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

Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee that: (a) the Mineral Rights comprising the Property, and any Permitted Encumbrances in relation thereto, are properly and accurately described in Schedule B; (b) each of the Mineral Rights comprised in the Property is in good standing under the laws of the Province of Quebec as to the incurring of expenditures and the payment of taxes or other monies to the expiry dates shown in Schedule A, and all work in relation to the Property that is eligible for credit under the laws of Province of Quebec has been properly and accurately filed; (c) the Mineral Rights comprised in the Property have been duly and validly staked and recorded or otherwise properly and legally acquired; (d) it is the registered holder of each of the Mineral Rights listed in Schedule A as shown therein, and except for the Permitted Encumbrances, is free and clear of all Encumbrances, and the Optionor is in exclusive possession of such Mineral Rights; (e) other than the Permitted Encumbrances, there are no outstanding agreements or options to acquire or purchase any of the Mineral Rights comprised in the Property, no person has any royalty or other interest whatsoever in production therefrom, and there is no adverse claim or challenge (including, without limitation, any aboriginal land claim) against or to the ownership of or title to any of the Mineral Rights described in Schedule A, nor to the best of its knowledge is there any basis therefor; (f) all payments to be made and obligations to be fulfilled by the Optionor as of the date hereof pursuant to any applicable laws and regulations have been made or fulfilled, there has been no notice given of default, claiming an indemnity, of an intention to abandon property or any other notice contemplated thereunder to be given by the Optionor, and the Optionor has not waived or postponed any of its rights thereunder; (g) there are no rights of first refusal, back in rights, bump up rights, abandonment rights or other rights, options or elections under the any instrument or agreement which would affect the Optionor’s right, title and interest in and to the Property; (h) the Optionor has received no notice and has no knowledge of any proposal to terminate or vary the terms of or rights attaching to any of the Mineral Rights described in Schedule A from any government or other regulatory authority; (i) no proceedings are pending for and the Optionor is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionor or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons; (j) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Property or the conduct of the business related thereto, nor to the best of its knowledge have any activities on the Property been in violation of any environmental law, regulations or regulatory prohibition or order, and to the best of its knowledge, conditions on and relating to the Property are in compliance with such laws, regulations, prohibitions and orders; (k) the Optionor has advised the Optionee of all of the material information relating to the mineral potential of the Mineral Rights of which it has knowledge; and (l) to the best of the its knowledge, there is no fact or circumstance known to the Optionor which has not been disclosed to the Optionee which would render any of the foregoing representations and warranties untrue, incomplete or otherwise misleading.

Optionor’s Representations and Warranties. The Optionor Each of Strongbow and UML, jointly and severally, represents and warrants to the Optionee that: (a) each of the Mineral Rights comprising the Property, and any Permitted Encumbrances in relation thereto, are properly Properties (i) is fully and accurately described in Part I of Schedule BA, including any Encumbrances in relation thereto is fully and accurately described in Part III of Schedule A, and neither of them nor any of their Affiliates has an interest in any other Mineral Rights which are located wholly or in part within the Area of Interest; (bii) each of the Mineral Rights comprised in the Property is in good standing under the laws of the Province of Quebec as to applicable laws, including the incurring of expenditures and the payment of surface taxes or other monies to the expiry dates shown as indicated in Part I of Schedule A, each of such Mineral Properties are in the process of being re-issued by the relevant issuing authority, and all work in relation to neither of them are aware of any basis upon which the Property that is eligible for credit under the laws re-issuance of Province any of Quebec has been properly and accurately filedsuch Mineral Properties could be denied; (ciii) the Mineral Rights comprised in the Property have been duly and validly staked and recorded or otherwise properly and legally acquired;, and (div) it is are wholly owned by and recorded or registered in the registered holder name of each of the Mineral Rights listed in Schedule A as shown thereinUML, and except for the Permitted Encumbrances, is free and clear of all EncumbrancesEncumbrances except those specifically identified in Part III of Schedule A, and the Optionor is in exclusive possession of such Mineral RightsProperties; (eb) each of the Lands is fully and accurately described in Part II of Schedule A, including any Encumbrances in relation hereto, have been properly and legally acquired, are wholly owned by and recorded or registered in the name of UML, free and clear of all Encumbrances except those specifically identified in Part III of Schedule A, and the Optionor is in exclusive possession of such Lands; (c) the leasehold interest comprised in the lands is in good standing under the terms of