Common use of REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is the legal and beneficial owner of the Property; (b) the Property consists of those mineral claims more particularly described in Schedule "A" attached hereto, and that such claims were located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement; (c) the Property is in good standing, free and clear of all liens, charges and encumbrances; (d) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (e) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionor shall indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is the legal and beneficial owner of the Property; (b) the Property consists of those mineral mining claims more particularly described in Schedule "A" attached hereto", all of which were duly and that such claims were validly located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement; (c) the Property is in good standing, free and clear of all liens, charges and encumbrances; (d) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (e) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionor shall indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder. The Optionee may deduct the amount of any such loss or damage from any amounts payable by it to the Optionor hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.01 The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor together it is the legal recorded and beneficial owner of a 100% interest of the mineral rights in, to and over the Property; (b) the Prospecting License Large Scale comprising the Property consists of those mineral claims more particularly described has been issued and is in Schedule "A" attached hereto, and that such claims were located and recorded good standing in accordance with the applicable laws of Ontario and are valid and subsisting as the Cooperative Republic of the date of execution and delivery of this AgreementGuyana; (c) the entering into this agreement does not conflict with any applicable law nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound; (d) it has the exclusive right to enter into this agreement and all necessary authority to comply with the terms and conditions of this agreement; (e) it has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and no 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 Property or is entitled to take such materials in kind; (f) approximately US$7,494 is due to be paid to the GGMC by January 26, 2012 for annual rental fees and will be the responsibility of the Optionor; (g) approximately US$110,000 in exploration expenditures required by the GGMC to be incurred on the property in the first year following the issuance of the licence have not yet been completed as at the execution date of this agreement and will become an obligation of the Optionee; (h) other than as disclosed above or in Schedule "A" hereto, the Property is in good standing, free and clear of all liens, charges liens and encumbrances; (di) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (e) the Optionor has the exclusive right reclamation and authority to enter into this Agreement and to dispose rehabilitation of those parts of the Property which have been previously worked by the Optionor have been properly completed in accordance compliance with all applicable laws and the Optionor hereby covenants and agrees to save the Optionee harmless from and against any loss, liability, claim, demand, damage, expense, injury or death arising out of or in connection with the terms hereof, and that no other person, firm operations or corporation has any proprietary or other interest in activities which were carried out on the same. Property by the Optionor prior to the date of this agreement; 6.02 The representations and warranties of the Optionor herein before hereinbefore set out, form a part of this Agreement and out are conditions upon which the Optionee has relied on in entering into this Agreement agreement and shall survive the exercise of the Option by Option, and the Optionee. The Optionor shall indemnify hereby forever indemnifies and save saves the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement representation or condition warranty made by it and contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunderagreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is the legal and beneficial owner of the Property; (b) the Property consists of those mineral claims more particularly described in Schedule "A" attached hereto, and that such claims were located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement; (c) the Property is in good standing, free and clear of all liens, charges and encumbrances; (d) file all work done on the Property with the Ontario Ministry of Development of Mines in accordance with applicable legislation; (e) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (ef) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionor shall indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.01 The Optionor hereby represents and warrants to the Optionee that: (a) it is a company in good standing under the Optionor is the legal and beneficial owner laws of the Property; (b) the Property consists province of those mineral claims more particularly described in Schedule "A" attached hereto, British Columbia and that such claims were located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement; (c) the Property is in good standing, free and clear of all liens, charges and encumbrances; (d) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (e) the Optionor has the exclusive right full corporate power and authority to enter into this Agreement agreement; (b) it is the recorded and beneficial owner of a 100% interest in and to dispose the Property; (c) to the best of its knowledge, the mineral claims comprising the Property have been validly located and are now duly recorded and in good standing in accordance with the laws in effect in the jurisdiction in which they are situated; (d) to the best of its knowledge, the entering into this agreement does not conflict with any applicable law nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound; (e) it has the exclusive right to enter into this agreement and all necessary authority to assign to the Optionee a 100% right, title and interest in and to the Property in accordance with the terms hereofand conditions of this agreement; (f) to the best of its knowledge other than as disclosed in Schedule "A" hereto, the Property is free and that no other person, firm or corporation has any proprietary or other interest in the same. clear of all liens and encumbrances. 6.02 The representations and warranties of the Optionor herein before hereinbefore set out, form a part of this Agreement and out are conditions upon which the Optionee has relied on in entering into this Agreement agreement and shall survive the exercise of the Option by the Optioneea period of 12 months. The Optionor shall indemnify hereby indemnifies and save saves the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement representation or condition warranty made by it and contained in this Agreement. The agreement; provided that for such indemnity to be effective, the Optionor acknowledges and agrees that must receive notice of any claim hereunder within the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder12-month period set out above.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.01 The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is has the legal full right title and beneficial owner interest in and to the Property free and clear of the Propertyall liens charges and encumbrances and interests of other parties; (b) the Property consists of those mineral claims more particularly described Optionor is a corporation duly organized and validly existing and in Schedule "A" attached hereto, and that such claims were located and recorded in accordance with good standing under the applicable laws of Ontario British Columbia with full and are valid exclusive power and subsisting as capacity to enter into this Option Agreement and to carry out the transactions contemplated hereby, all of the date of execution which have been duly and delivery of this Agreementvalidly authorized by all necessary corporate proceedings; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the Property knowledge of the Optionor, threatened, relating to the Optionor, the Optionor's business or the Property, nor does the Optionor know of or have any reasonable grounds for believing that there is in good standingany basis for any such actions, free and clear of all liens, charges and encumbrancesproceedings or enquiries; (d) there no proceedings are no pending for and the Optionor is unaware of any basis for the institution of any proceedings which could lead to the placing of the Optionor in bankruptcy or threatened actions, suits, claims or proceedings regarding subject the Property; Optionor to any other laws governing the affairs of vent persons and; (e) The entry into this Option Agreement by the Optionor has will not cause or constitute a breach of any other agreement to which the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereofOptionor is a party or may be bound, and that no other personwill not constitute a violation of any order, firm rule or corporation regulation which has any proprietary or other interest in may have an effect on the same. Optionor. 6.02 The representations and warranties of the Optionor herein before hereinbefore set out, form a part of this Agreement and out are conditions upon which the Optionee has relied on in entering into this Option Agreement and shall survive the exercise of the Option by and the Optionee. The Optionor shall will indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement representation or condition warranty made by it and contained in this Option Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is the legal and beneficial owner of the Property; (b) the Underlying Agreement is in good standing in accordance with its terms; (c) the Property consists of those mineral claims more particularly described in Schedule "A" attached hereto, and that such claims were located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement; (cd) the Property is in good standing, free and clear of all liens, charges and encumbrances, subject to the Underlying Agreement; (de) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (ef) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same, subject to the Underlying Agreement. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionor shall indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is the legal and beneficial owner of the Property; (b) the Property consists of those mineral claims more particularly described in Schedule "A" attached hereto, and that such claims were located and recorded in accordance with the applicable laws of Ontario New Brunswick and are valid and subsisting as of the date of execution and delivery of this Agreement; (c) the Property is in good standing, free and clear of all liens, charges and encumbrances; (d) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and (e) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionor shall indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor is the legal and beneficial owner of the PropertyProperties; (b) the Property Properties consists of those mineral mining claims more particularly described in Schedule "A" attached hereto", all of which were duly and that such claims were validly located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement; (c) the Property is Properties are in good standing, free and clear of all liens, charges and encumbrances; (d) there are no pending or threatened actions, suits, claims or proceedings regarding the PropertyProperties; and (e) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property Properties in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Keith Property Option and the Sewell Property Option by the OptioneeOptixxxx. The Optionor shall indemnify indexxxxx and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder. The Optionee may deduct the amount of any such loss or damage from any amounts payable by it to the Optionor hereunder.