Common use of REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, duly completed until the last set of claims are acquired by the Purchaser; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec and all mining claims comprising the Property are in good standing; (e) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (f) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and (g) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject; (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchased.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, been duly completed until through the last set of claims are acquired by the Purchaseryear ended December 31, 2007; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec Columbia and all mining claims comprising the Property are in good standing; (e) there are no outstanding agreements or options to acquire the Property or any portion thereof, and no person, firm or corporation has any proprietary or possessor interest in the Property; (f) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (fg) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and; (gh) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority; (i) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties and the Property does not represent all or substantially all of the Vendor’s corporate undertaking; (j) reclamation and rehabilitation of those parts of the Property which have been previously worked have been properly completed in compliance with all applicable laws; (k) the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property of which it has knowledge; and (l) there are no mine workings or waste dumps or mine tailings on the property. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject;; and (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchasedconsiderations.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, duly completed until the last set of claims are acquired by the Purchaser; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec and all mining claims comprising the Property are in good standing; (e) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (f) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and (g) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject; (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchased.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, been duly completed until through the last set of claims are acquired by the Purchaseryear ended December 31, 2008; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec Ghana and all mining claims comprising the Property are in good standing; (e) there are no outstanding agreements or options to acquire the Property or any portion thereof, and no person, firm or corporation has any proprietary or possessor interest in the Property; (f) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (fg) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and; (gh) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority; (i) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties and the Property does not represent all or substantially all of the Vendor’s corporate undertaking; (j) reclamation and rehabilitation of those parts of the Property which have been previously worked have been properly completed in compliance with all applicable laws; (k) the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property of which it has knowledge; and (l) there are no mine workings or waste dumps or mine tailings on the property. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject;; and (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchasedconsiderations.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, been duly completed until through the last set of claims are acquired by the Purchaseryear ended December 31, 2005; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec Australia and all mining claims comprising the Property are in good standing; (e) there are no outstanding agreements or options to acquire the Property or any portion thereof, and no person, firm or corporation has any proprietary or possessor interest in the Property; (f) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (fg) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and; (gh) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority; (i) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties and the Property does not represent all or substantially all of the Vendor’s corporate undertaking; (j) reclamation and rehabilitation of those parts of the Property which have been previously worked have been properly completed in compliance with all applicable laws; (k) the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property of which it has knowledge; and (l) there are no mine workings or waste dumps or mine tailings on the property. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject;; and (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchasedconsiderations.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, been duly completed until through the last set of claims are acquired by the Purchaseryear ended December 31, 2008; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec British Columbia and all mining claims comprising the Property are in good standing; (e) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (f) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and (g) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject; (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent partiespartie; and (e) the Purchaser has completed such due diligence on the Property property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchasedconsiderations.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) to the best of the Vendor’s knowledge, the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, been duly completed until through the last set of claims are acquired by the Purchaseryear ended December 31, 2008; (c) the Vendor holds all permitsclaims, licences, consents leases and authorities patents issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the PropertyProperty and owns the reclamation bond referred to in section 3.1; (d) to the best of the Vendor’s knowledge, the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec Ontario and all mining claims comprising the Property are in good standing; (e) to the best of the Vendor’s knowledge, there are no outstanding agreements or options to acquire the Property or any portion thereof, and no person, firm or corporation has any proprietary or possessor interest in the Property; (f) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (fg) to the best of the Vendor’s knowledge, there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and; (gh) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority; (i) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties and the Property does not represent all or substantially all of the Vendor’s corporate undertaking; (j) to the best of the Vendor’s knowledge, reclamation and rehabilitation of those parts of the Property which have been previously worked have been properly completed in compliance with all applicable laws; (k) to the best of the Vendor’s knowledge, the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property; and (l) to the best of the Vendor’s knowledge, there are no mine workings or waste dumps or mine tailings on the property. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject; (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchased.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement; (b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, been duly completed until through the last set of claims are acquired by the Purchaseryear ended December 31, 2008; (c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property; (d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec Ghana and all mining claims comprising the Property are in good standing; (e) there are no outstanding agreements or options to acquire the Property or any portion thereof, and no person, firm or corporation has any proprietary or possessor interest in the Property; (f) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made; (fg) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and; (gh) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority; (i) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties and the Property does not represent all or substantially all of the Vendor’s corporate undertaking; (j) reclamation and rehabilitation of those parts of the Property which have been previously worked have been properly completed in compliance with all applicable laws; (k) the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property of which it has knowledge; and (l) there are no mine workings or waste dumps or mine tailings on the property. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Purchaser represents and warrants to the Vendor that: (a) the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada; (b) the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; (c) the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject;; and (d) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and (e) the Purchaser has completed such due diligence on the Property as they have deemed necessary. 2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 or warranty, and the representations and warranties contained in paragraph 2.3 will survive the execution and delivery of this Agreement. 2.5 The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchasedconsiderations.