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

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors represent and warrant, jointly and severally, to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, that: (a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the full and absolute right, power and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion of the Vendors' Interests; and (f) each of the Vendors has duly and validly authorized, executed and delivered this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors represent Each Vendor separately represents and warrant, jointly and severally, warrants to WorldwidePurchaser as follows as of the date hereof with respect to himself or itself only, as continuing the case may be, and acknowledges and agrees that Purchaser is relying upon such representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date connection with the same effect as if made and given purchase by Purchaser of the Purchased Shares notwithstanding any investigation by or on and as behalf of each such day, thatPurchaser: (a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b1) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the full taken all necessary actions and absolute right, has all requisite power and authority to enter into and perform this Agreement in accordance with its terms; (2) this Agreement constitutes valid, legal and binding obligations on the Vendor in accordance with its terms; (3) the execution and delivery by the Vendor of this Agreement, and compliance with its terms and subject shall not breach or constitute a default: (i) under any provision of the Vendor’s constitutional documents; or (ii) under any agreement or instrument to which the Vendor is a party or by which any Vendor is bound; or (iii) of any order, judgment, decree or other restriction applicable to the conditions herein Vendor; (4) the Purchased Shares set forthout against the Vendor’s name at Section 2.1 of the Disclosure Letter constitute all of the allotted and issued share capital of the Corporation held by the Vendor as at the date of Closing, and such Purchased Shares are fully paid; (5) the Vendor is the sole legal and beneficial owner of the Purchased Shares set out against its name at Section 2.1 of the Disclosure Letter and has the right to carry out the transactions contemplated hereby and is entitled to transfer to Worldwide on the Closing Date, legal and beneficial title to the Purchased Shares in its name at Closing to the Purchaser free from all Encumbrances, without the consent of any other person on the terms set out in this Agreement; (6) no commitment to create any Encumbrance has been given by any Vendor, nor has any person claimed any right to an Encumbrance over the Purchased Shares of such Vendor; (7) such Vendor acknowledges that an investment in the Purchaser Shares is not without risk and ownership of his portion such Vendor may lose his, her or its entire investment; (8) such Vendor acknowledges that Purchaser may complete additional financings in the future in order to develop the business of the Purchaser and fund its ongoing development, and such future financings may have a dilutive effect on securityholders of the Purchaser, including such Vendor; (9) such Vendor acknowledges that the issuance of the Purchaser Shares is exempt from the prospectus requirements of Canadian Securities Laws and, as a result: (i) such Vendor may not receive information that would otherwise be required under Canadian Securities Laws or be contained in a prospectus prepared in accordance with Canadian Securities Laws, and (ii) such Vendor is restricted from using most of the protections, rights and remedies available under Canadian Securities Laws, including statutory rights of rescission or damages; (10) such Vendor acknowledges that the Purchaser Shares to be issued to such Vendor under this Agreement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and the Purchaser Shares may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (11) such Vendor acknowledges that Purchaser is required to file a report of exempt distribution with the Canadian Securities Regulators containing personal information about such Vendor; and that this report of exempt distribution will include the full legal name, residential address, telephone number and email address of such Vendor, the number of Purchaser Shares acquired under this Agreement, the date of the Closing and specific details of the prospectus exemption relied upon under Canadian Securities Laws to complete such purchase, including how such Vendor qualifies for such exemption. By completing this Agreement, such Vendor authorizes the indirect collection of the information described in this Section 3.2(11) by all applicable Canadian Securities Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Canadian Securities Regulators and (ii) the filing of this Agreement on SEDAR (including such redactions as permitted under applicable Canadian Securities Regulators as may be agreed by the Purchaser and the Vendors' Interests’ Representative); (12) such Vendor acknowledges that the Purchaser Shares are being offered on a “private placement” basis and will be subject to resale restrictions under Canadian Securities Laws and the rules of the Exchange, and Purchaser may make a notation on its records or give instructions to any transfer agent of the Purchaser Shares in order to implement such resale restrictions; (13) such Vendor acknowledges that the certificates or DRS statements representing the Purchaser Shares (and any replacement certificate or DRS statement issued prior to the expiration of the applicable hold periods), if any, will bear the following legend in accordance with Canadian Securities Laws: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” (14) either (i) such Vendor is receiving the Purchaser Shares as principal and is not a resident of the province of British Columbia; or (ii) if such Vendor is a resident of the Province of British Columbia, such Vendor is an “accredited investor” (other than (j), (k) or (l) of that definition) as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), eligible to purchase the Purchaser Shares pursuant to an exemption from the prospectus requirements of Canada Securities Laws and: (a) confirms that it complies with the criteria for reliance on the prospectus exemption and confirms the truth and accuracy of all statements made in such certificate as of the date of this supplement (b) understands that the Purchaser is required to verify that such Vendor satisfies the relevant criteria to qualify for the prospectus exemption; and (fc) each may be required to provide additional information or documentation to evidence compliance with the prospectus exemptions; (15) such Vendor has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Purchaser Shares, and is able to bear the economic risk of such investment even if the entire investment is lost; (16) such Vendor has been independently advised as to and is aware of the Vendors resale restrictions under Canadian Securities Laws with respect to the Purchaser