Common use of Vendor’s Representations and Warranties Clause in Contracts

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the Vendor represents and warrants to the Purchaser that: (a) the Vendor owns and have the right to sell the Shares as the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever; (b) the Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of this Agreement and all other documents contemplated hereby; (c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law; (d) the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred in the ordinary course of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxx.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the The Vendor represents and warrants to the Purchaser that: (a) The Vendor is an open-ended trust established under the Vendor owns and have laws of the right to sell the Shares as the legal and beneficial owner, free Province of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoeverOntario; (b) The Vendor is the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) Other than the Shares, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has due good and sufficient power, authority and right and authority to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances, subject to compliance with the Securities Act (as defined below) and any other applicable securities Law (as defined below), and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares in a manner described in Section 3 hereof, free and clear of all Encumbrances. (e) Neither the Vendor nor any of its “affiliates” (as defined in Regulation 501 under the United States Securities Act of 1933, as amended (the “Securities Act”)) nor any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act (“Regulation S”)) in connection with the sale of the Shares. (f) The Vendor reasonably believes that there is no “substantial U.S. market interest” (as defined in Regulation S) in the Shares or in any securities of the same class as the Shares. (g) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party, subject to compliance with the Securities Act and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the any other applicable securities Law. (h) The execution, delivery and performance of this Agreement and has been duly authorized by all other documents contemplated hereby;necessary corporate action on the part of the Vendor. (ci) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor acknowledges in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and agrees other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (j) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provisions of this Agreement and the Securities Purchase Shares Agreement between the Purchaser and Warrants have not been and will not be qualified the Vendor dated August 28, 2012 (the “August Agreement”). (k) There is no outstanding voting trust, proxy or registered other similar agreement with respect to the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the securities laws terms of Ontario or under any federal or state laws this Agreement and the proxies granted to the Purchaser with respect to certain other common shares of the United States Corporation pursuant to the August Agreement and as suchthe Securities Purchase Agreement between XXX and the Purchaser dated August 28, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law;2012. (dl) To the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporationVendor’s knowledge, and that all negotiations and other acts in furtherance of neither entering into nor the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated hereby by this Agreement other thanthe Vendor will result in the violation of: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out any of the Material Contracts and provisions of the litigation referred to; andconstating documents or by-laws of the Vendor; (ii) liabilities incurred in any contract (written or oral) or other instrument to which the ordinary course of business, none of Vendor is a party or by which are materiallyadverse to the business, operations, affairs or financial condition of Ungava;Vendor is bound; or (xiii) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to any law, statute, rule, regulation, or affected any existing applicable decree, judgment, or order by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency agency, or other tribunal; andgovernmental body (collectively, “Law”), in respect of which the Vendor must comply. (zm) The Vendor is not a non-resident person under the Officers Income Tax Act (Canada). (n) The Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Shares or the Corporation. The representations and warranties of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx XxxxxxxxxVendor set forth in Section 7 will survive the Closing.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the 6.1 The Vendor represents and warrants to the Purchaser thatas follows: (a) the Vendor owns is not, and have will not be on the right to sell Closing Date, a non-resident of Canada within the Shares as meaning of section 116 of the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoeverIncome Tax Act (Canada); (b) the Vendor is a Canadian corporation validly subsisting under the laws of Canada and has due and sufficient right the corporate capacity and authority to own the Lands and to enter into this Agreement on the terms into, execute and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of accept this Agreement and all other documents complete the transaction contemplated hereby; (c) The Vendor has not committed any act of bankruptcy and is not an insolvent person (as such term is defined by the Bankruptcy Act) and no petition or receiving order has been filed against the Vendor, and no proceedings for a compromise with or proposal to the Vendor’s creditors or for the winding-up, liquidation or other dissolution of the Vendor acknowledges and agrees that have been instituted by or against the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or Vendor under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable lawLaw; (d) To the best of the Vendor’s knowledge and belief (which shall be deemed to include only the knowledge and belief of those senior managers of the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of who are responsible for managing the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava;Vendor’s environmental affairs): (i) Ungava has the corporate capacity save and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava except as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change identified in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting AMEC Current Environmental Report prepared by the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than thatEnvironmental Consultant, the Vendor knows is unaware of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy Contaminants on the Lands that might reasonably be expected to materially interfere with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance Purchaser’s construction of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing Plant on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred toLands; and (ii) liabilities incurred there are no restrictions, regulations, orders, by-laws or agreements issued by any governmental body or authority pursuant to or relating to the Environmental Protection Act (Ontario), the Ontario Water Resources Act or the Conservation Authorities Act in respect of the Lands, except such as are associated with the Vendor’s current operations on the Lands for which required permits have been obtained from the relevant authorities. (e) With respect to any construction lien which has been registered prior to the Closing Date, the Vendor shall be solely responsible for the payment of same and shall pay, without delay, the principal, interest and costs of any such construction lien either to the claimant or into court pursuant to the Construction Lien Act (Ontario) and shall discharge it prior to the Closing Date. In addition, if a construction lien in respect of any work conducted at the request of the Vendor prior to the Closing Date is registered subsequent to the Closing Date, the Vendor shall assume and be solely responsible for the full amount, including the principal, interest and costs and indemnify the Purchaser, and must discharge any such construction lien at its own expense as aforesaid within seven (7) Business Days of its registration. The Vendor shall provide the Purchaser with its statutory declaration on Closing that all work performed on the Lands up to the Closing Date for which payment is due and payable on or before the Closing Date has been paid up to the Closing Date. (f) The Lands have not been ordinarily occupied by any officer, director or employee of the Vendor or by any of their spouses as their family residence. (g) No other person, firm, corporation, association or entity other than the Purchaser has any written or oral agreement, option, right of first refusal, understanding or commitment for the purchase from the Vendor of any interest in the ordinary course of businessLands or any part thereof, none of which except such as are materiallyadverse to the business, operations, affairs or financial condition of Ungava;listed as Permitted Encumbrances on Schedule “C” hereof. (xh) all material transactions No notice relating to any threatened or impending condemnation or expropriation or any similar proceeding in respect of Ungava have the Lands, or any part of the Lands, has been properly recorded in received by the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof;Vendor. (yi) The Lands have not been designated as an historic site under the Shares are not subject to or affected by any actual orOntario Heritage Act (Ontario) and, to the knowledge best of the Vendor’s knowledge, pending no steps have been taken to so designate the Lands or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunalpart thereof; and (zj) To the Officers best of Ungava are: Xxxxx Xxxxxxthe Vendor’s knowledge and belief, President Xxxx Xxxxxxxxxxthere are no work orders, CFO Xxxxx Xxxxxdeficiency notices, Secretary-Treasurer Xxxx Xxxxxxxxxorders to comply or similar orders issued by any authority that are outstanding in respect of the Lands. 6.2 The Vendor shall deliver to the Purchaser, Vice President on Closing, a statutory declaration sworn by an officer of the Directors Vendor confirming the accuracy of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx the representations and Xxxx Xxxxxxxxxwarranties contained in section 6.1 as at the Closing Date. 6.3 The warranties contained in section 6.1 shall survive and not merge on the Closing of this transaction but shall survive for a period of two (2) years following the Closing Date and thereafter shall merge.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the 14.1 The Vendor represents and warrants to the Purchaser thatas representations and warranties that are true as of the date hereof and will be true at the time of Closing as follows: (a) The Vendor is a limited partnership validly existing under the Vendor owns laws of British Columbia and has and will have the right power, authority and capacity to sell enter into this Agreement, to perform its obligations hereunder and to carry out the Shares as transaction contemplated by this Agreement. (b) The Vendor is not a non-resident of Canada within the legal meaning of the Income Tax Act. (c) There are no claims pending, commenced, or to the best of the Vendor’s knowledge, threatened with respect to the Property or the Vendor’s title to the Property. (d) The Vendor is, and on the Completion Date will be, the sole beneficial ownerowner of the Property, free and clear of all liens, claims, judgments, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions caveats and encumbrances whatsoever; whatsoever except the Permitted Encumbrances (b) subject to the provisions of this Agreement related to clearing title of the Vendor’s financial encumbrances), and the Vendor has due and sufficient the full right and authority to enter into this Agreement on sell the terms Property and conditions herein set forth to transfer and all necessary action has been taken by or on assign valid title to the part of the Vendor to authorize the execution, delivery and performance of this Agreement and all other documents contemplated hereby; (c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as suchLands, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law; (d) Building and the Vendor will deliver a certificate prior Equipment to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario;Purchaser. (e) Ungava was duly incorporated under the laws The Vendor is not in breach of the Province Permitted Encumbrances and has not received written notice of Ontario and is in goodstanding with respect to all statutory filings required by any breach or alleged breach of any of the applicable corporate laws;Permitted Encumbrances. (f) The zoning of the Shares have been duly Lands permits the development of the Lands and validly issued the construction of the Building as contemplated by the Contract Plans and are outstanding as fully paid andnon-assessable shares and warrants in the capital of UngavaSpecifications; (g) The Contracts delivered by the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for Vendor to the purchase Purchaser constitute all of the Shares service, development, operation, management, or other contracts and other agreements related thereto, pertaining to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any ownership of the unissued shares in Lands and operation of the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava Property as at the date of such statements this Agreement. (h) On the Completion Date there will be no leases, tenancy agreements, offers to lease, tenancy or rights of occupation affecting the Lands that will survive the Completion Date. (i) The Permits delivered by the Vendor to the Purchaser constitute all of the licences and permits obtained by the Vendor as at the date of this Agreement for the operation, development and construction of or in connection with the Building and the results Lands. (j) All of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied;Contract Plans and Specifications delivered by the Vendor to the Purchaser are complete, true and accurate copies of such documents. (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change The building systems in the financial position or condition of Ungava or any damageBuilding, loss or other change including electrical, mechanical, heating, HVAC, emergency and fire safety systems, and security systems will be in circumstances materially affecting good working order on the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended;Completion Date. (l) The Building will be constructed entirely within the only contracts, agreements or understandings to which Ungava is legally bound and which are material to boundaries of the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts');Lands. (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava The Vendor has not guaranteed, or agreed to guarantee received any debt, liability or other obligation notice and does not have any knowledge of any personencroachment of any structure, firm improvements or corporation;infrastructure onto the Lands. (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor has not received any written notice and Ungava through its subsidiary Ungava Minerals Exploration Inc.does not have any knowledge that the Lands are subject to any outstanding work order, is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University bylaw infraction or notice or defect of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by