the lease, all rent, taxes and other than amounts due and payable pursuant to the Permitted Encumbranceslease have been paid, and neither party thereunder has given notice of default thereunder or breach thereof nor, to their knowledge, is there any basis for such notice to be given; (d) there are no outstanding agreements or options to acquire or purchase any of the Mineral Rights comprised in the PropertyProperties, no person other than Summit Exploration Ltd. (who hold a 2% net smelter returns royalty under a purchase agreement dated 15/09/99) has any royalty or other interest whatsoever in production therefrom, and there is no adverse claim or challenge (including, without limitation, any aboriginal land claim) against or to the ownership of or title to any of the Mineral Rights described in Schedule AProperties, nor to the best of its knowledge is there any basis therefor, other than any royalty that may eventually be payable to the Government of Northern Ireland or the Crown Estate; (f) all payments to be made and obligations to be fulfilled by the Optionor as of the date hereof pursuant to any applicable laws and regulations have been made or fulfilled, there has been no notice given of default, claiming an indemnity, of an intention to abandon property or any other notice contemplated thereunder to be given by the Optionor, and the Optionor has not waived or postponed any of its rights thereunder; (g) there are no rights of first refusal, back in rights, bump up rights, abandonment rights or other rights, options or elections under the any instrument or agreement which would affect the Optionor’s right, title and interest in and to the Property; (he) the Optionor has received no notice and has no knowledge of any proposal to terminate or vary the terms of or rights attaching to previously comprised in any of the Mineral Rights described in Schedule A Properties from any government or other regulatory authority; (if) no proceedings are pending for and the Optionor is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionor either of them or the placing of it either of them into bankruptcy or subject to any other laws governing the affairs of insolvent persons; (jg) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Property Lands or the conduct of the business related thereto, nor to the best of its knowledge have any activities on or in relation to the Property any of the Properties been in violation of any environmental law, regulations or regulatory prohibition or order, and to the best of its their knowledge, conditions on and relating to the Property Properties are in compliance with such laws, regulations, prohibitions and orders; (kh) UML owns and holds the Optionor has advised the Optionee Other Assets, free and clear of all of the material information relating to the mineral potential of the Mineral Rights of which it has knowledgeEncumbrances; and (li) to the best of the its knowledge, their knowledge there is no fact or circumstance known to the Optionor either of them which has not been disclosed to the Optionee which would render any of the foregoing representations and warranties untrue, incomplete or otherwise misleading.

Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee Tournigan USA that: (a) it is a limited liability company duly formed, organized and validly subsisting under the Mineral Rights comprising the Property, and any Permitted Encumbrances in relation thereto, are properly and accurately described in Schedule Blaws of its jurisdiction of formation; (b) each of the Mineral Rights comprised in the Property is in good standing under the laws of the Province of Quebec as it has full power and authority to the incurring of expenditures carry on its business and the payment of taxes or other monies to the expiry dates shown in Schedule A, and all work in relation to the Property that is eligible for credit under the laws of Province of Quebec has been properly and accurately filedenter into this Agreement; (c) neither the Mineral Rights comprised execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated conflict with, result in the Property have been duly and validly staked and recorded breach of or otherwise properly and legally acquiredaccelerate the performance required by any agreement to which the Optionor is a party; (d) it is the registered holder execution and delivery of each this Agreement do not violate or result in the breach of its constating documents or of the Mineral Rights listed in Schedule A as shown therein, and except laws of any applicable jurisdiction; (e) all necessary authorizations have been obtained for the Permitted Encumbrancesexecution of this Agreement and for the performance of the Optionor's obligations hereunder; (f) this Agreement constitutes a legal, valid and binding obligation of the Optionor enforceable against it in accordance with its terms; (g) with respect to those Properties the Optionor owns in fee simple. if any, the Optionor is in exclusive possession of and owns such Properties free and clear of all Encumbrancesdefects, mortgages, deeds of trust, options, liens and encumbrances except those specifically identified in Schedule “A”, and has the right to convey such Properties to Tournigan USA; (h) with respect to those Properties in which the Optionor holds an interest under mineral leases or other contracts: (i) the Optionor is in exclusive possession of such Mineral RightsProperties; (eii) other than the Permitted Encumbrances, there are no outstanding agreements or options to acquire or purchase Optionor has not received any notice of default of any of the Mineral Rights comprised terms or provisions of such contracts and has no knowledge of any facts or circumstances that would form the basis for any such notice; (iii) the Optionor has the authority under such contracts to perform fully its obligations under this Agreement; (iv) to the best of the Optionor’s knowledge and belief, such leases and contracts are valid and are in good standing; and (v) the PropertyProperties covered by such leases and contracts are free and clear of defects, no person has any royalty mortgages, deeds of trust, options, liens and encumbrances arising by, through or other interest whatsoever under the Optionor; (i) with respect to unpatented mining claims located by the Optionor or an affiliate of the Optionor that are included within the Properties, except as provided in production therefromSchedule “A”, and there is no adverse claim or challenge (including, without limitation, any aboriginal land claim) against or subject to the ownership 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) all affidavits of assessment work or title payment of maintenance fees to the Bureau of Land Management and other filings required to maintain the claims in good standing through the assessment year ending September 1, 2007, have been properly and timely recorded or filed with appropriate governmental agencies; (v) the claims are free and clear of defects, mortgages, deeds of trust, options, liens and encumbrances arising by, through or under the Optionor; and (vi) the Optionor has no knowledge of conflicting claims; however, nothing in this section 6.1(h), shall be deemed to be a representation or warranty that any of the Mineral Rights described in Schedule Aunpatented mining claims contains a discovery of minerals, nor and with respect to those unpatented mining claims that were not located by the Optionor or an affiliate of the Optionor, but are included within the Properties, the Optionor makes the foregoing representations and warranties (with the foregoing exceptions) to the best of its knowledge is there any basis therefor; (f) all payments to be made and obligations to be fulfilled by the Optionor as of the date hereof pursuant to any applicable laws and regulations have been made or fulfilled, there has been no notice given of default, claiming an indemnity, of an intention to abandon property or any other notice contemplated thereunder to be given by the Optionor, and the Optionor has not waived or postponed any of its rights thereunder; (g) there are no rights of first refusal, back in rights, bump up rights, abandonment rights or other rights, options or elections under the any instrument or agreement which would affect the Optionor’s right, title and interest in and to the Property; (h) the Optionor has received no notice and has no knowledge of any proposal to terminate or vary the terms of or rights attaching to any of the Mineral Rights described in Schedule A from any government or other regulatory authority; (i) no proceedings are pending for and the Optionor is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionor or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent personsbelief; (j) there are no orders or directions relating the Optionor has delivered to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Property or the conduct of the business related thereto, nor Tournigan USA all information concerning title to the best Properties in the Optionor’s possession or control, including, but not limited to, true and correct copies of its knowledge have any activities on the Property been in violation of any environmental law, regulations all leases or regulatory prohibition or order, and to the best of its knowledge, conditions on and other contracts relating to the Property are in compliance with such laws, regulations, prohibitions and ordersProperties of which the Optionor has knowledge; (k) the Optionor has advised the Optionee of all of the material information relating with respect to the mineral potential of the Mineral Rights of which it has knowledge; andProperties, there are no pending or threatened actions, suits claims or proceedings; (l) the Optionor: (i) received and accepted the offer to acquire the Consideration Shares in the jurisdiction set forth under its name on the first page hereof; (ii) is aware that the Consideration Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state; (iii) is an “accredited investor” as defined in Rule 501 under the 1933 Act, and is acquiring the Consideration Shares for its own account and not with a view to any resale, distribution, or other disposition of the Consideration Shares in violation of U.S. federal or state securities laws; (iv) understands that the Consideration Shares are “restricted securities” as defined in Rule 144 under the 1933 Act and that if it decides to offer, sell or otherwise transfer such securities, such securities may be offered, sold or otherwise transferred only (A) to the best Company, (B) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, (C) in accordance with (i) Rule 144A, if available, or (ii) Rule 144, if available, and in each case in accordance with applicable state securities laws, or (D) under an effective registration statement under the 1933 Act and in accordance with applicable state securities laws; (v) understands that the certificates evidencing the Consideration Shares and all certificates issued in exchange or in substitution thereof, shall bear the following legend: and; (vi) understands that the certificates evidencing the Consideration Shares and all certificates issued in exchange or in substitution thereof which are issued within four months of the its knowledge, there is no fact or circumstance known to Closing Date shall also bear the Optionor which has not been disclosed to the Optionee which would render any of the foregoing representations and warranties untrue, incomplete or otherwise misleading.following legend:

Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee that:Optionees that:‌ (a) the Mineral Rights comprising the Property, and any Permitted Encumbrances in relation thereto, are properly and accurately described in Schedule B; (b) each of the Mineral Rights comprised in the Property is in good standing under the laws of the Province of Quebec as to the incurring of expenditures and the payment of taxes or other monies to the expiry dates shown in Schedule A, and all work in relation to the Property that is eligible for credit under the laws of Province of Quebec has been properly and accurately filed; (c) the Mineral Rights comprised in the Property have been duly and validly staked and recorded or otherwise properly and legally acquired; (d) it Optionor is the registered holder sole legal and beneficial owner of each of the Mineral Rights listed in Schedule A as shown therein, and except for the Permitted Encumbrances, is free and clear of all Encumbrances, and the Optionor is in exclusive possession of such Mineral Rights; (e) other than the Permitted Encumbrances, there are no outstanding agreements or options to acquire or purchase any of the Mineral Rights comprised in the Property, no person has any royalty or other interest whatsoever in production therefrom, and there is no adverse claim or challenge (including, without limitation, any aboriginal land claim) against or to the ownership of or title to any of the Mineral Rights described in Schedule A, nor to the best of its knowledge is there any basis therefor; (f) all payments to be made and obligations to be fulfilled by the Optionor as of the date hereof pursuant to any applicable laws and regulations have been made or fulfilled, there has been no notice given of default, claiming an indemnity, of an intention to abandon property or any other notice contemplated thereunder to be given by the Optionor, and the Optionor has not waived or postponed any of its rights thereunder; (g) there are no rights of first refusal, back in rights, bump up rights, abandonment rights or other rights, options or elections under the any instrument or agreement which would affect the Optionor’s a 100% undivided right, title and interest in and to the Property;Garfield Hills Claims, free and clear of any claims, demands, mortgages, liens, security interests, charges, encumbrances or other claims whatsoever (“Encumbrances”);‌ (hb) the Optionor has received no notice good and has no knowledge of any proposal marketable title to terminate or vary the terms of or rights attaching to any Garfield Hills Claims, which have been properly registered in accordance with Applicable Law and all applicable laws and regulations of the Mineral Rights described State of Nevada, and such Garfield Hills Claims are in Schedule A from any government good standing and shall continue to be in good standing until at least the end of the Option Period;‌ (c) all prior work commitments or other regulatory authoritypayments in lieu therefor required under Applicable Law in connection with the Garfield Hills Claims have been satisfied by the Optionor up to the date of this Agreement; (id) the Optionor has the exclusive right to enter into this Agreement and all necessary authority to assign to NevadaCo a 100% legal, beneficial and recorded right, title and interest in and to the Garfield Hills Claims in accordance with the terms and conditions of this Agreement; (e) the Optionor has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Garfield Hills Claims and no proceedings person, firm or corporation is entitled to any royalty or other payment in the nature of rent or royalty on such materials removed from the Garfield Hills Claims or is entitled to take such materials in kind; (f) there are no actions, suits or proceedings, pending for or threatened which may affect the Garfield Hills Claims or the concessions and exploration licenses, if applicable, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and the Optionor is not aware of any ground upon which any such action, suit or proceeding might be commenced; (g) the Optionor holds all licenses issued by any government or governmental authority which are necessary in connection with the ownership of the Garfield Hills Claims; (h) there is no adverse claim or challenge against or to the Optionor’s ownership of the Garfield Hills Claims nor, to the knowledge of the Optionor, is there any basis therefore;‌ (i) no person, firm or corporation has, or will have, any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option for the institution of any proceedings leading to the dissolution or winding-up acquisition of the Optionor or the placing of it into bankruptcy or subject to any Garfield Hills Claims, other laws governing the affairs of insolvent personsthan as set forth herein; (j) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Property or Garfield Hills Claims and the conduct of the business operations related thereto, nor to and the best Optionor have not received any notice of its knowledge have any activities on the Property been in violation same, and the Optionor is not aware of any environmental law, regulations basis on which any such orders or regulatory prohibition or order, and to the best of its knowledge, conditions on and relating to the Property are in compliance with such laws, regulations, prohibitions and ordersdirections could be made; (k) the Optionor’s ownership of the Garfield Hills Claims is in compliance with, and is not in default or violation in any material respect under, and the Optionor has advised not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule decree or other applicable regulation in connection with the Optionee of all Optionor’s ownership of the Garfield Hills Claims; (l) all material knowledge and information relating in his possession concerning the Garfield Hills Claims has been made available to Kraken; (m) there are no consents, approvals or conditions precedent to the mineral potential Optionor’s performance under this Agreement which have not been obtained; (n) the Optionor has no information or knowledge of any facts pertaining to the Mineral Rights of which it has knowledgeGarfield Hills Claims that, if known to the Optionees, might reasonably be expected to deter the Optionees from completing the transactions contemplated hereby; and (lo) the Optionor has executed and delivered evidence satisfactory to Kraken that the Garfield Hills Claims registered in the name of Xxxxxxxx Xxxxxxx are being held in trust in favour of Optionor and that Optionor has all necessary rights and authority to transfer the Garfield Hills Claims to Kraken, in the form of the Agent Agreement included with this agreement (Schedule “A”) to the best of the its knowledge, there is no fact or circumstance known to the Optionor which has not been disclosed to the Optionee which would render any of the foregoing representations and warranties untrue, incomplete or otherwise misleading.this Agreement.‌

Optionor’s Representations and Warranties. The Optionor represents and warrants warrant to the Optionee that: (a) the Mineral Rights comprising the Property, and any Permitted Encumbrances in relation thereto, Properties: (i) are properly fully and accurately described in Schedule B1 of this Agreement, and the Optionor has no an interest in any other Mineral Rights or Surface Rights which are located wholly or in part within the Area of Interest; (bii) each of the Mineral Rights comprised in the Property is are in good standing under the applicable laws of the Province of Quebec as to Nicaragua, including the incurring of expenditures and the payment of surface taxes or other monies to monies, until the expiry dates shown in Schedule A, and all work in relation to the Property that is eligible for credit under the laws 1 of Province of Quebec has been properly and accurately filedthis Agreement; (ciii) the Mineral Rights comprised in the Property have been duly and validly staked and recorded or otherwise properly and legally acquired;, and (div) it is are recorded or registered in the registered holder name of each of the Mineral Rights listed in Schedule A as shown thereinChorti, and except for the Permitted Encumbrances, is free and clear of all EncumbrancesEncumbrances except those specifically identified in Schedule 1 of this Agreement, and the Optionor is and Chorti are in exclusive possession of such Mineral Rightseach Property; (eb) other than the Permitted Encumbrances, there are no outstanding agreements or options to acquire or purchase any of the Mineral Rights comprised in the PropertyProperties, no person has any royalty or other interest whatsoever in production therefromtherefrom (except the royalty payable to the government according to the Mining Law of Nicaragua), and there is no adverse claim or challenge (including, without limitation, any aboriginal land claim) against or to the ownership of or title to any of the Mineral Rights described in Schedule AProperties (including, without limitation, from any artisanal miner, garimpeiro or aboriginal group), nor to the best of its knowledge is there any basis therefor; (fc) all payments to be made and obligations to be fulfilled by the Optionor as of the date hereof pursuant to any applicable laws and regulations have been made or fulfilled, there has been no notice given of default, claiming an indemnity, of an intention to abandon property or any other notice contemplated thereunder to be given by the Optionor, and the Optionor has not waived or postponed any of its rights thereunder; (g) there are no rights of first refusal, back in rights, bump up rights, abandonment rights or other rights, options or elections under the any instrument or agreement which would affect the Optionor’s right, title and interest in and to the Property; (h) the Optionor has received no notice and has no knowledge of any proposal to terminate or vary the terms of or rights attaching to any of in the Mineral Rights described in Schedule A Properties from any government or other regulatory authority; (i) no proceedings are pending for and the Optionor is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionor or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons; (jd) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Property or the conduct of the business related theretoProperties, nor to the best of its knowledge have any activities on or in relation to the Property Properties been in violation of any environmental law, regulations or regulatory prohibition or orderLaws, and to the best of its his knowledge, conditions on and relating to the Property are in compliance with such laws, regulations, prohibitions and orders; (k) the Optionor has advised the Optionee of all of the material information relating to the mineral potential of the Mineral Rights of which it has knowledgeLaws; and (le) there are no consents, approvals, waivers or other authorizations from third parties necessary for the Optionor to enter into or carry out his obligations under this Agreement except those which have already been obtained. (f) to the best of the its knowledge, his knowledge there is no fact or circumstance known to the Optionor him which has not been disclosed to the Optionee which would render any of the foregoing representations and warranties untrue, incomplete or otherwise misleading.