Shares; (17) no Person has duly made any oral or written representations to such Vendor: (i) that any Person will resell or repurchase the Purchaser Shares; (ii) that any Person will refund the purchase price of the Purchaser Shares; (iii) as to the future value or price of any of the Purchaser Shares; or (iv) as to the liquidity of the Purchaser Shares; (18) such Vendor acknowledges and validly authorizedunderstands that Purchaser and its officers and affiliates possess material non-public information which may not be known to Vendor that may impact the value of the Purchaser Shares (the “Information”); and such Vendor understands, executed based on its experience, the disadvantage to which Vendor is subject due to the disparity of information between the Purchaser and delivered the Purchaser, and notwithstanding this, Vendor has deemed it appropriate to engage in the transactions contemplated under this Agreement; (19) such Vendor agrees that Purchaser and its Affiliates, officers, directors, stockholders, partners, employees and agents shall have no liability to Vendor or its grantor or beneficiaries, whatsoever (other than to the extent such Information is required to, but has not been, be disclosed under Canadian Securities Laws) due to or in connection with Purchaser’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated under this Agreement, and such Vendor hereby irrevocably waives any claim that it might have based on the failure of the Purchaser to disclose the Information; and (20) such Vendor acknowledges that it has taken its own tax and/or legal advice regarding the terms of this Agreement and neither the Purchaser and/or the Corporation shall have any liability to the Vendor in relation to tax due from them as a result of the transactions contemplated by this Agreement including but not limited to receipt of the Purchaser Shares by them in part consideration for the sale of their Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Representations and Warranties. Except as disclosed in the Vendors’ Disclosure Letter, the Vendors hereby represent and warrant, jointly on a joint and severallyseveral basis, to Worldwidethe Purchaser, as continuing representations with the intent that the Purchaser shall rely thereon in entering into this Agreement and warranties which are true and correct on in concluding the Transactions, both at the date hereto or, if any such representation hereof and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or at the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such dayTime, that: (a) each Vendor is the sole beneficial owner Xxxxxxx Shares (which include the Purchased Shares) are the property of the membership interest in Vendors, the capital of Vendors have good and marketable title to the Company as a percentage of Xxxxxxx Shares (which include the total membership interest of Purchased Shares) and the Company as is hereinafter set opposite each Vendor's name (collectively Vendors have the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of complete and exclusive right and authority to sell, transfer, assign and deliver the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) Purchased Shares to the Vendors' Interests are Purchaser free and clear of any actualLien whatsoever except Permitted Liens; (b) as at the date hereof, pendingthe authorized share capital of Xxxxxxx consists of 28,272,347 Xxxxxxx Shares, or threatened hold periods, liens, charges, claims, options, setall of which are validly issued and outstanding as fully paid and non-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions assessable shares in the capital of any nature whatsoever, except as expressly provided for or disclosed hereinXxxxxxx; (c) the Vendors' Interests represent 100% none of the Company's issued and outstanding membership interestsXxxxxxx Shares are subject to escrow restrictions, pooling arrangements, or voting trusts, whether voluntary or otherwise; (d) no person, firm or corporation person other than the Purchaser hereunder has any right, agreement or option, present or future, contingent or absolute, contract or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a right, agreement or option to contract for the purchase or otherwise acquire acquisition from the Vendors of any of the Vendors' InterestsXxxxxxx Shares (which includes the Purchased Shares); (e) each Vendor no person has any contract or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming a contract, including convertible securities, warrants or convertible obligations of any nature, for the full and absolute rightpurchase, power and authority to enter into this Agreement on the terms and subject to the conditions herein set forthsubscription, to carry out the transactions contemplated hereby and to transfer to Worldwide on the Closing Dateallotment or issuance of any issued or un-issued shares, legal and beneficial title and ownership or other securities of his portion of the Vendors' Interests; andXxxxxxx; (f) each the board of directors of Xxxxxxx has approved the sale and transfer of the Purchased Shares in connection with this Agreement; (g) this Agreement has been duly executed and delivered by the Vendors and (assuming due execution and delivery by the Purchaser) is a legal, valid and binding obligation of the Vendors enforceable against them in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (h) no Permit, Authorization or consent of any third party is necessary for the consummation by the Vendors of the sale and transfer of the Purchased Shares or the execution and delivery of this Agreement, and the consummation by the Vendors of the Transactions will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any indenture, agreement or other instrument to which Xxxxxxx or the Vendors are a party or by which they are bound; (i) the execution and delivery by the Vendors of this Agreement and the performance by them of their covenants hereunder (including the transfer of the Purchased Shares) do not and will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx and will not: (i) violate, conflict with or result in a breach of: A. any agreement, Contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx is a party, or by which Xxxxxxx is bound; or B. any Laws to which Xxxxxxx or is subject or by which Xxxxxxx is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit to which Xxxxxxx is a party, or by which Xxxxxxx is bound; (iii) result in the creation or imposition of any Liens upon any of the properties or assets of Xxxxxxx or restrict, hinder, impair or limit the ability of Xxxxxxx to conduct its business as and where it is now being conducted; or (iv) except as waived pursuant to Section 2.5(g), give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; (j) there is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Authority, or any claim, action, suit, demand, arbitration, charge, indictment, hearing or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding (collectively, “Proceedings”) against or involving the Vendors, Xxxxxxx or the Xxxxxxx Properties (whether in progress or, to the knowledge of the Vendors or Xxxxxxx, threatened). There is no judgment, writ, decree, injunction, rule, award or order of any Governmental Authority outstanding against Xxxxxxx in respect of its businesses, properties or assets or against either of the Vendors or Xxxxxxx; (k) Xxxxxxx is duly incorporated and organized, and is validly subsisting and in good standing as a corporate entity under the Laws of Peru and has duly full right and validly authorized, executed authority to acquire and hold recorded title to the Xxxxxxx Properties; (l) the Vendors have disclosed and delivered to the Purchaser, or will at Closing, deliver to the Purchaser, all information and data in the possession or under the control of the Vendors including, without limitation, all historical documentation with respect to title, all geological, geophysical and assay results, maps, environmental studies, tests and assessments and notification from regulatory authorities, and corporate records, concerning Xxxxxxx and the Xxxxxxx Properties (including any prior exploration, development, reclamation and remediation work carried out on the Xxxxxxx Properties and within the Vendor’s or Xxxxxxx’x knowledge); (m) Xxxxxxx has filed all applicable Tax returns required to be filed to date and has paid, or made provisions for the payment of, all Taxes and no assessments have been issued and no re-assessments have been made questioning or challenging in any way the returns filed; (n) [Commercially sensitive information redacted] (o) other than this Agreement., the Existing Explora Services Agreement and the agreements pursuant to which it acquired the Xxxxxxx Properties, Xxxxxxx has not entered into any Contracts, written or verbal agreements, obligations or liabilities of any nature to any person; (p) Xxxxxxx has not made any payment or loan to, or borrowed any moneys from or is otherwise indebted to the Vendors, except for indebtedness owing to the Vendors or subsidiaries of either of the Vendors that shall be capitalized for the issuance of Xxxxxxx Shares before the Closing Date; (q) Xxxxxxx has no liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, and is not a party to or bound by any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to the liabilities, obligations, indebtedness or commitments (whether accrued, absolute, contingent or otherwise) of any entity, except for indebtedness owing to the Vendors or subsidiaries of either of the Vendors that shall be capitalized for the issuance of Xxxxxxx Shares before the Closing Date; (r) Xxxxxxx was incorporated on August 13, 2018, and other than its ownership of the Xxxxxxx Properties, has not carried on any business activity and has never had any employees; (s) except for the Purchaser’s rights pursuant to this Agreement, no person has any agreement, Contract or option or any right or privilege capable of becoming an agreement or option for the purchase the whole or part of the assets of Xxxxxxx (including the Xxxxxxx Properties), and there are no active areas of mutual interest provisions or areas of exclusion in any contracts binding upon Xxxxxxx, or otherwise to which the assets of Xxxxxxx (including the Xxxxxxx Properties) are subject; (t) Xxxxxxx is not in conflict with, or in default (including cross defaults) under or in violation of: (i) its constating documents or, as applicable, equivalent organizational documents; or (i) any agreement, Contract or understanding to which it or by which any of the Xxxxxxx Properties in which it has a controlling interest or an option to acquire a controlling interest is bound or affected; (u) to the knowledge of the Vendors, each of Xxxxxxx and the respective predecessors in title to the Xxxxxxx Properties have (prior to ownership by the Vendors) conducted their activities in compliance with all applicable Laws, including Environmental Laws, tariffs and directives of each jurisdiction in which the Xxxxxxx Properties are located and possesses all Authorizations issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such Authorizations and with all Laws, tariffs and directives, and Xxxxxxx has not received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such Authorization; (v) neither Xxxxxxx nor any of its directors, officers, supervisors, managers, employees, or agents has: (i) violated any applicable anti-bribery, anti- corruption, export control, and economic sanctions Laws, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practice Act, including the applicable Peruvian Anti-Money Laundering Laws, the Peruvian Criminal Code, Law No. 30424 and its regulations approved by Supreme Decree No. 002-2019-JUS, as amended;

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. Representations and Warranties 3.01 The Vendors hereby represent and warrantwarrant to the Purchaser, jointly and severally, to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made intent that the Purchaser shall rely thereon in entering into this Agreement and given on in concluding the transactions contemplated hereby, that to the best of the Vendors' knowledge, information and as of each such day, thatbelief: (a) each Vendor is the sole beneficial owner of the membership interest KAS does not have any material outstanding indebtedness or any liabilities or obligations (whether accrued, contingent or otherwise) exceeding $10,000 in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00%aggregate; (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation person has any right, agreement or option, present or future, contingent contingent, absolute or absolute, or any right capable of becoming a right, an agreement or option or which with the passage of time or the occurrence of any event could become an agreement or option to purchase or otherwise acquire any the KAS Shares; (c) the Vendors are the registered holders and beneficial owners of and have good marketable title to the Vendors' InterestsKAS Shares, free and clear of all liens, charges and encumbrances whatsoever; (d) the KAS Shares have been duly and validly allotted and issued and are outstanding as a fully paid and non-assessable shares in the capital of KAS; (e) each Vendor has the full Vendors have good and absolute right, power sufficient right and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby contained and to transfer to Worldwide on the Closing Date, legal and beneficial title of the KAS Shares to the Purchaser; (f) assuming this Agreement is a valid, binding and ownership enforceable obligation of his portion the Purchaser and assuming satisfaction or waiver of the conditions precedent in section 4.01 and 4.04, this Agreement shall constitute a valid, binding and enforceable obligation of the Vendors' Interests. On Closing, the Vendors will not be a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution and delivery by the Vendors of this Agreement or the performance by the Vendors of any of the terms hereof; and (fg) each at Closing KAS will not be indebted to the Vendors or any employees or directors of the Vendors has duly or the Vendors' general partner or any affiliate or associate of the Vendors, on any account whatsoever. 3.02 The representations and validly authorizedwarranties contained in section 3.01 shall survive the completion of the transactions contemplated by this Agreement and shall continue in full force and effect for the benefit of the Purchaser until the earlier of three (3) years from the date of this Agreement or dissolution of the Vendors, executed and delivered this Agreementwhichever occurs first, notwithstanding any independent enquiry or investigation by the Purchaser.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors represent Each Vendor hereby represents and warrant, jointly and severally, warrants to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, Declan that: (a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the legal capacity and good and full and absolute right, power right and authority to enter into this Agreement on and has the terms capacity and subject to the conditions herein set forth, to carry out the transactions contemplated hereby full right and authority to transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion the Talos Shares and the stock options of Talos, as applicable, registered in the Vendor's name to Declan in accordance with the provisions hereof, free and clear of all encumbrances and to perform all other obligations to be performed by him hereunder; (b) the Vendor is not under any obligation, contractual or otherwise, to request or obtain the consent of any Person, and no permits, licenses, certifications, authorizations or approvals of, or notifications to, any Person are required to be obtained by the Vendor in connection with the execution, delivery or performance by the Vendor of this Agreement and the completion of any of the Vendorstransactions contemplated herein; (c) this Agreement has been duly executed and delivered by the Vendor and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against him in accordance with its terms, subject only to any limitation under applicable laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' Interestsrights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) the Vendor is the registered and beneficial owner of the Talos Shares and the stock options of Talos, as applicable, registered in the Vendor's name, free and clear of all liens, charges, pledges, security interests, demands, adverse claims, rights or any other encumbrances whatsoever and, other than pursuant to this Agreement, no Person has any right, option, agreement or arrangement capable of becoming an agreement for the acquisition of any of the Talos Shares or stock options of Talos registered in the Vendor's name or any interest therein; (e) there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements to which the Vendor is party, or otherwise with respect to the ownership or voting of any of the Talos Shares registered in the Vendor's name; (f) the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby will not constitute or result in a violation of, breach of or default under, or cause the acceleration of any obligations of the Vendor under: (i) the terms of any agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Vendor is a party or by which he is bound; or (ii) any term or provision of any order, approval or judgment of any governmental authority or regulatory body or any laws applicable to the Vendor; (g) the Vendor is not a non-resident of Canada within the meaning of the Tax Act; and (fh) each of no representation or warranty made by the Vendors has duly and validly authorized, executed and delivered Vendor in this Agreement, and no statement made in any schedule, exhibit, certificate or other document furnished by the Vendor pursuant to this Agreement, contains, or shall contain, any untrue statement of a Material Fact or omits, or shall omit, to state any Material Fact necessary to make such representation or warranty or any such statement not misleading.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. 9.1 The Vendors warrant and represent and warrantto Goldbelt, jointly and severally, to Worldwide, that as continuing representations and warranties which are true and correct on at the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on hereof and as of each such day, thatat the First Closing Date: (a1) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00%RWA and RWASA contain sufficient funds to satisfy all employee entitlements which have accrued on or prior to 30 January 2004; (b2) the Vendors' Interests RWA Shares and the RWASA Shares are validly issued and outstanding as fully paid and non-assessable, free and clear of any actual, pending, or threatened hold periods, all liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions charges and encumbrances and represent all of any nature whatsoever, except as expressly provided for or disclosed hereinthe issued and outstanding shares of the respective companies; (c3) the Vendors' Interests represent 100% of the Company's issued Vendors have good and outstanding membership interests; (d) no personsufficient title, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the full and absolute right, power and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby hereof and to transfer to Worldwide on Goldbelt the Closing Date, legal and beneficial title and ownership of his portion the Assets; (4) there are no options, warrants, rights or agreements outstanding with respect to the purchase, acquisition or subscription for the RWA Shares or the RWASA Shares and no outstanding securities convertible into or exchangeable for the RWA Shares or the RWASA Shares; (5) the performance of this Agreement will not conflict with or result in breach of any covenants or agreements contained in, or constitute a default under or result in the creation of any encumbrance pursuant to the provisions of, any agreement to which the Vendors, RWA or RWASA is a party or by which the Vendors, RWA or RWASA may be bound or to which the Vendors, RWA or RWASA may be subject or any judgment, decree, order, rule or regulation of any court or administrative body by which the Vendors, RWA or RWASA are bound or, to the knowledge of the Vendors, RWA or RWASA, any statute or regulation applicable to the Vendors, RWA or RWASA; (6) RWA is a company duly incorporated, validly existing and in good standing under the laws of Jersey; (7) RWASA is a company duly incorporated, validly existing and in good standing under the laws of Burkina Faso; (8) the Vendors have full capacity to enter into this agreement and all necessary corporate acts of the Vendors have been performed in order to authorize this Agreement; (9) RWA and RWASA have filed all necessary tax returns and reports including all reports affecting worker's compensation and have paid all taxes and other government charges; (10) the entering into and the performance of this Agreement and the transactions contemplated herein will not result in the violation of any of the terms and provisions of the constating documents of the Vendors, RWA or RWASA, any shareholders' Interestsor directors' resolutions, or any indenture or other agreement, written or oral, to which the Vendors, RWA or RWASA may be bound or to which the Vendors, RWA or RWASA may be subject (including, without limitation, any agreements pursuant to which RWA or RWASA holds the Mineral Properties) or any judgment, decree, order, rule or regulation of any court or administrative body by which the Vendors, RWA or RWASA are bound or to the knowledge of the Vendors, RWA or RWASA, any statute or regulation applicable to the Vendors, RWA or RWASA; (11) the RWA Shares and RWASA Shares are the only issued and outstanding shares of RWA and RWASA respectively and are fully paid and non-assessable; (12) the Financial Statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis and fairly and accurately represent the financial condition of RWA and RWASA respectively as at the date thereof or for the periods covered; (13) the corporate records of RWA and RWASA, the share certificate books, register of directors and shareholders and minute book of RWA and RWASA contain complete and accurate minutes of all meetings of the directors and shareholders of RWA and RWASA which were duly called and held since incorporation of RWA and RWASA; (14) except as disclosed in Schedule "A", RWA and RWASA are the legal and beneficial owner of the Mineral Properties which are in good standing, free and clear of all liens, charges and encumbrances; (15) any agreement relating to the acquisition of any Mineral Property by RWA or RWASA is valid and enforceable in accordance with its terms and all matters required of RWA and RWASA to be done in respect thereof have or are being done such that RWA RWASA are not in default thereunder; (16) except as disclosed in Schedule "A", RWA and RWASA have good title to and possession of all the assets, equipment, property and undertaking described in the Financial Statements, all free and clear of all liens, charges and encumbrances; (17) other than as set forth in the Financial Statements: (a) there are no outstanding debts or financial obligations of RWA and RWASA in excess of US$25,000 other than the RWA Debt; (b) there is no undisclosed material litigation, proceedings or investigations pending or threatened against RWA and RWASA; and (fc) each the Vendors do not know, nor have any grounds to know, of any basis for any material litigation, proceeding or investigation against RWA and RWASA, which would materially affect RWA and RWASA; (18) neither RWA or RWASA has declared any dividends or other distribution of any kind whatsoever in respect of its outstanding share capital; (19) to the knowledge of the Vendors, both RWA and RWASA have compiled with any and all rules, regulations and policies and any and all regulatory authorities, agencies and commissions having jurisdiction over RWA and RWASA or to which RWA and RWASA may be subject; (20) RWA and RWASA have not guaranteed, nor agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation; (21) RWA and RWASA have not paid, nor agreed to pay, any benefits under a pension, profit sharing, bonus or other similar plan; (22) during the period from the Effective Date until the Expiry Date, neither RWA nor RWASA has entered into any written or oral employment, service or pension agreement; (23) during the period from the Effective Date until the Expiry Date, neither RWA nor RWASA has entered into any agreement under which its obligations cannot be terminated without penalty to RWA or RWASA on 60 days' notice; and (24) the Vendors are not aware of any occurrence or event which has had, or might reasonably be expected to have, a materially adverse effect on the business of RWA or RWASA or the results of their operations since the latest date of the Financial Statements. 9.2 All representations, warranties, covenants and agreements of the Vendors has duly herein will survive the closing of this Agreement and validly authorized, executed will continue in full force and delivered this Agreementeffect for a period of one year following closing.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors hereby represent and warrantwarrant to the Allottee as follows: (i) The Owners have marketable title to the said Freehold Land described in Part I of Schedule H hereto and marketable leasehold interest to the said Leasehold Land described in Part II of Schedule H hereto. The details of the Deeds of Conveyance and the Deeds of Lease executed and registered in favour of the Owners are mentioned in Schedule I hereto. Notwithstanding anything to the contrary contained elsewhere in this Agreement or otherwise it is hereby expressly made clear that the Owners right, jointly and severally, to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given title and/or interest in respect of a particular date other than the date hereto, then such representation said Land comprises of ownership and warranty shall be true freehold title in respect of the said Freehold Land and correct on leasehold right and interest in respect of the earlier of such date or the Closing Date (as defined herein), said Leasehold Land and all representations references in this Agreement to the terms “Owners” and/or their “title” and/or “transfer” and/or “sale” and/or “purchase” and/or “Bungalow Land” and/or “said Bungalow Land” including all grammatical variations thereof shall mean and warranties herein shall be true and correct on each day thereafter refer to and including the Closing Date with the same effect as if made and given on and as sale / purchase of each such day, that: (a) each Vendor is the sole beneficial owner of the membership ownership share or interest in the capital said Bungalow Unit in case the said Bungalow Land is situated on a portion of the Company as said Freehold Land and assignment/transfer of leasehold right or interest in the said Bungalow Unit in case the said Bungalow Land is situated on a percentage portion of the total membership interest said Leasehold Land subject to the terms, conditions, covenants, stipulations and restrictions governing the same including those contained in the Deeds of Lease (mentioned in Serial Nos. 193, 194, 195, 196, 197, 202, 203, 206, 214, 215 and 216 of Schedule I hereto) and the terms “Owners” and/or their “title” and/or “transfer” and/or “sale” and/or “purchase” and/or “Bungalow Land” and/or “said Bungalow Land” including all grammatical variations thereof shall be read, interpreted and understood accordingly. The Owners have actual, physical and legal possession of the Company as is hereinafter set opposite each Vendor's name (collectively said Land for the "Vendors' Interests"): Name Project and the same has been made available to the Promoter for the purpose of Vendor % of Total Membership Interest of development and construction pursuant to the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed hereinDevelopment Agreement; (cii) The Promoter has lawful rights and requisite approvals from the Vendors' Interests represent 100% competent Authorities to carry out development of the Company's issued and outstanding membership interestsProject; (diii) There are no person, firm encumbrances upon the said Land or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable the Project created by the Vendors other than construction finance taken from Axis Trustee Services Limited and mortgage of becoming a right, agreement or option to purchase or otherwise acquire any the said Land for the said financial facility; (iv) As per the knowledge of the Vendors' Interests, there are no litigations pending before any Court of law or Authority with respect to the said Land, Project or the said Bungalow Unit; (ev) each Vendor has All approvals, licenses and permits issued by the full Authority with respect to the Project, said Land and absolute rightthe said Bungalow Unit are valid and subsisting and have been obtained. Further, power the Vendors have been and authority shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, the said Land, the Bungalow Units and the said Bungalow Unit and Common Areas; (vi) The Vendors have the right to enter into this Agreement on and have not committed or omitted to perform any act or thing whereby the terms and subject right of the Allottee created herein, may prejudicially be affected; (vii) The Vendors have not entered into any agreement for transfer or any other agreement/arrangement with any person or party with respect to the conditions herein set forthsaid Land including the Project and the said Bungalow Unit which will, in any manner, affect the rights of Allottee under this Agreement save and except for the mortgage of the said Land with Axis Trustee Services Limited; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from transferring the said Bungalow Unit to carry out the transactions Allottee in the manner contemplated hereby in this Agreement; (ix) At the time of execution of the Deed of Conveyance, the Vendors shall hand over lawful, vacant, peaceful, physical possession of the said Bungalow Unit to the Allottee; (x) The said Bungalow Unit is not the subject matter of any HUF and to transfer to Worldwide on the Closing Datethat no part thereof is owned by any minor and/or no minor has any right, legal and beneficial title and ownership of his portion claim over the said Bungalow Unit; (xi) The Vendors have duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Authority till the Partial or Full Completion / Occupancy Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the Vendors' Interests; andsaid Bungalow Unit) has been received by or served upon the Vendors in respect of the said Land and/or the Project to the best of their knowledge and belief; (fxiii) each of the Vendors has duly and validly authorized, executed and delivered this AgreementThe said Land is not Waqf property.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The To induce the Purchaser to enter into and complete the transactions contemplated by this Agreement, each of the Vendors individually represent and warrant, jointly and severally, to Worldwide, as continuing representations and warranties which are true and correct on of the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on hereof and as of each such daythe Closing Date, that: (a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each such Vendor has the full due and absolute right, power sufficient right and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby forth and to sell and transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion the Company Shares to the Purchaser; (b) none of the Vendors' InterestsVendors are non-residents of Canada within the meaning of the Income Tax Act (Canada); (c) the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby will to the best of his knowledge and belief: (i) not constitute a breach by such Vendor of any statute, bylaw or regulation or of the Company's memorandum or articles of association; (ii) not result in a breach of any terms or provisions, or constitute a default under any agreement, indenture, mortgage, instrument, judgment or decree to which such Vendor is a party or by which such Vendor is bound; and (iii) not result in the creation of any lien, encumbrance or other charge on the Company Shares; (d) the Company Shares were issued in accordance with Securities Act of BC and the Regulations and the applicable laws of the Province of British Columbia; (e) such Vendor is the registered and beneficial owner of his respective Company Shares and has good and marketable title to his Company Shares, and such Company Shares are free and clear of all liens, claims, charges and encumbrances of every nature and kind whatsoever; -87- (f) each the execution and delivery of this Agreement and the completion of the transaction contemplated hereby will not cause or otherwise result in any tax liability relating to the Company Shares other than capital gains taxes payable by such Vendor; (g) such Vendor has no information or knowledge of any facts relating to the Company or the Business if known to the Purchaser, might reasonably be expected to deter the Purchaser from completing the transaction of purchase and sale herein contemplated; (h) no certificate furnished by or on behalf of the Vendors to the Purchaser at the Closing in respect of the representations, warranties, and covenants of the Vendors herein will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading; (i) such Vendor acknowledges and agrees that the Purchase Price it is going to receive is the Purchaser Shares and the Vendor has duly the capacity to protect its own interest in connection with the acquisition of the Purchaser Shares and validly authorizedis capable of evaluating the merits and the risks of an investment in the Purchaser by reason of its business and financial knowledge and experience; (j) such Vendor is acquiring the Purchaser Shares for investment for its own account and not as a nominee or agent and not with a view to, executed or for resale in connection with, any distribution thereof. (k) such Vendor represents and delivered acknowledges that it has been solely responsible for its own due diligence investigation of the Purchaser, its management and business, for its own analysis of the merits and risks of this Agreementinvestment and for its own analysis of the terms of investment and that in taking any action or performing any role relative to the proposed investment, it has acted solely in its own interest and that neither it, nor any of its agents and employees have acted as agents, employees, partners or fiduciaries of any other person or as an agent of the Purchaser or as an issuer, underwriter, broker, dealer or investment adviser relative to this investment; (l) such Vendor understands that the Purchaser has a limited operating history and that investment in the Purchaser involves substantial risks. Such Vendor further understands that the acquisition of the Purchaser Shares would be a highly speculative investment.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. 5.01 The Vendors represent Vendor hereby represents and warrant, jointly and severally, warrants to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, Purchaser that: (a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor he has the full and absolute right, power and authority to enter into this Agreement; (b) immediately prior to the closing of this Agreement on he is the beneficial owner of 100% interest in and to the Claims and the Claims are not subject to any liens or encumbrances of any kind whatsoever; (c) the Claims have been validly located and are now duly recorded and in good standing substantially in accordance with the laws in effect in the jurisdiction in which they are situated; (d) 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 he is a party or by which he is bound; (e) he has the exclusive right to enter into this Agreement and all necessary authority to assign to the Purchaser all of his right, title and interest in and to the Claims in accordance with the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion of the Vendors' Interests; andthis Agreement; (f) each the Claims are free and clear of all liens and encumbrances and are in good standing with the United States Department of the Vendors Interior - Bureau of Land Management until August 31, 2008; (g) there are no outstanding or, to the best of the Vendor’s information, knowledge and belief, proposed, threatened or contemplated actions or suits which, if successful, would or could affect the market value or ownership of the Claims or any portion thereof; (h) conditions on and relating to the Claims are in compliance with all applicable laws, regulations and orders relating to environmental matters, including, but not limited to, waste disposal and storage and Vendor is not aware of any conditions with respect to the Claims that could give rise to environmental claims that would impair the Purchaser’s development of the Claims; (i) there are no reclamation liabilities to be carried out in the future, outstanding work orders or actions required to be taken relating to the Claims or the condition of the Claims, or any operations that have been carried out thereon; (j) on the Closing Date the Vendor will deliver to the Purchaser copies of all reports, maps and other documents and or materials relating to the Claims in the Vendor’s possession; (k) the Vendor has duly had an opportunity to obtain and validly authorizedhas obtained a general and complete understanding satisfactory to it of the Purchaser, executed its affiliates and delivered their services, potential assets, finances, and manner of doing business sufficient to permit it to evaluate (i) the Purchaser and its prospects and (ii) the risks and merits of accepting the Shares as partial payment for the Claims; (l) the Vendor acknowledges that the Share certificate shall be legended with a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. ANY PURPORTED TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN ANY MANNER WHICH IS IN VIOLATION OF THE FOREGOING LIMITATIONS IS INVALID AND THE COMPANY WILL NOT TRANSFER SUCH INVALIDLY TRANSFERRED SECURITY ON THE BOOKS OF THE COMPANY. 5.02 The representations and warranties hereinbefore set out are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the Closing Date by a period of 24 months, except that the representation and warranty of Vendor pursuant to Sections 5.01 (b), (c), (d), (e) and (f) shall survive indefinitely. The Vendor hereby indemnifies and saves the Purchaser 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 Agreement.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. 5.01 The Vendors hereby represent and warrant, jointly and severally, warrant to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, Purchaser that: (a) each Vendor is they have the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the full and absolute right, power and authority to enter into this Agreement on and the corporations included among the Vendors are in good standing under the laws of the jurisdiction in which they are incorporated; (b) immediately prior to the closing of this Agreement they are the beneficial owner, and the Trustee is the recorded title owner, of a 100% interest in and to the Claims and the Claims are not subject to any liens or encumbrances of any kind whatsoever; (c) the Claims have been validly located and are now duly recorded and in good standing substantially in accordance with the laws in effect in the jurisdiction in which they are situated; (d) 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 they are a party or by which they are bound; (e) they have the exclusive right to enter into this Agreement and all necessary authority to assign to the Purchaser all of their right, title and interest in and to the Claims in accordance with the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion of the Vendors' Interests; andthis Agreement; (f) each the Claims are free and clear of all liens and encumbrances and are in good standing with the United States Department of the Interior - Bureau of Land Management until August 31, 2007; (g) there are no outstanding or, to the best of the Vendor’s information, knowledge and belief, proposed, threatened or contemplated actions or suits which, if successful, would or could affect the market value or ownership of the Claims or any portion thereof; (h) conditions on and relating to the Claims are in compliance with all applicable laws, regulations and orders relating to environmental matters, including, but not limited to, waste disposal and storage and Vendors are not aware of any conditions with respect to the Claims that could give rise to environmental claims that would impair the Purchaser’s development of the Claims; (i) there are no reclamation liabilities to be carried out in the future, outstanding work orders or actions required to be taken relating to the Claims or the condition of the Claims, or any operations that have been carried out thereon; (j) on the Closing Date the Vendors will deliver to the Purchaser copies of all reports, maps and other documents and or materials relating to the Claims in the Vendor’s possession; (k) the Vendors have been informed as to, and are familiar with, the business activities of the Purchaser and its affiliates, and has duly had an opportunity and validly authorizedproceeded, executed or waived the opportunity, to (i) review the books and delivered records of the Purchaser and its affiliates and to ask questions of, and receive answers from, appropriate representatives of the Purchaser and its affiliates concerning the Purchaser and its affiliates and the terms and conditions of this Agreement, and (ii) obtain and review all additional information relating to the history and proposed business plan of the Purchaser and its affiliates that it deems necessary; (l) the Vendors fully understand that the Shares have not been registered under the Securities Act of 1933 as amended (the “Securities Act”) in reliance upon exemptions therefrom, and, accordingly, to the extent that it is not supplied with the information which would have been contained in a registration statement filed under the Securities Act, it must rely on its own access to such information; (m) the Vendors have had an opportunity to obtain and have obtained a general and complete understanding satisfactory to it of the Purchaser, its affiliates and their services, potential assets, finances, and manner of doing business sufficient to permit it to evaluate (i) the Purchaser and its prospects and (ii) the risks and merits of accepting the Shares in payment for the Claims; (n) the Vendors (i) recognize that accepting the Shares involves risk, (ii) have carefully considered whether accepting he Shares is appropriate, and (iii) have obtained such individual financial, tax and legal advice as they deem necessary or appropriate to fully understand the risks involved and to evaluate accepting the Shares; (o) the Vendors recognize that they must bear the economic risk involved in accepting the Shares for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act and therefore cannot be sold, pledged, assigned or otherwise disposed of unless (i) they are subsequently registered under the Securities Act or (ii) an exemption from such registration is available and an opinion of counsel acceptable to the Purchaser that the transfer is not in violation of any federal securities act or state securities law is provided to the Purchaser; (p) the Vendors recognize that there is no current market for the Shares; that there can be no assurances that such a market will exist any time in the future and accordingly they may not be able to sell or dispose of any of the Shares even if they hold them for a number of years; that their right to transfer the Shares will be restricted by federal and state securities laws and a legend to this effect will be placed on the certificates representing the Shares and that such laws impose strict limitations upon such transfer; and the Purchaser is under no obligation in connection with the subsequent transfer thereof by them or to aid them in obtaining an exemption from such registration; (q) the Vendors acknowledge that the Share certificate representing the purchase price shall be legended with a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. ANY PURPORTED TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN ANY MANNER WHICH IS IN VIOLATION OF THE FOREGOING LIMITATIONS IS INVALID AND THE COMPANY WILL NOT TRANSFER SUCH INVALIDLY TRANSFERRED SECURITY ON THE BOOKS OF THE COMPANY. (r) At Closing Vendors will be deemed to have instructed and authorized the Trustee to convey title to the Claims to the Purchaser. 5.02 The representations and warranties hereinbefore set out are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the Closing Date by a period of 24 months, except that the representation and warranty of Vendors pursuant to Sections 5.01 (b), (c), (d), (e) and (f) shall survive indefinitely. The Vendors hereby indemnify and save the Purchaser 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 Agreement.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors represent Subject to matters disclosed to the Purchaser in this Agreement and warrantits Exhibits and in the Disclosure Letter, jointly and severallyExhibit 6, issued by the Vendors, the Vendors, on a pro rata basis in proportion to Worldwidetheir ownership interests in the Instruments, as continuing make representations and warranties which (the “Warranties”) in favour of the Purchaser with respect to the issues mentioned below in this Section 6, all of which, including matters disclosed to the Purchaser in this Agreement and its Exhibits, and in the Disclosure Letter, Exhibit 6, are true true, complete and correct on accurate as of the date hereto orhereof and will be true, if any such representation complete and warranty is expressed accurate as well as of the Completion Date. Vendors shall update the Disclosure Letter against the Warranties up to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Completion Date with regard to circumstances occurring after the same effect as if made and given on and as of each Signing Date. If such dayupdated disclosures contain a Loss, thatthe Purchaser shall have the following rights: (ai) each Vendor if the Loss is less than SEK eight (8) million below EBITA 2005 according to the sole beneficial owner Company’s audited Accounts on a Group level, the Purchaser has no other rights or remedies other than those which exist if a breach of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed hereinWarranty has occurred; (cii) if the Vendors' Interests represent 100% Loss is between SEK eight (8) million and SEK 25 million below EBITA 2005 according to the Company’s audited Accounts on a Group level, the Purchaser has a right to negotiate a corresponding adjustment of the Company's issued Purchase Price, such negotiation regarding adjustment to be conducted in good faith and outstanding membership interests; (d) no personfailing agreement, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any will give the Purchaser and the Vendors the right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the full and absolute right, power and authority to enter into rescind this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion of the Vendors' InterestsAgreement; and (fiii) each if the Loss is more than SEK 25 million below EBITA 2005 according to the Company’s audited Accounts on a Group level, or in the case of (a) a loss of the Vendors has duly and validly authorized, executed and delivered this Agreement.trading relationship with Nokia (b) a loss of the W.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. 2.1 Representations and Warranties of the Vendors The Vendors represent and warrant, jointly and severally, to WorldwideClipclop, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, that: (a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.0031.25% Xxxxx Xxxx 31.25% Xxxx X. Xxxxxxx 25.00% Xxxx Xxxxxxxxx 50.0012.50% (b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein; (c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests; (d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests; (e) each Vendor has the full and absolute right, power and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer to Worldwide Clipclop on the Closing Date, legal and beneficial title and ownership of his portion of the Vendors' Interests; (f) each of the Vendors acknowledges that the Exchange Shares (as defined herein) to be issued pursuant to this Agreement have not been registered pursuant to the securities laws of any jurisdiction and are being issued pursuant to exemptions from registration contained in the Securities Act (British Columbia)(the "B.C. Securities Act") and the United States Securities Act of 1933, as amended (the "1933 Act"), and the Exchange Shares may only be sold in a jurisdiction in accordance with the restrictions on resale prescribed under the laws of the jurisdiction in which such shares are sold, all of which may vary depending on the jurisdiction; (g) each of the Vendors is aware that Clipclop is a "reporting issuer" as defined in the B.C. Securities Act and as a consequence the Exchange Shares are restricted from transfer within the province of British Columbia for a period of twelve (12) months after issuance; and (fh) each of the Vendors has duly and validly authorized, executed and delivered this Agreement.