non-compliance from any federal, provincial, state, municipal or other governmental department. commissiongovernment authority. (o) The Vendor has not received any notice and does not have any knowledge of any intention of the applicable municipality to alter its zoning by-law, boardofficial community plan or land use plan, bureau if any, so as to affect or agency;potentially affect the development of the Lands, construction of the Building, or the future operation thereof. (p) Except as disclosed to the Purchaser in writing, the Vendor has not received any notice and does not have any of knowledge of any lien or claim of builder’s lien having being filed against the Lands, whether arising from the Construction Contract or otherwise. (q) All municipal taxes, local improvement taxes, rates, levies and assessments of every nature and kind with respect to the Lands and Building for the current and all preceding calendar years have been paid in full (or will otherwise be adjusted for on Closing pursuant to Section 23). (r) Ungava Except as disclosed to the Purchaser, the Vendor has not received any notice and does not have a pension planany knowledge of any environmental contamination of the Lands or requirement or order to remediate environmental contamination or hazardous materials from the Lands, profit sharing planincluding, group insurance or similar plans or other deferred compensation plans or but not limited to, the presence of any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees;underground fuel storage tanks located on the Lands. (s) Ungava has good and marketable title Except as disclosed to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgagethe Purchaser, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor has not received any officersnotice and does not have any knowledge of environmental contamination or hazardous materials migrating from the Lands onto adjacent neighbouring lands or into any underground water system, directors or employees of Ungava are now indebted environmental contamination or under obligation to Ungava hazardous materials migrating from neighbouring lands or underground water system onto the Lands. The Vendor acknowledges that the Purchaser is relying on any account whatsoever; (u) all tax returns the foregoing representations and reports of Ungava required warranties in connection with the purchase by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance Purchaser of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred in the ordinary course of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx XxxxxxxxxProperty.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the Vendor represents and warrants to the Purchaser that: (a) the Vendor owns and have the right to sell the Shares as the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever; (b) the Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of this Agreement and all other documents contemplated hereby; (c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law; (d) the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof preferred shares of which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Jxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred in the ordinary course of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Axxxx Xxxxxx, President Xxxx Axxx Xxxxxxxxxx, CFO Xxxxx Dxxxx Xxxxx, Secretary-Treasurer Xxxx Gxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Dxxxx Xxxxx, Xxxxx Axxxx Xxxxxx, Xxxxx Mxxxx Xxxxx, Xxxxxx Jxxxxx Xxxxxxxxx, Xxxxx Jxxxx Xxxxxxx and Xxxx Gxxx Xxxxxxxxx.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the 5.1 The Vendor represents and warrants to the Purchaser thatfollowing: (a) the Vendor owns is not, and have will not be on the right to sell Closing Date, a non-resident of Canada within the Shares as meaning of section 116 of the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoeverIncome Tax Act (Canada); (b) the Vendor is a Canadian corporation validly subsisting under the laws of Canada and has due and sufficient right the corporate capacity and authority to own the Lands and to enter into this Agreement on the terms into, execute and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of accept this Agreement and all other documents complete the transaction contemplated hereby; (c) The Vendor has not committed any act of bankruptcy and is not an insolvent person (as such term is defined by the Bankruptcy Act) and no petition or receiving order has been filed against the Vendor, and no proceedings for a compromise with or proposal to the Vendor’s creditors or for the winding-up, liquidation or other dissolution of the Vendor acknowledges and agrees that have been instituted by or against the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or Vendor under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable provincial law; (d) To the best of the Vendor’s knowledge and belief (which shall be deemed to include only the knowledge and belief of those senior managers of the Vendor will deliver a certificate prior who are responsible for managing the Vendor’s environmental affairs): 1. save and except as identified in the environmental report prepared by Xxxxxx and Associates Limited dated September 8, 2006 (as same may be amended, supplemented and updated from to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance time up to the expiry of the execution and delivery Inspection Period) (the “Golder Report”), during the Vendor’s ownership of this Agreement the Lands, no waste or Contaminant (as defined in Section 9.2) have been released, deposited, discharged, stored, placed or disposed of at, on, within or near the Lands; 2. there are no restrictions, regulations, orders, by-laws or agreements issued by any governmental body or authority pursuant to or relating to the Vendor Environmental Protection Act (Ontario), the Ontario Water Resources Act or the Conservation Authorities Act in connection respect of the Lands, except such as are associated with and transactions contemplated herein the Vendor’s current operations on the Lands for which required permits have taken place and will take place solely in Ontario;been obtained from the relevant authorities; and 3. the Lands have never been used as a cemetery or burial ground. (e) Ungava was duly incorporated under With respect to any construction lien which has been registered prior to the laws Closing, the Vendor shall be solely responsible for the payment of same and shall pay, without delay, the principal, interest and costs of any such construction lien either to the claimant or into court pursuant to the Construction Lien Act (Ontario) and shall discharge it prior to the Closing Date. In addition, if a construction lien in respect of any work conducted at the request of the Province Vendor prior to the Closing Date is registered subsequent to the Closing Date, the Vendor shall assume and be solely responsible for the full amount, including the principal, interest and costs and indemnify the Purchaser, and must discharge any such construction lien at its own expense as aforesaid within seven (7) Business Days of Ontario its registration, subject to the Purchaser’s right to retain a sum out of the purchase price, sufficient to pay the principal, interest and costs of the construction lien. The Purchaser shall provide the Vendor with its Statutory Declaration at closing that all work performed on the Lands up to the Closing Date for which payment is in goodstanding with respect due and payable on or before the Closing Date has been paid up to all statutory filings required by the applicable corporate laws;Closing Date. (f) The Lands have not been ordinarily occupied by any officer, director or employee of the Shares have been duly and validly issued and are outstanding Vendor or by any of their spouses as fully paid andnon-assessable shares and warrants in the capital of Ungava;their