee; (ii) any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; or (iii) the constating documents of the Optionee or of any resolution of its directors or shareholders; (g) this Option Agreement has been duly executed and delivered by the Optionee and it constitutes a valid, legal and binding agreement enforceable against the Optionee in accordance with its terms; and (h) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada)transactions contemplated herein.

Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company that: (a) it is a company duly and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;‌ (b) it has the full and undisputed power, right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, and to deal with the Property as provided for in this Option Agreement; (c) all common shares to be issued hereunder shall be duly and validly issued as fully paid and non-assessable common shares in the capital of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuance; (d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE; (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor; (f) neither the execution nor delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention or breach of, or constitute or result in a default under: (i) any of the terms and provisions of any law applicable to the Optionee; (ii) any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; or (iii) the constating documents of the Optionee or of any resolution of its directors or shareholders; (g) this Option Agreement has been duly executed and delivered by the Optionee and it constitutes a valid, legal and binding agreement enforceable against the Optionee in accordance with its terms; and (h) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

Optionee’s Representations and Warranties. The Optionee represents Optionees represent and warrants warrant to each of Boundary and the Company CMI that: (a) it is a company duly to the best of the Optionees' knowledge, information and validly subsisting belief the mining claims comprising the Property are accurately described in Exhibit A, have been properly and legally staked, recorded and tagged, are presently in good standing under the laws of British Columbiathe jurisdiction in which they are located, and all necessary approvals of its directors are free and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking clear of all actions required pursuant hereto by liens, charges and encumbrances except the Optionee;‌mineral property taxes in arrears since 2000; (b) it the Optionee has the full and undisputed power, exclusive right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, Agreement and to deal dispose of an interest in the Property in accordance with the Property as provided for in terms of this Option Agreement; (c) all common shares to be issued hereunder shall be duly the Optionees are the legal and validly issued as fully paid and non-assessable common shares in the capital beneficial Optionees of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuanceProperty described in Exhibit A; (d) there is no adverse claim or challenge against or to the Optionee is a reporting issuer within the meaning ownership of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect title to any securities of the Optionee andmining claims comprising the Property, nor to the knowledge of the OptioneeOptionees is there any basis therefor or interest therein, and there are no inquiry outstanding agreements or investigation (formal options to acquire or informal) of purchase the Property or any applicable securities regulatory authorityportion thereof, is in effect or ongoing orand no person other than CMI, pursuant to the knowledge provisions hereof, has any royalty or other interest whatsoever in production from any of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on mining claims comprising the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSEProperty; (e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware Optionees are unaware of any basis for the institution of any proceedings leading to the dissolution or winding-up placing of the Optionee or the placing of it Optionees into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis thereforpersons; (f) neither to the execution nor delivery of this Option Agreement, nor the performance or observance best of the provisions hereofOptionees' knowledge, will conflict with or result the Property and its existing and prior uses comply and have at all times complied with, and the Optionees are not in the violation, contravention or breach violation of, and has not violated, in connection with the Optioneeship, use, maintenance or constitute or result in a default under: (i) any operation of the terms Property, any applicable federal, provincial, municipal or local laws, regulations, orders or approvals relating to its operations on the Property and provisions of any law applicable to the Optionee; (ii) any agreement, written environmental or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; or (iii) the constating documents of the Optionee or of any resolution of its directors or shareholderssimilar matters; (g) this Option Agreement has been duly executed there are no orders or directions relating to environmental or similar matters requiring any work, repairs, construction or capital expenditures with respect to the Property and delivered by the Optionee and it constitutes a validconduct of the business related thereto, legal and binding agreement enforceable against nor have the Optionee in accordance with its terms; andOptionees received any notice of such; (h) no hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released into the Optionee is not environment, or deposited, discharged, placed or disposed of at, on or near the Property as a non-resident of Canada for the purposes result of the Income Tax Act Optionees' operations carried out on the Property, nor, to the best of the Optionees' knowledge, have any of the above occurred nor has the Property been used at any time by any person as a person as a landfill or waste disposal site; (Canada)i) to the best of the Optionees' knowledge (i) no notices of any violation or apparent violation of any of the matters referred to in subparagraphs (g) and (h) relating to the Property or its use have been received by the Optionees; and, (ii) there are no writs, injunctions, orders or judgments outstanding, no law suits, claims proceedings or investigations pending or threatened, relating to the use, maintenance or operation of the Property, whether related to environmental or similar matters, or otherwise, nor, to the knowledge of the Optionees, is there any basis for such law suits, claims, proceedings or investigations being instituted or filed.