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

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor has the full right title and interest in and to the Properties free and clear of all liens charges and encumbrances and interests of other parties; (b) all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties have been filed and paid; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, relating to the Optionor, the Optionor’s business or the Properties, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries; (d) no proceedings are 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 subject the Optionor to any other laws governing the affairs of insolvent persons and; (e) The entry into this Option Agreement by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionor. 6.2 The representations and warranties hereinbefore set out are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionor 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 or warranty made by it and contained in this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 8.01 The Optionor hereby represents and warrants to the Optionee PFN that: (a) the Optionor is the recorded and beneficial owner of a 100% interest in and to the Property except for any native land claim issues which may arise affecting the title and ownership of the Property; b) to the best of the Optionor’s knowledge there are no environmental liabilities currently associated with the property. c) to the best of the Optionor’s knowledge, the Claims comprising the Property have been validly located and are now duly recorded and in good standing in accordance with the laws in effect of the jurisdiction in which the Claims are situated; d) the entering into this Option 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 its bound; e) the Optionor has the full exclusive right to enter into this Option Agreement and all necessary authority to assign to PFN a 70% undivided right, title and interest in and to the Properties Property in accordance with the terms and conditions of this Option Agreement; f) the Optionor currently has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property; g) other than as disclosed in this Option Agreement, the Property is free and clear of all liens charges and encumbrances encumbrances: h) the Optionor has advised, and interests of other parties; (b) provided to PFN all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties have been filed and paid; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, technical information relating to the Optionor, the Optionor’s business or the Properties, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries; (d) no proceedings are pending for mineral and the Optionor is unaware of any basis for the institution of any proceedings which could lead to the placing economic development potential of the Optionor in bankruptcy or subject the Optionor to any other laws governing the affairs Property of insolvent persons and; (e) The entry into this Option Agreement by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be bound, has knowledge and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionoraccess to. 6.2 8.02 The representations and warranties hereinbefore set out are conditions upon which the Optionee PFN has relied in on entering into this Option Agreement and shall survive the exercise of the Option and the Optionor will indemnify hereby forever indemnifies and save the Optionee saves PFN harmless from all loss, damage, costs, actions and suits arising out of of, or in connection with with, any breach of any representation or warranty made by it and contained in this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 6.01 The Optionor hereby here represents and warrants to the Optionee that: (a) the Optionor has the full right title and interest in and to the Properties free and Property clear of all liens charges and encumbrances and interests of other parties; (b) all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties Property have been filed and paid; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, relating to the Optionor, the Optionor’s 's business or the PropertiesProperty, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, ; proceedings or enquiries; (d) no proceedings are ate pending for and the Optionor is unaware of any basis for or the institution of any proceedings which could lead to the placing of the Optionor in bankruptcy or subject the Optionor to any other laws governing the affairs of insolvent persons and; (e) The entry into this Option Agreement by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be he bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionor. 6.2 6.02 The representations and warranties hereinbefore set out are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionor 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 or warranty made by it and contained in this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 1.01 The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor has Head Agreement is in good standing and that it will continue to perform its obligations under the full right title and interest Head Agreement to ensure that the Head Agreement remains in and to good standing during the Properties free and clear term of all liens charges and encumbrances and interests of other partiesthis Agreement; (b) all assessment work required to be filed against and all taxes required to be paid to the date best of this Option Agreement in respect of its knowledge and belief, there are no adverse claims or challenges against or to the Properties have been filed ownership or title to the Property by any other party, or to its knowledge is there any basis therefore, and paidthere are no outstanding agreements affecting the Property or any portion thereof save and except the Head Agreement; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, relating to the Optionor, the Optionor’s business or the Properties, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquirieshas a right to enter into this Agreement and transfer an interest in the Head Agreement; (d) it has been duly incorporated and validly exists as a corporation in good standing under the laws of British Columbia; (e) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the constating documents of the Optionor or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound; (f) no proceedings are pending for and the Optionor is unaware of any basis for the institution of any proceedings which could lead leading to the it’s dissolution or winding-up or placing of the Optionor it in bankruptcy or subject the Optionor to any other laws governing the affairs of insolvent persons andcompanies; (eg) The entry entering into this Option Agreement does not conflict with any applicable law by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor it is a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionor. 6.2 1.02 The representations and warranties hereinbefore of the Optionor herein before set out form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise execution of the Option and the this Agreement. 1.03 The Optionor 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 representation, warranty, covenant, agreement or warranty condition made by it it, and contained in the Optionor acknowledges that the Optionee has entered into this Option AgreementAgreement 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, directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 6.01 The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor has the tire full right title and interest intetest in and to the Properties Property free and clear of all liens charges and encumbrances and interests of other parties; (b) all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties Property have been filed and paid; (c) there is no litigation or administrative or governmental proceedings proceeding or enquiries enquires pending or to the knowledge of the Optionor, threatened, relating to the Optionor, the Optionor’s 's business or the Properties, Property; nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries;: (d) no proceedings are 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 subject the Optionor to any other laws governing the affairs of insolvent persons and;: (e) The entry into this Option Agreement by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionor. 6.2 6.02 The representations and warranties hereinbefore set out are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionor 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 or warranty made by it and contained in this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 6.01 The Optionor hereby represents and warrants to the Optionee that: (a) the Optionor has the full right title and interest in and to the Properties Property free and clear of all liens charges and encumbrances and interests of other parties; (b) all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties Property have been filed and paid; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, relating to the Optionor, the Optionor’s 's business or the PropertiesProperty, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries; (d) no proceedings are pending for and the Optionor is unaware of any basis for the institution of any proceedings proceeding which could lead to the placing of the Optionor in bankruptcy or subject the Optionor to any other laws governing the affairs of insolvent persons persons, and; (e) The entry into this Option Agreement by the Optionor Option will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionor. 6.2 6.02 The representations and warranties hereinbefore set out are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionor 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 or warranty made by it and contained in this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 8.01 The Optionor hereby represents and warrants to the Optionee ITF that: (a) the Optionor is the recorded and beneficial owner of a 100% interest in and to the Property except for any native land claim issues which may arise affecting the title and ownership of the Property; b) to the best of the Optionor’s knowledge there are no environmental liabilities currently associated with the property. 5 c) to the best of the Optionor’s knowledge, the Claims comprising the Property have been validly located and are now duly recorded and in good standing in accordance with the laws in effect of the jurisdiction in which the Claims are situated; d) the entering into this Option 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 its bound; e) the Optionor has the full exclusive right to enter into this Option Agreement and all necessary authority to assign to ITF a 65% undivided right, title and interest in and to the Properties Property in accordance with the terms and conditions of this Option Agreement; f) the Optionor currently has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property; g) other than as disclosed in this Option Agreement, the Property is free and clear of all liens charges and encumbrances encumbrances: h) the Optionor has advised, and interests of other parties; (b) provided to ITF all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties have been filed and paid; (c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, technical information relating to the Optionor, the Optionor’s business or the Properties, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries; (d) no proceedings are pending for mineral and the Optionor is unaware of any basis for the institution of any proceedings which could lead to the placing economic development potential of the Optionor in bankruptcy or subject the Optionor to any other laws governing the affairs Property of insolvent persons and; (e) The entry into this Option Agreement by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be bound, has knowledge and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionoraccess to. 6.2 8.02 The representations and warranties hereinbefore set out are conditions upon which the Optionee ITF has relied in on entering into this Option Agreement and shall survive the exercise of the Option and the Optionor will indemnify hereby forever indemnifies and save the Optionee saves ITF harmless from all loss, damage, costs, actions and suits arising out of of, or in connection with with, any breach of any representation or warranty made by it and contained in this Option Agreement.