family residence. (g) No other person, firm, corporation, association or entity other than the authorized capital Purchaser has any written or oral agreement, option, right of Ungava consists first refusal, understanding or commitment for the purchase from the Vendor of unlimited number of common and preferredsharesof which there any interest in the Lands or any part thereof, except such as are 90,000,000 common shares issued and outstanding listed as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share;Permitted Encumbrances on Schedule “C” hereof. (h) no person, firm No notice relating to any threatened or corporation has impending condemnation or expropriation or any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or similar proceeding in writing, for the purchase respect of the Shares or to require Ungava to purchaseLands, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any part of the unissued shares in the capital of Ungava;Lands, has been received. (i) Ungava has The Lands have not been designated as an historic site under the corporate capacity and power Ontario Heritage Act (Ontario) and, to own the assets owned by it and best of the Vendor’s knowledge, no steps have been taken to carry on so designate the business presently carried on by it and is duly qualified Lands or licensed to carry on business in all places where it presently conducts its business;any part thereof; and (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there There are no liabilitieswork orders, contingent deficiency notices, orders to comply or otherwise, of Ungava not disclosed or reflected similar orders issued by any authority that are outstanding in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course respect of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation;Lands. (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) 5.2 The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made shall deliver to the Purchaser, other than thaton closing, a statutory declaration sworn by an officer of the Vendor knows confirming the accuracy of no basis for the representations and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or warranties contained in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets section 5.1 as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever;. (u) all tax returns 5.3 The warranties contained in section 5.1 shall survive and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing merge on the date hereof in respect closing of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred in the ordinary course of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxxtransaction.

Vendor’s Representations and Warranties. In order (1) Vendor A Vendor A represents and warrants to induce the Purchaser that: (i) the Corporation is a corporation duly incorporated, organized and subsisting under the laws of Canada as a private company as that term is defined in the Securities Act (Ontario), (ii) Argos is a corporation duly incorporated, organized and subsisting under the laws of Canada, (iii) Contour USA is a corporation duly incorporated and subsisting under the laws of Delaware, (iv) each of the Corporation and each of its Subsidiaries has with the corporate power to own its assets and to carry on its business as presently carried on by it and has made all necessary filings under all applicable corporate and securities laws or any other material laws to which the Corporation is subject; (b) the authorized capital of the Corporation consists of an unlimited number of common shares of which 7,504,745 shares have been validly issued and are outstanding as fully paid and non-assessable; (c) [Intentionally Deleted]; (d) Vendor A is the beneficial and registered owner of the Shares, free and clear of all liens, charges, encumbrances and any other rights of others; (e) Vendor A has good and sufficient power, authority and right to enter into and consummate deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all liens, charges, encumbrances and any other rights of others; (f) there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon: (i) Vendor A to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provisions of this Agreement, or (ii) to the knowledge of Vendor A, the Corporation or any of its Subsidiaries to allot or issue any of the unissued shares of the Corporation or such Subsidiaries or to create any additional class of shares; (g) neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by Vendor A will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the Corporation; (ii) any agreement or other instrument to which the Corporation, or any of its Subsidiaries or Vendor A is a party or by which the Corporation or any of its Subsidiaries or Vendor A is bound; or (iii) any Applicable Law; (h) the unaudited, consolidated financial statements of the Corporation, consisting of the Balance Sheet and statements of income, retained earnings and changes in financial position for the period ended March 31, 2003 (hereinafter collectively referred to as the “Financial Statements”), a copy of which is attached hereto as Schedule 3.01(1)(h): (i) are in accordance with the books and accounts of the Corporation and its Subsidiaries as at Xxxxx 00, 0000, (xx) present fairly the financial position of the Corporation and its Subsidiaries as at Xxxxx 00, 0000, (xxx) have been prepared in accordance with generally accepted accounting principles consistently applied, and (iv) present fairly all of the assets and liabilities of the Corporation and its Subsidiaries as at March 31, 2003; (i) since March 31, 2003 the Business has been carried on in its usual and ordinary course and neither the Corporation nor any of its Subsidiaries has entered into any transaction out of the usual and ordinary course of business except as required or as expressly provided for in this Agreement and as set forth in Schedule 3.01(1)(i); (j) each of the Corporation and each of its Subsidiaries is the owner with good and marketable title, free and clear of all liens, charges, encumbrances and any other rights of others, of all assets shown or reflected on the Balance Sheet, except such of the assets of the Corporation and its Subsidiaries as have been disposed of in the usual and ordinary course of business since March 31, 2003, and of all assets acquired by the Corporation and its Subsidiaries since March 31, 2003; (k) to Vendor A’s knowledge, there are no outstanding orders, notices or similar requirements relating to the Corporation or any of its Subsidiaries issued by any Governmental Authority and there are no matters under discussion with any Governmental Authority relating to orders, notices or similar requirements; (l) no dividends have been declared or paid on or in respect of the Shares and no other distribution on any of its securities or shares has been made by the Corporation or any of its Subsidiaries since March 31, 2003 and all dividends which to the date hereof have been declared or paid by the Corporation or any of its Subsidiaries have been duly and validly declared or paid; (m) neither the Corporation nor any of its Subsidiaries has any liability, obligation or commitment for the payment of Taxes of whatever nature or kind, or interest or penalties with respect thereto, except such as are disclosed in the Financial Statements or such Taxes not yet due as have arisen since March 31, 2003 in the usual and ordinary course of business and for which adequate provision in the accounts of the Corporation and its Subsidiaries has been made, and neither the Corporation nor any of its Subsidiaries is in arrears with respect to any required withholdings or instalment payments of any Tax of any kind and has not filed any waiver for a taxation year of the Corporation or any of its Subsidiaries under the ITA or any other legislation imposing Tax on the Corporation or any of its Subsidiaries; (n) neither the Corporation nor any of its Subsidiaries is a party to any contract or commitment outside the usual and ordinary course of business or is a party to any contract or commitment involving expenditures by it in the aggregate in excess of $500,000, except such contracts or commitments as are listed in Schedule 3.01(1)(n) attached hereto; (o) neither the Corporation nor any of its Subsidiaries is in default or breach of any material contract or commitment to which it is a party and there exists no condition, event or act which, with the giving of notice or lapse of time or both, would constitute such a default or breach and all such material contracts and commitments are in good standing and in full force and effect without amendment thereto and the Corporation or the applicable Subsidiary of the Corporation is entitled to all benefits thereunder; (p) neither the Corporation nor any of its Subsidiaries is a party to any lease or agreement in the nature of a lease for real property, whether as lessor or lessee, except the leases described in Schedule 3.01(1)(p); (q) except as set forth on Schedule 3.01(1)(q), the Corporation does not have any Subsidiaries nor is the Corporation or any of its Subsidiaries bound by any agreement, option or commitment to acquire any shares or securities of any other corporation; (r) there is no agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from the Corporation or any of its Subsidiaries of any of its respective business or any of its respective assets other than in the usual and ordinary course of business; (s) neither the Corporation nor any of its Subsidiaries has any formal employment contract with any person whomsoever, except such contracts as are listed in Schedule 3.01(1)(s) attached hereto; (t) neither the Corporation nor any of its Subsidiaries is bound by or a party to any collective bargaining agreement; (u) all benefit plans of the Corporation and each of its Subsidiaries have been duly registered where required by, and are in good standing under, all applicable legislation including, without limiting the generality of the foregoing, the ITA and the Pension Benefits Act (Ontario); (v) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent: (i) holds bargaining rights with respect to any of the Corporation’s or any of its Subsidiaries’ employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (ii) has applied to be certified as the bargaining agent of any of the Corporation’s or any of its Subsidiaries’ employees, or (iii) has applied to have the Corporation or any of its Subsidiaries declared a related employer pursuant to Section 1(4) of the Labour Relations Act (Ontario); (w) except for remuneration paid to employees in the usual and ordinary course of business and made at current rates of remuneration, no payments have been made or authorized since March 31, 2003 by the Corporation or any of its Subsidiaries to officers, directors or employees of the Corporation or any of its Subsidiaries; (x) there are no actions, suits or proceedings (whether or not purportedly on behalf of the Corporation or any of its Subsidiaries) pending or, to Vendor A’s knowledge, threatened against or materially adversely affecting, or which could materially adversely affect, the Corporation or any of its Subsidiaries or any of their respective assets or before or by any Governmental Authority which might involve the possibility of any judgment or liability against the Corporation or any of its Subsidiaries, except such actions, suits or proceedings as are disclosed in Schedule 3.01(1)(x) attached hereto; (y) neither the Corporation nor any of its Subsidiaries is conducting its business in any jurisdiction other than the Provinces of Ontario, British Columbia and Quebec provided that the Corporation and its Subsidiaries provide service to customers located in Alberta, the United States and Mexico in addition to the jurisdictions listed above; (z) the Corporation and each of its Subsidiaries (i) is conducting its business in material compliance with all Applicable Laws (including Environmental Laws) of Canada and of the Provinces of Ontario, British Columbia and Quebec and all municipalities thereof in which its business is carried and is not in material breach of any such laws, rules, regulations, notices, approvals or orders, where such a breach or failure to so comply could have a material adverse effect on the Business and (ii) is duly licensed, registered or qualified, and duly possesses all material Permits, in the Province of Ontario, British Columbia and Quebec and all municipalities thereof in which the Corporation or the applicable Subsidiary of the Corporation carries on its business to enable its business to be carried on as now conducted and its assets to be owned, leased and operated, and all such Permits are valid and subsisting and in good standing and none of the same contains or is subject to any term, provision, condition or limitation which has or may have a material adverse effect on the operation of its business or which may adversely change or terminate such Permit by virtue of the completion of the transactions contemplated hereby; (aa) all trade marks, trade names and patents, both domestic and foreign, used in or required for the proper carrying on of the Corporation’s or any of its Subsidiaries’ business are validly and beneficially owned by the Corporation or one of its Subsidiaries with the sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto; (bb) to Vendor A’s knowledge, except as set forth on Schedule 3.01(bb), the conduct of the Corporation and its Subsidiaries does not infringe upon the trade marks, trade names, patents or copyrights, domestic or foreign, of any other person; (cc) Vendor A is not a non-resident person within the meaning of section 116 of the ITA; and (dd) Vendor A has entered into the agreement with TELUS Communications Inc. (the “Referenced Agreement”) referred to in paragraph 6 of Amending Agreement No. 2 dated as of April 10, 2003 (“Amendment No. 2”) between Contour Telecom Inc., Argos Telecom Inc. and TELUS Communications Inc. and no default under or breach by Vendor A of the Referenced Agreement or termination of the Referenced Agreement will cause the amendments provided for by Amendment No. 2 to cease to be effective. (2) Vendor B Vendor B represents and warrants to the Purchaser that: (a) Vendor B is the Vendor owns beneficial and have registered owner of the right to sell the Shares as the legal and beneficial ownerDebt, free and clear of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions encumbrances and encumbrances whatsoeverany other rights of others; (b) the Vendor B has due good and sufficient power, authority and right and authority to enter into this Agreement on the terms and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of deliver this Agreement and to transfer the legal and beneficial title and ownership of the Debt to the Purchaser free and clear of all liens, charges, encumbrances and any other documents contemplated herebyrights of others; (c) there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified B to sell, transfer, assign, pledge, charge, mortgage or registered under the securities laws in any other way dispose of Ontario or under encumber any federal or state laws of the United States and as such, Debt other than pursuant to the Vendor may be restricted from selling or transferring such Purchase Shares under applicable lawprovisions of this Agreement; (d) neither the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of entering into nor the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated hereby by this Agreement other thanVendor B will result in the violation of: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out any of the Material Contracts and provisions of the litigation referred toconstating documents or by-laws of Vendor B, (ii) any agreement or other instrument to which Vendor B is a party or by which Vendor B is bound, or (iii) any Applicable Law; and (iie) liabilities incurred in Vendor B is not a non-resident person within the ordinary course meaning of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge section 116 of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx XxxxxxxxxITA.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the The Vendor represents and warrants to the Purchaser that:that as of the date hereof and as of the Closing Date (except as otherwise indicated): (a) a. the Vendor owns is and have shall be a corporation duly incorporated and validly existing under the right laws of British Columbia and duly qualified to sell carry on business in British Columbia and has the Shares as the legal corporate power and beneficial ownercapacity to own its interest in its assets, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever; (b) the Vendor has due and sufficient right and authority to enter into and to carry out the transactions contemplated in this Agreement on Agreement; b. the terms Vendor is and conditions herein set forth shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary action filings required by the Business Corporations Act (British Columbia) and has never been taken struck from the register of companies maintained by or on the part Office of the Vendor to authorize the execution, delivery and performance Registrar of this Agreement and all other documents contemplated herebyCompanies for British Columbia; (c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law; (d) the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of c. the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been any material adverse change in the financial position or condition of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance completion of the transactions contemplated in this Agreement will conflict with or result in a violation have been by the Closing Date duly authorized by all necessary corporate action on the part of the incorporating documents Vendor; d. the Vendor is not a non‐resident of Ungava, any resolutions of its directors or shareholders or of any agreement to which any Canada within the meaning of the Income Tax Act (Canada); e. the Vendor has no indebtedness or Ungava is a party or any law, rule or regulation, judgment or order obligation to which any of them are subject and will not give any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances; f. no person has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right to terminate or cancel set out in any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement Permitted Encumbrances and other than: (i) liabilities disclosed or referred to than as provided in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred g. following satisfaction of the mutual condition set out in Section 8.3, as of the ordinary course of business, none of which are materiallyadverse Closing Date the Vendor will have a good and marketable title to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books Property free and records of Ungava and the minute book of Ungava contains records clear of all material contracts security interests, liens, claims, mortgages, charges, encumbrances and meetings and proceedings of shareholders and directors thereof; (y) legal notations other than the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx XxxxxxxxxPermitted Encumbrances.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the Each Vendor represents and warrants to the Purchaser that: (a) Dynamic Precious Metals Fund is an open-ended trust established under the Vendor owns and have laws of the right to sell the Shares as the legal and beneficial owner, free Province of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoeverOntario; (b) Dynamic Strategic Gold Class is a corporation existing under the laws of the Province of Ontario; (c) The Vendors are the legal and beneficial owners of the Subject Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (d) Each Vendor has due good and sufficient power, authority and right and authority to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Subject Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Subject Shares, free and clear of all Encumbrances. (e) Each Vendor is authorized to sell and transfer to the Purchaser the full legal and beneficial ownership of the Subject Shares on the terms and conditions herein set forth and all necessary action has been taken by or on of this Agreement without the part consent of the Vendor to authorize the any third party. (f) The execution, delivery and performance of this Agreement and has been duly authorized by all other documents contemplated hereby;necessary corporate action on the part of each Vendor. (cg) This Agreement constitutes a valid and legally binding obligation of each Vendor, enforceable against each Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (h) There is no contract, option or any other right of another party binding upon or which at any time in the future may become binding upon either Vendor acknowledges and agrees that to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Purchase Subject Shares and Warrants have not been and will not be qualified other than pursuant to the provisions of this Agreement. (i) There is no outstanding voting trust, proxy or registered other similar agreement with respect to the voting of the Subject Shares, other than the proxy granted to the Purchaser as contemplated under the securities laws terms of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law;this Agreement. (dj) To each Vendor’s knowledge, neither entering into nor the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by nor the Vendor in connection with and completion of the transactions contemplated herein have taken place and hereby by such Vendor will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants result in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it and is duly qualified or licensed to carry on business in all places where it presently conducts its business; (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, will be true and correct in every material respect and present fairly the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; (k) since the date of Ungava's Financial Statementsviolation of: (i) there has not been any material adverse change in of the financial position provisions of the organizational documents or condition by-laws of Ungava or any damage, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business,such Vendor; (ii) Ungava has not waived any contract (written or surrendered any right of material value,oral) or other instrument to which such Vendor is a party or by which such Vendor is bound; or (iii) Ungava any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), in respect of which such Vendor must comply. (k) The Vendors have not disclosed to the Purchaser any confidential or material, non-public information concerning the Common Shares or the Corporation. (m) Each Vendor is knowledgeable of, or has been independently advised as to, the applicable securities laws of the jurisdiction which would apply to this subscription, if any. (n) Each Vendor understands that such Vendor may not discharged be able to resell the Consideration Shares except in accordance with limited exemptions available under applicable securities legislation and regulatory policy, and that such Vendor is solely responsible for such Vendor’s compliance with resale restrictions under applicable securities laws. (o) Neither Vendor has received or satisfied been provided with any offering memorandum, or paid any lien or encumbrance or obligation or liability other document (other than current liabilities annual financial statements, interim financial statements or any other document (excluding offering memoranda, prospectuses or other offering documents) the content of which is prescribed by statute or regulation and which has been publicly filed on SEDAR) describing the business and affairs of the Purchaser, which has been prepared for delivery to and reviewed by prospective purchasers in order to assist them in making an investment decision in respect of the ordinary course Consideration Shares. (p) Each Vendor has relied solely upon publicly available information relating to the Purchaser and not upon any oral or written representation as to fact or otherwise made by or on behalf of business,the Purchaser. (q) No person has made any written or oral representations to either Vendor that any person will resell or repurchase any of the Consideration Shares, that any person will refund the purchase price of any of the Consideration Shares or as to the future price or value of the Consideration Shares. (u) The Vendors will not resell any of the Consideration Shares except in accordance with the provisions of applicable securities legislation, securities regulatory policy, and stock exchange rules. (v) Each Vendor is purchasing the Consideration Shares as principal for its own account and not for the benefit of any other person, it is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, and is not a person that is created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (unless each of the shareholders of such person is an “accredited investor” under such instrument). (w) The Vendors acknowledge that the Consideration Shares that the certificates representing the Consideration Shares (or any certificates issued in exchange or in substitution thereof), will bear the following legends with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED].” and “WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED].” provided that subsequent to the date which is four months and one day after the Settlement the certificates representing the Consideration Shares may be exchanged for certificates bearing no such legends. (x) The Vendors acknowledge and consent to the Purchaser collecting personal information relating to the Vendors for the purpose of completing this Agreement. The Vendors acknowledge and consent to the Purchaser retaining such personal information for as long as permitted or required by law or business practices. The Vendors further acknowledge and consent to the fact that the Purchaser may be required by Canadian securities laws, the rules and policies of the Toronto Stock Exchange or of any applicable stock exchange to provide regulatory authorities with any personal information provided by the Vendors in this Agreement. Specifically, such consent shall extend to the collection, use and disclosure of personal information by the Toronto Stock Exchange for the following purposes, or as otherwise described or identified by the Toronto Stock Exchange from time to time: (i) to conduct background checks; (ii) to verify the personal information that has been provided about each individual; (iii) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Purchaser or the applicant; (iv) to consider the business eligibility of Ungava the Purchaser or the applicant to list on the Toronto Stock Exchange; (v) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Purchaser, or its associates or affiliates; (vi) to conduct enforcement proceedings; and (vii) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Toronto Stock Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. (y) The Vendors have been advised that the Toronto Stock Exchange also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information the Toronto Stock Exchange collects may also be disclosed to such agencies and organizations, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above and may also be disclosed on the website of the Toronto Stock Exchange or through printed materials published by or pursuant to the directions of the Toronto Stock Exchange. The Toronto Stock Exchange may from time to time use third parties to process information and/or provide other administrative services and in this regard, may share the information with such third party service providers. Each Vendor represents and warrants that such Vendor has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom such Vendor is contracting hereunder. (z) The Vendors acknowledge that they have been carried on in notified: (i) of the ordinary coursedelivery to the OSC of information with respect to each Vendor’s full name, residential address (or head office) and telephone number, the number and type of securities received, the total value of such securities, the prospectus exemption relied upon by the Purchaser and the date of distribution (collectively the “Vendor Information”); (ii) that the Vendor Information is being collected indirectly by the OSC under the authority granted to it by the securities laws of Ontario; (iii) that the Vendor Information is being collected for the purposes of the administration and enforcement of the Securities Laws of Ontario; (iv) that the Administrative Assistant to the Director of Corporate Finance of the OSC can be contacted at Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at (000) 000-0000 regarding any questions about the OSC’s indirect collection of the Vendor Information; and (v) the constating documents of Ungava have not been amended; (l) Vendors authorize the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course indirect collection of the business of Ungava since Vendor Information by the date of Ungava's Financial Statement OSC. The representations and Ungava has not guaranteed, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf warranties of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated set forth in this Agreement Section 7 will conflict with or result in a violation of survive the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) liabilities disclosed or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred in the ordinary course of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx XxxxxxxxxSettlement.

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the The Vendor represents and warrants with and to the Purchaser thatthe matters set out below and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the completion of the transactions contemplated in this Agreement. No investigation made by or on behalf of the Purchaser at any time will have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made by the Vendor in this Agreement: (a) the Vendor owns and have the right to sell the Shares as the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever; (b) the The Vendor has due been incorporated and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of this Agreement and all other documents contemplated hereby; (c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law; (d) the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated organized under the laws of the Province of Ontario Saskatchewan and is a valid and subsisting non-profit corporation. (b) The Vendor has all requisite power and authority and all necessary licences, permits and authorizations to carry on the Business as it has been and is now being conducted and to own and operate the Purchased Assets used in goodstanding with respect connection therewith. (c) The Vendor has the full power and authority and all necessary corporate actions have been taken and all necessary approvals have been obtained to all statutory filings allow the Vendor to enter into, deliver and perform this Agreement and to complete the transactions contemplated hereby. At the Closing Time, each of the documents required by this Agreement to be delivered by the applicable corporate laws;Vendor will be duly executed and delivered by the Vendor and will be valid and binding obligations of the Vendor enforceable in accordance with their respective terms.‌ (fd) No person other than the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation Purchaser has any right, written or oral agreement or option or a any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, an agreement or option for the purchase, subscription purchase or issuance of any acquisition of the unissued shares Purchased Assets, in whole or in part. Without limiting the generality of the foregoing, the Vendor has not assigned any interest in the capital Purchased Assets other than to the Purchaser pursuant to the provisions herein. (e) The Purchased Assets include all of Ungava;the assets required by the Purchaser in connection with the supply of public utility services to consumers in accordance with the Licences. (f) The Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada). (g) This Agreement is not in conflict with any other agreement or transaction to which the Vendor is a party or is bound, and the Vendor shall obtain all required consents and approvals from third parties that are necessary to enable it to conclude the transactions contemplated herein prior to the Closing Time. (i) Ungava The Vendor has good and valid title to all tangible personal property and all Real Property included in the corporate capacity Purchased Assets, free and power to own the assets owned by it clear of any lien, charge, security interest or other similar encumbrance except for liens for taxes and to carry on the business presently carried on by it and is duly qualified other statutory encumbrances which are not due or licensed to carry on business in all places where it presently conducts its business;delinquent.‌ (j) The audited financial statements of Ungava for the period ended May 31, 2007, "Ungava’s Financial Statements") which will he delivered at Closing, Purchaser will be true entitled to quiet enjoyment of the Purchased Assets after the Closing Time subject to the Purchaser being bound by the Assumed Liabilities and correct in every material respect Obligations. The Vendor will indemnify and present fairly save harmless the financial position of Ungava as at the date of such statements and the results of its operations for the period then ended in accordance with generally accepted accounting principles Purchaser on a basis consistently applied; (k) since the date of Ungava's Financial Statements: (i) there has not been full indemnity basis, from and against any material adverse change in the financial position or condition of Ungava or any damageand all losses sustained, loss or other change in circumstances materially affecting the business or property of Ungava or its right or capacity to carry on business, (ii) Ungava has not waived or surrendered any right of material value, (iii) Ungava has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, (iv) the business of Ungava has been carried on in the ordinary course, and (v) the constating documents of Ungava have not been amended; (l) the only contracts, agreements or understandings to which Ungava is legally bound and which are material to the business or financial position to Ungava are those contracts, agreements or understandings referred to in the Ungava financial statements or described in Schedule "A" to this Agreement (the "Material Contracts'); (m) there are no liabilities, contingent or otherwise, of Ungava not disclosed or reflected in Ungava's audited Financial Statements except liability arising under the Material Contracts, and those incurred in the ordinary course of the business of Ungava since the date of Ungava's Financial Statement and Ungava has not guaranteedpaid, or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation; (n) Ungava is indebted to incurred by the Vendor in the amount of Cd $ 1,500,000 on a demand note basis; (o) no dividends or other distribution of any kind on any shares in the capital of Ungava and no distribution of assets in any form or manner have been made, declared or authorized since its incorporation nor will any be declared, paid or authorized after the date hereof and up to the Closing; (p) no payments of any kind have been made or authorized by or on behalf of Ungava to or on behalf of the Vendors or to or on behalf of officers, directors, shareholders or employees of Ungava or under any management agreements with Ungava, other than in the ordinary course of business; (q) The Vendor and Ungava through its subsidiary Ungava Minerals Exploration Inc., is currently involved in litigation regarding its mineral property with Xxxxx Xxxxxxx, and the University of Toronto in Ontario and in Quebec is involved in actions regarding the Option Agreement of January 12, 2001 with Canadian Royalties Inc., and various trespasses and other torts regarding which full disclosure had not been made to the Purchaser, other than that, the Vendor knows of no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or threatened against or affecting Ungava at law or in equity or before or by any federal, provincial, state, municipal or other governmental department. commission, board, bureau or agency; (r) Ungava does not have a pension plan, profit sharing plan, group insurance or similar plans or other deferred compensation plans or any hospitalization plan, disability plan or other employee benefit plan, program or policy with respect to any of its employees; (s) Ungava has good and marketable title to all its properties and assets as reflected in Ungava's Financial Statements and such properties and assets are not subject to any mortgage, pledge, deed of trust, lien, conditional sale agreement, option, encumbrance or charge; (t) at the Closing Date, neither the Vendor nor any officers, directors or employees of Ungava are now indebted or under obligation to Ungava on any account whatsoever; (u) all tax returns and reports of Ungava required by law to be filed prior to the date hereof have been or will be filed prior to the Time of Closing and are or will be substantially true, complete and correct and all taxes and government charges have been paid or accrued; (v) neither this Agreement nor the performance of the transactions contemplated in this Agreement will conflict with or result in a violation of the incorporating documents of Ungava, any resolutions of its directors or shareholders or of any agreement to which Purchaser arising from any of the Vendor or Ungava is a party or any law, rule or regulation, judgment or order to which any of them are subject representations and will not give any person any right to terminate or cancel any agreement or any right enjoyed by Ungava or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Shares or the assets of Ungava: (w) there are no liabilities of Ungava of any kind whatsoever, contingent or otherwise, existing on the date hereof in respect of which Ungava or the Purchaser may be liable on or after the completion warranties of the transactions contemplated by this Agreement other than: (i) liabilities disclosed Vendor being inaccurate or referred to in this Agreement, or Ungava’s Financial Statements,or arising out of the Material Contracts and the litigation referred to; and (ii) liabilities incurred in the ordinary course of business, none of which are materiallyadverse to the business, operations, affairs or financial condition of Ungava; (x) all material transactions of Ungava have been properly recorded in the books and records of Ungava and the minute book of Ungava contains records of all material contracts and meetings and proceedings of shareholders and directors thereof; (y) the Shares are not subject to or affected by any actual or, to the knowledge of the Vendor, pending or threatened cease trading, compliance or denial of use of exemptions order of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal; and (z) the Officers of Ungava are: Xxxxx Xxxxxx, President Xxxx Xxxxxxxxxx, CFO Xxxxx Xxxxx, Secretary-Treasurer Xxxx Xxxxxxxxx, Vice President the Directors of Ungava are: Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxxuntrue.