Property and Mineral Rights. Schedule 5.1(aa) lists all mineral interests and rights, including claims, concessions, surface rights, easements, exploration licenses and exploitation licenses and leases (collectively, the “Mineral Rights”) associated with the NorthMet Project which are held by the Company or the Issuer or to which either of them is a party. Except as disclosed in Schedule 5.1(aa), or as would not reasonably be expected to have a Material Adverse Effect: (i) the Company or the Issuer is the sole legal and beneficial owner of all right, title and interest in and to the Mineral Rights, free and clear of any Encumbrances, except Permitted Encumbrances; (ii) all of the Mineral Rights have been properly located and recorded in compliance with Applicable Laws and are comprised of valid and subsisting mineral claims; (iii) the Mineral Rights are in good standing under Applicable Laws and all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made; (iv) there is no adverse claim against or challenge to the title to or ownership of any of the Mineral Rights; (v) the Company or the Issuer has the exclusive right to deal with all of the Mineral Rights; (vi) no person other than the Company or the Issuer has any interest in any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest; (vii) there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the interest of the Company or the Issuer in any of the Mineral Rights; (viii) there are no restrictions on the ability of the Company or the Issuer to use, transfer or exploit any of the Mineral Rights, except pursuant to Applicable Laws; (ix) neither the Company nor the Issuer has received any written notice from any Governmental Authority of any revocation or intention to revoke any interest of the Company in any of the Mineral Rights; and (x) the Company has all surface rights, including easements and rights of way from landowners or Governmental Authorities, that are required to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Technical Report and no third party or group holds any such rights that would be required by the Company to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Technical Report on or before the date hereof.
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Property and Mineral Rights. Schedule 5.1(aa(i) lists all mineral interests and rights, including claims, concessions, surface rights, easements, exploration licenses and exploitation licenses and leases (collectively, All of the “Mineral Rights”) associated with the NorthMet Project which are Rights held by the Company or the Issuer or to which either any of them is a party. Except as disclosed in Schedule 5.1(aa)its affiliates, or as would not reasonably be expected to have a Material Adverse Effect:
(i) including all Company Surface Tenures and all Company Subsurface Tenure, and any Mineral Rights applied for by the Company or any of its affiliates but not yet granted, are set out in Schedule 3.1(u)(i), (the Issuer “Company Mineral Rights”) of the Company Disclosure Letter, and neither the Company nor any of its affiliates owns or has any legal or equitable interest in any other real property or any other Mineral Rights. The Company Mineral Rights are the only mineral tenures or surface rights that are required to conduct the Company’s or the Company Subsidiary’s business as currently conducted.
(ii) The Company has good and marketable title to the Company Mineral Rights and is the sole legal and beneficial owner of all right, title and interest in and to, and has exclusive right to possess and deal with, the Company Mineral Rights, in each case free and clear of any Encumbrances, except Liens (other than Permitted Encumbrances;).
(iiiii) all All of the Company Mineral Rights have been properly located located, granted, filed and recorded in compliance with Applicable Laws with, and are comprised of valid and subsisting mineral claims;to the extent required by, applicable Law.
(iiiiv) All of the Company Mineral Rights are in good standing under Applicable Laws and applicable Law and, all work required to be performed and filed in respect thereof has been performed and filed, all material Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and incurred, all filings in respect thereof have been made;made and all other obligations of the Company or the Company Subsidiary arising from or under the Company Mineral Rights have been performed or complied with.
(ivv) The Company has all the surface rights from landowners, Indigenous Groups or Governmental Entities required to permit the entry and use of all lands under which the Company Subsurface Tenures are located and, to the knowledge of the Company, there is no illegal use or occupation of such surface tenures by any Person.
(vi) There is no material adverse claim against claim, action, suit, or Proceeding against, or challenge to to, the title to or ownership of, the Company Mineral Rights and, to the knowledge of the Company no such claim or challenge is pending or threatened and the Company has not received any notice, whether written or oral from any Governmental Entity, Indigenous Group or any Person with jurisdiction or applicable authority of any of revocation or intention to revoke the Company’s interests in the Company Mineral Rights;.
(vvii) the Company or the Issuer has the exclusive right to deal with all of the Mineral Rights;
(vi) no person No Person other than the Company or the Issuer its affiliates has any interest (other than Permitted Encumbrances) in any of the Company Mineral Rights or in or to the production or profits therefrom or any royalty interest or right to any royalty, licence, fee or similar payment in respect thereof or any right to acquire any such interest;.
(viiviii) Except as disclosed in Schedule 3.1(u)(viii) of the Company Disclosure Letter and other than Permitted Encumbrances, neither the Company nor the Company Subsidiary has executed any mining lease agreements, option agreements, royalty agreements, streaming agreements, hedging agreements, off-take agreements, forward sales or similar Contracts and there is no claim or, to the knowledge of the Company, the basis for any claim that might or could materially adversely affect the right of the Company or the Company Subsidiary to use, transfer or exploit the Company Mineral Rights or compromise the ability of the Company or the Company Subsidiary to undertake the activities presently contemplated on the Company Project, as set out in the Company Technical Report.
(ix) Other than Permitted Encumbrances, there are no optionsoption rights, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the interest interests of the Company or the Issuer Company Subsidiary in the Company Project or any of the Company Mineral Rights;.
(viiix) there There are no material restrictions on the ability of the Company or the Issuer Company Subsidiary to use, transfer or exploit any of the Company Mineral Rights, except pursuant to Applicable Laws;applicable Law.
(ixxi) neither the Company nor the Issuer has received any written notice from any Governmental Authority of any revocation or intention to revoke any interest of the Company in any of the Mineral Rights; and
(x) the The Company has all surface rightsMineral Rights, including easements and fee simple estates, leases, easements, rights of way and Permits or licences from landowners landowners, any non-governmental organization, community, community group, Indigenous Groups or Governmental Authorities, Entities permitting the use of land by the Company and/or the Company Subsidiary that are required to develop and exploit undertake activities as presently contemplated on the NorthMet Company Project as contemplated set out in the Xxxxxxx Company Technical Report and no third party or group holds any such rights that would be required by the Company to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Technical Report on or before the date hereofReport.
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Samples: Arrangement Agreement (B2gold Corp)
Property and Mineral Rights. Schedule 5.1(aa) lists all mineral interests and rights, including claims, concessions, surface rights, easements, exploration licenses and exploitation licenses and leases (collectively, the “Mineral Rights”) associated with the NorthMet Project which are held by the Company or the Issuer or to which either of them is a party. Except as disclosed in Schedule 5.1(aa), or as would not reasonably be expected to have a Material Adverse Effect:
(i) the Company or the Issuer JDS Subsidiary is the sole legal and beneficial owner of all right, title and interest in and to the Mineral RightsSilvertip Project, in each case free and clear of any Encumbrances, except Liens (other than Permitted Encumbrances;). All of the Mineral Rights comprising the Silvertip Project including any Mineral Rights applied for by JDS Silver or JDS Subsidiary but not yet granted are set out in Schedule 5.1(n)(i) of the Disclosure Letter, and neither JDS Silver nor JDS Subsidiary owns or has any interest in any other real property or any other Mineral Rights.
(ii) all All of the Mineral Rights comprising the Silvertip Project have been properly located and recorded in compliance with Applicable Laws and are comprised of valid and subsisting mineral claims;applicable Law.
(iii) the The Mineral Rights comprising the Silvertip Project are in good standing under Applicable Laws and applicable Law and, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and incurred, all filings in respect thereof have been made;made and all other obligations of JDS Silver or JDS Subsidiary arising from or under the Mineral Rights have been performed or complied with.
(iv) there There is no material adverse claim against or challenge to the title to or ownership of any of the Mineral Rights;Rights comprising the Silvertip Project.
(v) the Company or the Issuer has the exclusive right to deal with all Except as disclosed in Schedule 5.1(n)(v) of the Mineral Rights;
(vi) Disclosure Letter, no person other than the Company JDS Silver or the Issuer its subsidiaries has any interest (other than Permitted Encumbrances) in any of the Mineral Rights comprising the Silvertip Project or the production or profits therefrom or any royalty royalty, licence, fee or similar payment in respect thereof or any right to acquire any such interest;.
(vi) Except as disclosed in Schedule 5.1(n)(vi) of the Disclosure Letter, neither JDS Silver nor JDS Subsidiary have executed any mining lease agreements, option agreements, royalty agreements, streaming agreements, hedging agreements, off-take agreements, forward sales or similar Contracts and there is no claim or, to the knowledge of JDS Silver, the basis for any claim that might or could materially adversely affect the right of JDS Silver or JDS Subsidiary to use, transfer or, in the case of an exploitation license, exploit the Mineral Rights or compromise the ability of JDS Silver or JDS Subsidiary to undertake the activities presently contemplated on the Silvertip Project, as set out in the Operating Plan.
(vii) there There are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect JDS Silver’s or its subsidiary’s interest in the interest of the Company Silvertip Project or the Issuer in any of the Mineral Rights;Rights comprising the Silvertip Project.
(viii) there There are no material restrictions on the ability of the Company or the Issuer JDS Silver and its subsidiaries to use, transfer or exploit any of the Mineral RightsRights comprising the Silvertip Project, except pursuant to Applicable Laws;applicable Law.
(ix) neither the Company nor the Issuer has received any written notice from any Governmental Authority of any revocation or intention to revoke any interest of the Company in any of the JDS Silver and/or its subsidiaries have all Mineral Rights; and
(x) the Company has Rights and all other surface rights, including easements and fee simple estates, leases, easements, rights of way and permits or licences from landowners landowners, any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or Governmental Authorities, Entities permitting the use of land by JDS Silver and/or its subsidiaries that are required to develop and exploit undertake activities as presently contemplated on the NorthMet Silvertip Project as contemplated set out in the Xxxxxxx Technical Report and no third party or group holds any such rights that would be required by the Company to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Technical Report on or before the date hereofOperating Plan.
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Property and Mineral Rights. Schedule 5.1(aa) lists all mineral interests and rights, including claims, concessions, surface rights, easements, exploration licenses and exploitation licenses and leases (collectively, the “Mineral Rights”) associated with the NorthMet Project which are held by the Company or the Issuer or to which either of them is a party. Except as disclosed in Schedule 5.1(aa), or as would not reasonably be expected to have a Material Adverse Effect:
(i) the Company or the Issuer is the sole legal and beneficial owner of all right, title and interest in and to the Mineral Rights, free and clear of any Encumbrances, except Permitted Encumbrances;
(ii) all of the Mineral Rights have been properly located and recorded in compliance with Applicable Laws and are comprised of valid and subsisting mineral claims;
(iii) the Mineral Rights are in good standing under Applicable Laws and all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made;
(iv) there is no adverse claim against or challenge to the title to or ownership of any of the Mineral Rights;
(v) the Company or the Issuer has the exclusive right to deal with all of the Mineral Rights;
(vi) no person other than the Company or the Issuer has any interest in any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest;
(vii) there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the interest of the Company or the Issuer in any of the Mineral Rights;
(viii) there are no restrictions on the ability of the Company or the Issuer to use, transfer or exploit any of the Mineral Rights, except pursuant to Applicable Laws;
(ix) neither the Company nor the Issuer has received any written notice from any Governmental Authority of any revocation or intention to revoke any interest of the Company in any of the Mineral Rights; and
(x) the Company has all surface rights, including easements and rights of way from landowners or Governmental Authorities, that are required to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Wxxxxxx Technical Report and no third party or group holds any such rights that would be required by the Company to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Wxxxxxx Technical Report on or before the date hereof.
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