UNDERWRITING AGREEMENT
Attention: | Xx. Xxxxx Xxxxxxxxx, President, Chief Executive Officer and Director |
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(a) | on March 21, 2007 with the United States Securities and Exchange Commission (the “SEC”), in accordance with the provisions of the United States Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “U.S. Securities Act”), of a registration statement (including documents incorporated by reference therein, as it has been and may be further amended from time to time, the “Registration Statement”) on Form F-10 covering the sale of, inter alia, the Offered Units under the U.S. Securities Act which includes the Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (the “U.S. Preliminary Prospectus”)), along with the filing with the SEC of an appointment for agent for service of process upon the Corporation on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”); | ||
(b) | on April 9, 2007 with the Reviewing Authority of a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”), under NI 44-102 (as hereinafter defined) relating to the Warrant Shares and the issuance on April 10, 2007 by the Reviewing Authority of a receipt for the Preliminary Warrant Prospectus; and | ||
(c) | on April 9, 2007 with the SEC, in accordance with the provisions of the U.S. Securities Act, of a shelf registration statement (including documents incorporated by reference therein, as it has been and may be further amended from time to time, the “Warrant Registration Statement”) on Form F-10 providing for the registration of the Warrant Shares under the U.S. Securities Act, which includes the Preliminary Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing with the SEC of an appointment of an agent for service of process upon the Corporation on Form F-X in conjunction with the filing of such registration statement (the “Warrant Form F-X”). |
1. | DEFINITIONS | |
1.1 | In this Agreement, including any schedules forming a part of this Agreement: |
(a) | “1934 Act” means the United States Exchange Act of 1934 as amended; | ||
(b) | “Acts” means the Securities Acts or equivalent securities regulatory legislation of the Qualifying Jurisdictions and “Act” means the Securities Act or equivalent securities regulatory legislation of a specified Qualifying Jurisdiction; | ||
(c) | “Additional Materials” has the meaning given to that term in Subsection 10.1(b); | ||
(d) | “Additional Units” means the up to 7,500,000 previously unissued units in the capital of the Corporation issuable if the Over-Allotment Option is exercised and for greater certainty, has the same attributes as the Units; | ||
(e) | “AMEX” means the American Stock Exchange; | ||
(f) | “Applicable Securities Laws” means, in respect of the Offering, collectively the Acts and Regulations having application and the rules, policies, notices and orders issued by the applicable Regulatory Authorities having application; | ||
(g) | “Applicable Time” has the meaning given to that term in Subsection 4.1(fff); |
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(h) | “Beneficiaries” has the meaning given to that term in Section 10.3; | ||
(i) | “BMO” means BMO Xxxxxxx Xxxxx Inc.; | ||
(j) | “Burnstone Project” means that project in the Witwatersrand Basin in South Africa, including all licences, permits and assets (real, chattel and chattel-real) associated therewith; | ||
(k) | “Canadian Prospectus” means collectively the Preliminary Prospectus, the Final Prospectus, Preliminary Warrant Prospectus, the Final Warrant Prospectus and the Canadian Warrant Prospectus; | ||
(l) | “Canadian Warrant Prospectus” has the meaning given to that term in Subsection 2.2(b); | ||
(m) | “Claim” has the meaning given to that term in Section 10.1; | ||
(n) | “Closing Materials” has the meaning given to that term in Subparagraph 5.1(o)(x); | ||
(o) | “Closing” and “Closing Date” have the meanings given to those terms in Section 9.2; | ||
(p) | “Comfort Letter” has the meaning given to that term in Subparagraph 5.1(o)(i); | ||
(q) | “Commissions” means the securities regulatory bodies (other than stock exchanges) of the Qualifying Jurisdictions and “Commission” means the securities regulatory body of a specified Qualifying Jurisdiction; | ||
(r) | “Common Shares” means the class of shares of the Corporation designated as Common Shares without par value; | ||
(s) | “Continuous Disclosure Materials” has the meaning given to that term in Subsection 4.1(f); | ||
(t) | “Control Person” has the meaning given to that term in Section 10.1; | ||
(u) | “Corporation’s Financial Statements” has the meaning given to that term in Subsection 4.1(aa); | ||
(v) | “Corporation” means Great Basin Gold Ltd.; | ||
(w) | “Disclosure Package” has the meaning given to that term in Subsection 4.1(fff); | ||
(x) | “distribution” (or “distribute” as derived therefrom) has the meaning given to that term in the Securities Act (British Columbia); | ||
(y) | “Effective Time” has the meaning given to that term in Subsection 4.1(eee); | ||
(z) | “environmental laws” has the meaning given to that term in Subsection 4.1(rr); | ||
(aa) | “Exchanges” means collectively the TSX, AMEX and JSE; | ||
(bb) | “Final Prospectus” means the final short form prospectus of the Corporation to be dated April 12, 2007 and filed with the Commissions (in both the English and French languages unless the context indicates otherwise) for the purpose of qualifying the distribution of the Units, the Over-Allotment Option and the Additional Units, including all documents incorporated therein by reference and any Supplemental Material; |
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(cc) | “Final Warrant Prospectus” has the meaning given to that term in Subsection 2.2(b); | ||
(dd) | “Form F-X” has the meaning given to that term on page 2 of this Agreement; | ||
(ee) | “Free Writing Prospectus” has the meaning given to that term in Subsection 4.1(fff); | ||
(ff) | “French Language Auditors’ Opinion” has the meaning given to that term in Subparagraph 5.1(o)(iii); | ||
(gg) | “French Language Prospectus Opinion” has the meaning given to that term in Subparagraph 5.1(o)(ii); | ||
(hh) | “Hecla Acquisition” means the completion of the Closing, as defined in the Hecla Stock Purchase Agreement; | ||
(ii) | “Hecla Stock Purchase Agreement” means that agreement entitled ‘Stock Purchase Agreement,’ dated 20 February 2007, among the Corporation, Rodeo Creek Gold Inc. and Hecla Limited; | ||
(jj) | “Hollister Project” means that project in the Xxxxxx Trend of Nevada, USA formerly known as the ‘Ivanhoe Project,’ including all licences, permits and assets (real, chattel and chattel-real) associated therewith; | ||
(kk) | “Indemnified Parties” has the meaning given to that term in Section 10.1; | ||
(ll) | “Ineligible Issuer” has the meaning given to that term in Subsection 4.1(jjj); | ||
(mm) | “Issuer Free Writing Prospectus” has the meaning given to that term in Subsection 4.1(fff); | ||
(nn) | “JSE” means the JSE Securities Exchange South Africa; | ||
(oo) | “Lead Underwriter” means BMO Xxxxxxx Xxxxx Inc.; | ||
(pp) | “Legal Opinions” has the meaning given to that term in Subparagraph 5.1(o)(v); | ||
(qq) | “material change” has the meaning given to that term in the Securities Act (British Columbia); | ||
(rr) | “Material Contracts” has the meaning given to that term in Subsection 4.1(ll); | ||
(ss) | “material fact” has the meaning given to that term in the Securities Act (British Columbia); | ||
(tt) | “misrepresentation” has the meaning given to that term in the Securities Act (British Columbia); | ||
(uu) | “MRRS” means the Mutual Reliance Review System of the Commissions; | ||
(vv) | “Named Executive Officers” means each Chief Executive Officer, each Chief Financial Officer and each of the three most highly compensated executive officers, other than each Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been |
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provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end; | |||
(ww) | “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Properties; | ||
(xx) | “NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions; | ||
(yy) | “NI 44-102” means National Instrument 44-102 – Shelf Distributions; | ||
(zz) | “Offered Units” means the Units and the Additional Units; | ||
(aaa) | “Offering Price” means $2.60 per Unit or Additional Unit, as the case may be; | ||
(bbb) | “Offering” means the offering and sale of the Units and any Additional Units pursuant to the terms and conditions of this Agreement; | ||
(ccc) | “Officers’ Certificate” has the meaning given to that term in Subparagraph 5.1(o)(ix); | ||
(ddd) | “Over-Allotment Closing Date” has the meaning given to that term in Section 3.1; | ||
(eee) | “Over-Allotment Closing” has the meaning given to that term in Section 3.3; | ||
(fff) | “Over-Allotment Option” has the meaning given to that term on page 1 of this Agreement; | ||
(ggg) | “Permitted Free Writing Prospectus” has the meaning given to that term in Subsection 5.1(f); | ||
(hhh) | “Preliminary Prospectus” means the preliminary short form prospectus of the Corporation dated March 21, 2007 and filed with the Commissions (in both the English and French languages unless the context indicates otherwise) for the purpose of allowing the Underwriters to solicit expressions of interest for the Offering, including all documents incorporated therein by reference and any Supplemental Material; | ||
(iii) | “Preliminary Warrant Prospectus” has the meaning given to that term on page 2 of this Agreement; | ||
(jjj) | “Principals” has the meaning given to that term in Subparagraph 4.1(bb)(i); | ||
(kkk) | “Prospectus” means the Preliminary Prospectus and the Final Prospectus; | ||
(lll) | “Qualifying Jurisdictions” means each province and territory of Canada, being those Canadian jurisdictions in which the Offered Units will be offered or sold pursuant to the Offering, and “Qualifying Jurisdiction” means any one of them; | ||
(mmm) | “Registration Statement” has the meaning given to that term on page 2 of this Agreement; | ||
(nnn) | “Regulations” means the securities rules or regulations proclaimed under the Acts and “Regulation” means the securities rules or regulations proclaimed under a specified Act; | ||
(ooo) | “Regulatory Authorities” means collectively the Commissions and the Exchanges; | ||
(ppp) | “Reviewing Authority” means the British Columbia Securities Commission; |
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(qqq) | “SEC” means the United States Securities and Exchange Commission; | ||
(rrr) | “Standard Listing Conditions” has the meaning given to that term in Subsection 5.1(r); | ||
(sss) | “Subsidiaries” means the Subsidiaries of the Corporation identified as such in Schedule “C”; | ||
(ttt) | “Supplementary Material” has the meaning given to that term in Subsection 2.3(b); | ||
(uuu) | “Time of Closing” means 5:00 a.m. (Vancouver time) or such other time as may be agreed to by the Corporation and the Underwriters on the Closing Date or the Over-Allotment Closing Date, as the case may be; | ||
(vvv) | “trade” has the meaning given to that term in the Securities Act (British Columbia); | ||
(www) | “TSX” means the Toronto Stock Exchange; | ||
(xxx) | “U.S. Final Prospectus” has the meaning given to that term in Subsection 2.2(a); | ||
(yyy) | “U.S. Preliminary Prospectus” has the meaning given to that term on page 2 of this Agreement; | ||
(zzz) | “U.S. Prospectus” means has the meaning given to that term in Subsection 4.1(ddd); | ||
(aaaa) | “U.S. Securities Act” means the United States Securities Act of 1933, as amended; | ||
(bbbb) | “U.S. Warrant Base Prospectus” has the meaning given to that term in Subsection 2.2(c); | ||
(cccc) | “U.S. Warrant Prospectus” has the meaning given to that term in Subsection 2.2(c); | ||
(dddd) | “Underwriter” and “Underwriters” have the meaning given to those terms on page 1 of this Agreement; | ||
(eeee) | “Underwriters’ Expenses” has the meaning given to that term in Section 6.2; | ||
(ffff) | “Underwriters’ Fee” has the meaning given to that term in on page 1 of this Agreement; | ||
(gggg) | “Unit Shares” means the Common Shares that comprise part of the Offered Unit; | ||
(hhhh) | “Unitholders” has the meaning given to that term in Subparagraph 4.1(bb)(i); | ||
(iiii) | “Units” has the meaning given to that term, and the attributes set out on page 1 of this Agreement, but for greater certainty excludes any Additional Units; | ||
(jjjj) | “Warrant Agent” and “Warrant Indenture” have the meanings given to those terms on page 1 of this Agreement; | ||
(kkkk) | “Warrant Form FX” has the meaning given to that term on page 2 of this Agreement; | ||
(llll) | “Warrant Registration Statement” has the meaning given to that term on page 2 of this Agreement; | ||
(mmmm) | “Warrant Shares” means the Common Shares issuable upon exercise of the Warrants; and |
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(nnnn) | “Warrants” has the meaning given to that term on page 1 of this Agreement and for greater certainty includes the Warrants that comprise part of the Additional Units. |
1.2 | All references to dollar figures in this Agreement are to Canadian dollars. | |
2. | NATURE OF THE TRANSACTION | |
2.1 | Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units (excluding the Additional Units) of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Time of Closing on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Units in whole or in part and at any time up to 30 days after the Closing Date, the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number of Additional Units requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date. | |
2.2 | This offer is conditional upon, among other things, the Corporation obtaining an MRRS decision document for the Final Prospectus from the Commissions pursuant to NI 44-101 qualifying the distribution by the Corporation of the Units, the Over-Allotment Option and any Additional Units to purchasers resident in each Qualifying Jurisdiction dated effective April 12, 2007, or such later date as the Lead Underwriter may agree, acting reasonably. The obligation of the Underwriter to purchase any Offered Units shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: |
(a) | The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on April 12, 2007, but in any event not later than one Business Day thereafter or such other date as the Lead Underwriter may agree acting reasonably; | ||
(b) | The Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the procedures set out in NI 44-102 relating to the Warrant Shares (the “Final Warrant Prospectus”) and shall obtain a receipt from the Reviewing Authority in respect thereof no later than on the Business Day prior to the Closing Date. Reference to “Canadian Warrant Prospectus” herein shall mean the Final Warrant Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated by reference therein and prospectus supplement thereto. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be required to execute a certificate page in respect of the Preliminary Warrant Prospectus or the Final Warrant Prospectus; and | ||
(c) | The Corporation shall file with the SEC as soon as possible an amendment to the registration statement on Form F-10, in form and substance satisfactory to the Underwriters, acting reasonably, providing for the registration of the Warrant Shares, including the Final Warrant Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), and the Corporation will cause such registration statement to become effective pursuant to Rule 467 of the U.S. Securities Act no later than on the Business Day prior to the Closing Date. Such registration statement, including any exhibits and all documents incorporated therein by reference, as of |
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the time it becomes effective, and in the event of any post-effective amendments, as of the date of the effectiveness of such amendment, is referred to herein as the “Warrant Registration Statement”. The Corporation shall file with the SEC as soon as possible after the effectiveness of the Warrant Registration Statement, and in any event no later than the Business Day prior to the Closing Date, pursuant to General Instruction II.L of Form F-10, a prospectus supplement to the Warrant Registration Statement relating to the Warrant Shares. Such filing shall, in accordance with General Instruction II.L of Form F-10 be filed with the SEC within one Business Day after such supplement is filed with the Reviewing Authority. The prospectus included in the Warrant Registration Statement shall be referred to herein as the “U.S. Warrant Base Prospectus”, and the U.S. Warrant Base Prospectus together with the prospectus supplement, including all documents incorporated by reference, relating to the offering of the Warrant Shares filed with the Commission pursuant to General Instruction II.L of Form F-10 following the execution of this Agreement by the parties hereto is referred to herein as the “U.S. Warrant Prospectus”; provided that, prior to the filing of such supplement, the term “U.S. Warrant Prospectus” shall mean the U.S. Warrant Base Prospectus, including all documents incorporated by reference, together with any prospectus supplement relating to the offering of the Warrant Shares. The Corporation shall use its commercially reasonable efforts to maintain the effectiveness of the Warrant Registration Statement or another shelf registration statement providing for the registration of the offering of the Warrant Shares until the earlier of the expiration date of the Warrants and the date upon which all such Warrants have been exercised. |
2.3 | The Corporation agrees to pay to the Underwriters the Underwriters’ Fee which fee is equal to 6% of the gross proceeds of the Offering. The Underwriters’ Fee is payable at the Time of Closing on the Closing Date in respect of the Units, and on the Over-Allotment Closing Date in respect of the Additional Units, in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include: |
(a) | acting as Underwriters of the Corporation to purchase the Offered Units in accordance with the terms and conditions herein; | ||
(b) | assisting in the preparation of the Preliminary Prospectus and the Final Prospectus and the Registration Statement together with any documents supplemental thereto or any amending or supplementary prospectus or other supplemental documents or any similar document (collectively, the “Supplementary Material”) required to be filed under the legislation of the Qualifying Jurisdictions and performing administrative work in connection with these matters; | ||
(c) | advising the Corporation with respect to the Offering; | ||
(d) | distributing the Offered Units to the public both directly and through other registered dealers and brokers; and | ||
(e) | all other services arising out of the agreement resulting from the Corporation’s acceptance of this offer. |
In the event the Canada Revenue Agency determines that the GST is exigible on the Underwriters’ Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Underwriters. | ||
2.4 | The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and |
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shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. | ||
2.5 | The Unit Shares, Warrants and the Warrant Shares shall be duly and validly created and authorized for issuance by the Corporation and, when issued and sold by the Corporation, such Unit Shares, Warrants and Warrant Shares shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Preliminary Prospectus and the Final Prospectus, subject to such modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters. | |
2.6 | The Corporation shall qualify the distribution of the Units, the Over-Allotment Option and the Additional Units by the Prospectus under Applicable Securities Laws in the Qualifying Jurisdictions and by the Registration Statement under the U.S. Securities Act in the U.S. Units and/or Additional Units may also be distributed in such other jurisdictions as the Corporation and the Underwriters may agree, provided the distribution of Units and/or Additional Units in such other jurisdictions is completed in accordance with the applicable laws of such other jurisdictions. Subject to compliance with applicable laws, the Corporation and the Underwriters have agreed that Units and Additional Units may be distributed in South Africa and in the United Arab Emirates (excluding the Dubai International Financial Centre Zone) in such amount as agreed to by the Lead Underwriter and the Corporation, which amount shall not exceed an aggregate purchase price of $15,000,000. | |
2.7 | The Corporation shall obtain the listing of the Unit Shares, Warrants and the Warrant Shares on the TSX by the Closing, and the listing of the Unit Shares and Warrant Shares on the AMEX by the Closing subject to Standard Listing Conditions (as hereinafter defined). The Corporation shall also obtain the listing of that number of Unit Shares, Warrants and Warrant Shares that the Corporation and the Lead Underwriter have agreed to in writing not less than two business days before the Closing Date, in accordance with the terms herein, subject to Standard Listing Conditions. | |
3. | UNDERWRITERS’ OPTION | |
3.1 | The Corporation hereby grants to the Underwriters the Over-Allotment Option to purchase severally and not jointly and to offer for sale to the public pursuant hereto the Additional Units upon the terms and conditions set forth herein. The Over-Allotment Option shall be non-assignable and shall be exercisable, in whole or in part, at any time up to 30 days after the Closing Date by the Lead Underwriter giving written notice to the Corporation by such time, specifying the number of Additional Units to be purchased and the closing date for the over-allotment (the “Over-Allotment Closing Date”), which date shall not be less than one business day after the notice. The Additional Units will be qualified under the Prospectus. | |
3.2 | The Over-Allotment Closing Date on which the Additional Units will be delivered by the Corporation to and paid for by the Underwriters shall not be later than 30 days after the Closing Date. | |
3.3 | Following receipt of notice delivered in accordance with Section 3.1, the Corporation shall proceed to hold a separate closing (the “Over-Allotment Closing”) (unless the Over-Allotment Closing Date is the same date as the Closing Date) on the same terms and conditions relating to the Closing (except as agreed upon by the Corporation and the Underwriters) and, subject to such terms and conditions, issue and deliver to the Underwriters in such locations that the Lead Underwriter advises the Corporation in the notice at the Time of Closing on the Over-Allotment Closing Date, at the Offering Price, the certificates (in physical or electronic form as the Lead Underwriter may advise in the notice) representing that number of Additional Units specified in such notice, along with payment of the Underwriters’ Fee payable with respect to such Additional Units and any Underwriters’ Expenses. |
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4. | REPRESENTATIONS AND WARRANTIES | |
4.1 | The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that: |
(a) | the Corporation and each of the Subsidiaries is a duly incorporated, amalgamated or continued company and validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation and no proceedings have been instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; | ||
(b) | the Corporation is a reporting issuer or the equivalent in British Columbia, Alberta, Ontario and Quebec and upon issuance of the MRRS decision document for the Final Prospectus will be a reporting issuer or the equivalent in each other province and territory of Canada, and the Corporation is not in default of any of the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions or the securities laws of the United States; | ||
(c) | the Common Shares are listed for trading on the Exchanges, and the Corporation is not in default of any of the listing requirements of the Exchanges applicable to the Corporation including, for avoidance of doubt, any requirement that shareholder approval be obtained for the Offering or the issuance of the Units, the Unit Shares, the Warrants or the Warrant Shares; | ||
(d) | the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, of which 113,721,713 Common Shares were issued and outstanding as of April 12, 2007 as fully paid and non-assessable shares in the capital of the Corporation and no preferred shares were issued and outstanding; | ||
(e) | other than as disclosed in the Final Prospectus or as set out in Schedule “A”, no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of any of the unissued shares of the Corporation or any of the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Corporation or any of the Subsidiaries; | ||
(f) | all documents previously published or filed by the Corporation with the Regulatory Authorities (the “Continuous Disclosure Materials”) contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Applicable Securities Laws; | ||
(g) | all of the material transactions of the Corporation and each of the Subsidiaries have been promptly and properly recorded or filed in or with their respective books or records and their respective minute books contain, in all material respects all of their material transactions, all records of the meetings and proceedings of their directors, shareholders and other committees, if any, since their respective incorporations; | ||
(h) | the Corporation and each Subsidiary has the corporate power and capacity to own its assets currently owned by it and to carry on its business currently carried on by it as disclosed in the Prospectus; | ||
(i) | the Corporation and each of its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each |
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jurisdiction in which its business is carried on, and holds all necessary licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing, except to the extent that non-compliance with any such laws, rules or regulations, or failure to hold any such licences, permits, approvals, consents, certificates, registrations and authorizations would not have a material adverse effect upon the Corporation and its Subsidiaries, taken as a whole; | |||
(j) | the Corporation and each Subsidiary has good title to its respective material assets as disclosed in the Prospectus, free and clear of all material liens, charges and encumbrances of any kind whatsoever save and except as disclosed in the Prospectus; | ||
(k) | the Burnstone Project and the Hollister Project are the only mineral projects on a property material to the Corporation that are subject to the requirements of NI 43-101 and Schedule “B” hereto sets out all the mineral, claims, leases and other interests held by the Corporation, directly or indirectly, in the Burnstone Project and the Hollister Project and such interests together with all material interests in natural resource properties owned by the Corporation or its Subsidiaries and related surface rights for exploration and exploitation overlying those properties of the Corporation or the Subsidiaries are completely and accurately described in the Prospectus and, except as set out in the Prospectus, are owned or held by the Corporation or such Subsidiaries as owner thereof with good title, are in good standing and are valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them and the Corporation does not know of any claim that may adversely affect such rights; | ||
(l) | the technical reports filed on SEDAR relating to Burnstone Project and Hollister Project have been prepared in accordance with NI 43-101, and the Corporation has complied with NI 43-101 in all material respects; | ||
(m) | except as set out in the Prospectus, no other material property rights are necessary for the conduct of the Corporation’s or the Subsidiaries’ businesses as they are currently being conducted, and there are no material restrictions on the ability of the Corporation or the Subsidiaries to use or otherwise exploit any such property rights, and the Corporation does not know of any claim or basis for a claim that may adversely affect such rights in any material respects; more particularly, the Corporation has all licences, permits and authorisations to develop the mines at the Burnstone Project and the Hollister Project, including all areas in which the Corporation has identified reserves or resources to date; | ||
(n) | except as set out in the Prospectus, neither the Corporation nor the Subsidiaries have any responsibility or obligation to pay or have paid on their behalf any material commission, royalty or similar payment to any person with respect to their property rights as of the Closing Date; | ||
(o) | except as set out in the Prospectus, the Corporation and each of the Subsidiaries are in compliance in all material respects with all material terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of their respective businesses and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Corporation or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Corporation or the Subsidiaries, exists with respect thereto; |
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(p) | the Corporation’s direct or indirect percentage ownership of the shares of the Subsidiaries is correctly disclosed in Schedule “C” to this Agreement, and all such shares are legally and beneficially owned by the Corporation or, in the case of shares held through Subsidiaries, by such Subsidiaries, free and clear of all liens, charges and encumbrances of any kind whatsoever; no person, firm, or company has any agreement, or option or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase of all or any part of the securities representing such ownership interest; all such shares have been validly issued and are outstanding as fully paid and non-assessable; each Subsidiary is directly or indirectly beneficially wholly-owned by the Corporation; and except for the shares of the Subsidiaries, neither the Corporation nor its Subsidiaries own any securities or ownership interest in any other person which are material to the Corporation and its Subsidiaries, taken as a whole; | ||
(q) | the Corporation has no subsidiaries other than the Subsidiaries listed in Schedule “C” attached hereto; | ||
(r) | the Corporation has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein; | ||
(s) | the Corporation has all requisite corporate power and authority to enter into this Agreement and the Warrant Indenture and the performance of the terms hereof and thereof, the transactions contemplated hereby and thereby and the granting of the Over-Allotment Option, the issuance and sale by the Corporation of the Offered Units, Unit Shares, Warrants and Warrant Shares have been duly authorized by all necessary corporate action of the Corporation, and this Agreement has been and the Warrant Indenture will be duly executed and delivered by the Corporation and this Agreement is, and the Warrant Indenture when executed will be, a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement, as applicable, may be limited by applicable law; | ||
(t) | each of the execution and delivery of this Agreement and the Warrant Indenture, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Units hereunder and the consummation of the transactions contemplated in this Agreement, |
(i) | do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities commission or other third party, except such as have been obtained or will be obtained prior to the Time of Closing on the Closing Date, and such as may be required (and shall be obtained as provided herein prior to the Time of Closing on the Closing Date) under Applicable Securities Laws, the U.S. Securities Act and the securities or “blue sky” laws of the various states of the United States; and | ||
(ii) | do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), |
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(A) | any statute, rule or regulation applicable to the Corporation including, without limitation, the Applicable Securities Laws and the policies, rules and regulations of the Exchanges; | ||
(B) | the constating documents, articles or resolutions of the directors or shareholders of the Corporation which are in effect at the date hereof; | ||
(C) | any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by which it is bound; or | ||
(D) | any judgment, decree or order binding the Corporation or a material portion of the property or assets thereof; |
(u) | upon satisfaction of the Standard Listing Conditions, the Unit Shares, Warrants and Warrant Shares will be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans provided that in the case of the Warrants either (A) they are listed on a prescribed stock exchange (which includes the TSX), or (B) the Corporation deals at arm’s length with each person who is an annuitant, a beneficiary, an employer or a subscriber under such plan; | ||
(v) | at the Time of Closing on the Closing Date, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Unit Shares and Warrant Shares, create and authorize the issuance of the Warrants and validly issue the Unit Shares as fully paid and non-issuable shares and the Warrants, and, upon the due exercise of the Warrants in accordance with the provisions thereof, the Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation and in each case free and clear of all resale or trade restrictions (except control person restrictions) and liens, charges or encumbrances of any kind whatsoever under Canadian and U.S. laws; | ||
(w) | at the Time of Closing on the Closing Date, the Unit Shares, Warrants and Warrant Shares will be listed and posted for trading on the TSX and the Unit Shares and Warrant Shares will be listed and posted for trading on AMEX and that number of Unit Shares, Warrants and Warrant Shares as agreed to by the Lead Underwriter and the Corporation in accordance with Section 2.7 will be listed and posted for trading on the JSE, and all necessary notices and filings will be made prior to the Closing Date with and all necessary consents, approvals and authorizations obtained by the Corporation from the Exchanges to ensure that, subject to fulfilling the Standard Listing Conditions, the Unit Shares, the Warrants, and the Warrant Shares will be listed and posted for trading on the Exchanges upon their issuance; | ||
(x) | Computershare Trust Company of Canada at its principal offices in the City of Toronto, Ontario and Vancouver, British Columbia has been duly appointed as registrar and transfer agent for the Common Shares; | ||
(y) | at the Time of Closing on the Closing Date, the Warrant Agent, at its principal offices in the City of Toronto, Ontario and Vancouver, British Columbia has been duly appointed as the warrant agent in respect of the Warrants; | ||
(z) | the minute books and records of the Corporation made available to counsel for the Underwriters in connection with its due diligence investigation of the Corporation for the period from January 1, 1997 to the date hereof are all of the minute books and records of the Corporation, and contain copies of all material proceedings (or certified copies thereof or |
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drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation to the date hereof not reflected in such minute books and other records, other than those which have been disclosed to counsel for the Underwriters in writing or which are not material in the context of the Corporation; | |||
(aa) | the audited and unaudited financial statements and the pro forma financial statements (collectively, the “Corporation’s Financial Statements”) of the Corporation that are to be included or incorporated by reference in the Registration Statement, each Canadian Prospectus, the Disclosure Package and the U.S. Final Prospectus are true and correct in every material respect and present fairly and accurately in all material respects the financial position of the Corporation as of the dates indicated and the results of operations and the changes in financial position of the Corporation on a consolidated basis for the periods specified (subject, in the case of interim financial information, to year-end adjustments); and such financial statements have been (or will be) prepared in conformity with generally accepted accounting principles in Canada, consistently applied throughout the periods involved, and have been reconciled to generally accepted accounting principles in the United States in accordance with Item 18 of Form 20-F; the summary and selected financial data to be included or incorporated by reference in the Registration Statement, each Canadian Prospectus, the Disclosure Package and the U.S. Final Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial information included or incorporated by reference in the Registration Statement, each Canadian Prospectus, the Disclosure Package and the U.S. Final Prospectus; | ||
(bb) | the books and records of the Corporation and each of the Subsidiaries disclose all of their material financial transactions and such transactions have been fairly and accurately recorded; and except as disclosed in the Corporation’s Financial Statements or in the Prospectus: |
(i) | neither the Corporation nor any of the Subsidiaries is indebted to any of its directors or officers (collectively the “Principals”), other than on account of directors fees or expenses accrued but not paid, or to any of its shareholders (the “Unitholders”); | ||
(ii) | none of the Principals or Unitholders is indebted or under obligation to the Corporation or to any of the Subsidiaries, on any account whatsoever; and | ||
(iii) | the Corporation has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever other than of a Subsidiary; |
(cc) | there are no material liabilities of the Corporation or of the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Corporation’s Financial Statements except those incurred in the ordinary course of their respective businesses since December 31, 2006; | ||
(dd) | except as set out in the Prospectus, since December 31, 2006, and excluding expenditures in the ordinary course of business, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Corporation or of any of the Subsidiaries or any damage, loss or other change of any kind whatsoever in circumstances materially affecting their respective businesses or assets, taken as a whole, or the right or |
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capacity of any of them to carry on their respective businesses, such businesses having been carried on in the ordinary course; | |||
(ee) | the Corporation does not owe any money to, does not have any present loans to, has not borrowed any monies from, and is not otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with the Corporation except as set forth in the Corporation’s Financial Statements included or incorporated by reference in the Registration Statement, each Prospectus, the Disclosure Package and the U.S. Final Prospectus, and except for payroll obligations in the normal course of business; | ||
(ff) | except as disclosed in the Prospectus, the Corporation does not have any agreements of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations; | ||
(gg) | except as included in the Prospectus, there are no “significant acquisitions”, “significant dispositions” and “significant probable acquisitions” for which the Corporation is required, pursuant to Applicable Securities Laws to include additional financial disclosure; | ||
(hh) | the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: |
(i) | transactions are executed in accordance with management’s general or specific authorizations; | ||
(ii) | transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada and to maintain asset accountability; | ||
(iii) | access to assets is permitted only in accordance with management’s general or specific authorization; and | ||
(iv) | the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; |
and the Corporation is not aware of any material weakness in its internal controls over financial reporting; | |||
(ii) | the Corporation maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) and the Corporation believes that such disclosure controls and procedures are effective; | ||
(jj) | there is and has been no failure on the part of the Corporation or any of the Corporation’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications; | ||
(kk) | the directors, officers and key employees of the Corporation are as disclosed in the Prospectus and the compensation arrangements with respect to the Corporation’s Named Executive Officers are as disclosed in the Prospectus, and except as disclosed in the Prospectus, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Corporation; |
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(ll) | all contracts and agreements material to the Corporation other than those entered into in the ordinary course of its business as presently conducted and taken as a whole (collectively the “Material Contracts”) have been disclosed in the Prospectus and, except as disclosed in the Prospectus or as contemplated herein, the Corporation has not approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation, whether by asset sale, transfer of shares or otherwise; | ||
(mm) | the Corporation has no knowledge of any proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation; | ||
(nn) | the Corporation and each of the Subsidiaries maintain insurance against loss of, or damage to, their material assets including property and casualty insurance for all of its operations; and all of the policies in respect of such insurance are in amounts and on terms that in the view of Corporation’s management are reasonable for operations such as these, and are in good standing in all respects and not in default in any respect; | ||
(oo) | all tax returns, reports, elections, remittances, filings, withholdings and payments of the Corporation, and the Subsidiaries, required by law to have been filed or made, have been filed or made (as the case may be) and are substantially true, complete and correct and all taxes owing of the Corporation and all material amounts of taxes owing by the Subsidiaries as at December 31, 2006 have been paid or accrued in the Corporation’s Financial Statements; | ||
(pp) | the Corporation and the Subsidiaries, have been assessed for all applicable taxes to and including the Corporation’s fiscal year ended December 31, 2006 and have received all appropriate refunds, have made adequate provision for taxes payable for all subsequent periods and the Corporation is not aware of any material contingent tax liability of the Corporation or of the Subsidiaries, taken as a whole, not adequately reflected in the Corporation’s Financial Statements; | ||
(qq) | except as disclosed in the Prospectus, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the best of its knowledge, pending, threatened against or affecting the Corporation, or the Subsidiaries, or to the best of the Corporation’s knowledge, their respective directors, officers or promoters, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the best of its knowledge, there is no basis therefor; | ||
(rr) | neither the Corporation nor to the best of the Corporation’s knowledge after due inquiry, any of the Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its property and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively in this section, “environmental laws”). Without limiting the generality of the foregoing: |
(i) | the Corporation and each of the Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable environmental laws and has received all |
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permits, licenses or other approvals required of them under applicable environmental laws to conduct their respective businesses; and | |||
(ii) | there are no orders, rulings or directives issued against the Corporation or any of the Subsidiaries, and there are no orders, rulings or directives pending or threatened against the Corporation or any of the Subsidiaries under or pursuant to any environmental laws requiring any work, repairs, construction or capital expenditures with respect to any property or assets of the Corporation or any of the Subsidiaries; |
(ss) | no notice with respect to any of the matters referred to in Subsection 4.1(rr), including any alleged violations by the Corporation or any of the Subsidiaries with respect thereto has been received by the Corporation or any of the Subsidiaries, and no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of the Corporation or any of the Subsidiaries is in progress, threatened or, to the best of the Corporation’s knowledge, pending, which could be expected to have a material adverse effect on the Corporation or the Subsidiaries, taken as a whole, and there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Corporation or any of the Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or to which passage of time, or the giving of notice or both, would give rise; | ||
(tt) | the Corporation, the Subsidiaries and their respective directors, officers and promoters are not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever where non-compliance would have a material adverse effect on the Corporation; | ||
(uu) | the Corporation’s auditors, who audited the Corporation’s Financial Statements and who provided their audit report thereon, are independent public accountants as required under Applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and such auditors or, to the knowledge of the Corporation, any former auditors of the Corporation, nor has there been any event (other than non-payment of fees prior to 2004) which has led any of the Corporation’s auditors to threaten to resign as auditors; | ||
(vv) | except as provided herein, there is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder’s fee in connection with this Agreement or any of the transactions contemplated hereunder, and in the event any person, firm or corporation acting or purporting to act for the Corporation becomes entitled at law to any fee from the Underwriters, the Corporation covenants to indemnify and hold harmless the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defense thereof; | ||
(ww) | all written agreements and other written materials provided to or made available to the Underwriters and their counsel contain no misrepresentations as of the date provided; | ||
(xx) | the Corporation is, and will be until the completion of the distribution of the Shares hereunder, subject to the reporting requirements under Section 12 of the 1934 Act, has filed all reports required to be filed pursuant to Section 13 of the 1934 Act, and is not in default of its obligations under the 1934 Act; | ||
(yy) | all material written representations and submissions made by or on behalf of the Corporation to any Regulatory Authority in furtherance of the filing of the Canadian Prospectus, other |
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than for written information provided in respect of and by the Underwriters and their affiliates, are true and correct in all material respects and contain no misrepresentation; | |||
(zz) | the Corporation meets the general eligibility requirements for use of Form F-10 under the U.S. Securities Act and is eligible to file a short form prospectus under NI 44-101; | ||
(aaa) | the Preliminary Prospectus, the Final Prospectus, the Preliminary Warrant Prospectus and the Final Warrant Prospectus (collectively, a “Canadian Prospectus”) will be prepared and filed in compliance in all material respects with the Applicable Securities Laws, and, at the time of delivery of the Offered Units to the Underwriters, the Final Prospectus will comply in all material respects with the Applicable Securities Laws and the Corporation shall fulfill and comply with the necessary requirements of the Applicable Securities Laws in order to enable the Offered Units to be lawfully distributed in the Qualifying Provinces through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Provinces and acting in accordance with the terms of their registrations and the Applicable Securities Laws; | ||
(bbb) | none of the Commissions, the SEC, any stock exchange in Canada or the United States or any other regulatory authority or court has issued an order preventing or suspending the use or effectiveness, as the case may be, of any Canadian Prospectus, the Disclosure Package (as hereinafter defined), the U.S. Final Prospectus, the Registration Statement or the Warrant Registration Statement relating to the proposed Offering or preventing the distribution of the Offered Units or the exercise of the Warrants, or issuance of the Warrant Shares or instituted proceedings for any such purpose and no proceedings for any such purpose are pending or, to the knowledge of the Corporation, are contemplated by any of the aforementioned parties, and any request on the part of such parties for additional information from the Corporation has been complied with; | ||
(ccc) | each Canadian Prospectus was or shall, as the case may be, as of its respective date of filing and, except as amended prior to the Closing Date in accordance with Applicable Securities Laws, as of the Closing Date (i) constitutes full, true and plain disclosure of all material facts relating to the Corporation and the Offered Units, (ii) contains no misrepresentation, as defined under Applicable Securities Laws, and (iii) does not omit any information which is necessary to make the statements contained therein not misleading; the documents incorporated by reference in each Canadian Prospectus and the U.S. Prospectus, when filed with the Commission or Reviewing Authority as the case may be and the SEC, were prepared in accordance with the Applicable Securities Laws, and any further documents so filed and incorporated by reference in any Canadian Prospectus and the U.S. Prospectus, or any further amendment or supplement thereto, when such documents are filed with the Commission or Reviewing Authority as the case may be and the SEC, will be prepared in accordance with the Applicable Securities Laws; | ||
(ddd) | the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Final Prospectus (together, the “U.S. Prospectus”) conforms or will conform, as the case may be, to the Preliminary Prospectus and Final Prospectus, respectively, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC and, as of their respective dates, the Registration Statement, the Form F-X, the U.S. Preliminary Prospectus and the U.S. Final Prospectus, as amended or supplemented, if applicable, comply or will comply, as the case may be, in all material respects with the U.S. Securities Act; | ||
(eee) | as of the date and time the Registration Statement was declared effective (the “Effective Time”), neither the Registration Statement nor any amendment or supplement thereto |
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contains or shall contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; | |||
(fff) | as of the date and time immediately prior to the Effective Time (the “Applicable Time”), the U.S. Preliminary Prospectus, any “free writing prospectus” as defined in Rule 405 of the U.S. Securities Act (a “Free Writing Prospectus”) and any “issuer free writing prospectus” as defined in Rule 433 of the U.S. Securities Act (an “Issuer Free Writing Prospectus” and, together with any Free Writing Prospectus and the U.S. Preliminary Prospectus, the “Disclosure Package”), when taken together as a whole, will not, as of the Applicable Time, and on the Closing Date and on any settlement date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; | ||
(ggg) | each Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement or the applicable Canadian Prospectus, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; | ||
(hhh) | at the time the Warrant Registration Statement becomes effective under the U.S. Securities Act: |
(i) | the Canadian Warrant Prospectus will comply in all material respects with Applicable Securities Laws as interpreted and applied by the Reviewing Authority; | ||
(ii) | the U.S. Warrant Prospectus will conform to the Canadian Warrant Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission; | ||
(iii) | the Warrant Registration Statement, and any amendments or supplements thereto will comply in all material aspects with the requirements of the U.S. Securities Act; | ||
(iv) | none of the Warrant Registration Statement, or any amendment or supplement thereto will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and | ||
(v) | each of the U.S. Warrant Prospectus, the Canadian Warrant Prospectus, and any Supplementary Material or any amendment or supplement thereto will constitute full, true and plain disclosure of all material facts relating to the Corporation and the Warrant Shares, and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; |
(iii) | there are: |
(i) | no reports or information that in accordance with the requirements of the Applicable Securities Laws must be made publicly available in connection with the Offering that have not been or will not be made publicly available as required, and there are no documents required to be filed with the Commissions in connection with a Canadian Prospectus that have not been filed (or that will not be filed prior to the Closing Date in accordance with Applicable Securities Laws) as required pursuant to Applicable Securities Laws and delivered to the Underwriters; and |
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(ii) | no contracts, documents or other materials required to be described or referred to in a Canadian Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement that will not be described, referred to or filed as required and, in the case of those documents filed, delivered to the Underwriters; |
(jjj) | the Corporation was not and is not an “ineligible issuer” as defined in Rule 405 of the U.S. Securities Act (an “Ineligible Issuer”), without taking account of any determination by the SEC pursuant to Rule 405 of the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer |
(i) | at the time of filing the Registration Statement, and | ||
(ii) | as of the date and time this Agreement is executed and delivered by the parties hereto (with such date being used as the determination date for purposes of this subparagraph (ii)), |
(kkk) | the Corporation is, and upon completion of the transactions described herein, and assuming the anticipated use of the proceeds thereof to be described in each Canadian Prospectus, the Disclosure Package and the U.S. Final Prospectus, will be, a “foreign private issuer” within the meaning of Rule 3b-4 under the 1934 Act; | ||
(lll) | the Corporation has not withheld from the Underwriters any facts relating to the Corporation or to the Offering that would be material to a prospective purchaser of the Offered Units; | ||
(mmm) | the French language version of the Prospectus is (including the documents incorporated by reference therein) in all material respects a complete and proper translation of the English language version thereof; | ||
(nnn) | to the knowledge of the Corporation, none of the Corporation, its officers or directors is aware of any circumstances presently existing under which liability is or could reasonably be expected to be incurred under Part XXIII – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario); and | ||
(ooo) | the Corporation is not and, after giving effect to the Offering and the application of the proceeds thereof described in each of the Canadian Prospectus, the Disclosure Package, the Registration Statement and the U.S. Final Prospectus, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. |
4.2 | The representations and warranties of the Corporation contained in this Agreement shall be true at the Time of Closing on the Closing Date and if the Over-Allotment Option is exercised, the Over-Allotment Closing Date, as though they were made at such Time of Closing and they shall survive the completion of the transactions contemplated under this Agreement and remain in full force and effect thereafter for the benefit of the Underwriters. | |
4.3 | Each of the Underwriters represents and warrants to the Corporation, severally, and not jointly, and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, that: |
(a) | it is a valid and subsisting corporation under the laws of the jurisdiction in which it was incorporated, continued or amalgamated; and |
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(b) | it has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein. |
5.1 | The Corporation covenants and agrees with the Underwriters that it shall: |
(a) | file with the Exchanges all required documents and pay all required filing fees, and do all things required by the rules and policies of the Exchanges, in order to obtain prior to the Closing Date the requisite acceptance or approval of the Exchanges for the Offering; | ||
(b) | prior to the Time of Closing on the Closing Date, fulfil to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with Applicable Securities Laws and applicable U.S. securities laws) to be fulfilled by the Corporation to permit the completion of the distribution of the Offered Units as contemplated in this Agreement, the Final Prospectus and the U.S. Prospectus and to enable the Units and the Additional Units to be distributed free of trade restrictions in the Qualifying Jurisdictions; | ||
(c) | until the Time of Closing on the Over-Allotment Closing Date, notify the Underwriters promptly, and confirm the notice in writing: |
(i) | when any Issuer Free Writing Prospectus shall have first been used, when any post-effective amendment to the Registration Statement or the Warrant Registration Statement shall have been filed with the SEC or shall have become effective, and when any supplement to the U.S. Prospectus or any Canadian Prospectus or any amended U.S. Prospectus or any Canadian Prospectus or Supplementary Material shall have been filed; | ||
(ii) | of the receipt of any comments from the Commissions or the SEC; | ||
(iii) | of any request by any of the Commissions to amend any Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information; | ||
(iv) | of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the Warrant Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Offered Units for offering and sale in any jurisdiction, or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any of such purposes; and | ||
(v) | of the issuance by any of the Commissions or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Units or the trading in the Common Shares or other securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; |
and the Corporation will use every commercially reasonable effort to prevent the issuance of any stop order, any order preventing or suspending the use of any prospectus or any order ceasing or suspending the distribution of the Offered Units or the trading in the Common Shares or other securities of the Corporation and, if any such order is issued, to obtain the revocation thereof at the earliest possible time; |
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(d) | furnish to the Underwriters, without charge: |
(i) | a signed copy of each Canadian Prospectus (in English and French languages), the Registration Statement and the Warrant Registration Statement (including all exhibits thereto, documents filed therewith (including photocopies of the Form F-X and Warrant Form F-X) and amendments thereof) and an additional conformed copy of the Registration Statement and the Warrant Registration Statement (without exhibits thereto); and | ||
(ii) | at any time ending at the end of the period described in Subsection 5.1(h) below, at the place or places which the Underwriters may reasonably request, the Underwriters’ reasonable requirements of the commercial copies of each Canadian Prospectus (in English and French languages as required), the U.S. Prospectus and any Free Writing Prospectus or Issuer Free Writing Prospectus and such deliveries shall be made as soon as possible after the filing of such documents and, in any event, within one Business Day of such filing and the delivery will constitute the Corporation’s consent to the Underwriters use of such documents in connection with the Offering; |
(e) | by the act of having delivered each of the Canadian Prospectus and any amendments thereto to the Underwriters, have represented and warranted to the Underwriters that all material information and statements (except information and statements relating solely to the Underwriters) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws of the Qualifying Jurisdictions and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation as required by the Applicable Securities Laws of the Qualifying Jurisdictions; | ||
(f) | not and, unless it obtains the prior written consent of the Underwriters, the Corporation will not make any offer relating to the Offered Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Corporation with the SEC or retained by the Corporation under Rule 433 of the U.S. Securities Act; any free writing prospectus consented to by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”; and the Corporation agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it will comply with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping; | ||
(g) | during the period prior to the completion of the distribution of the Offered Units, promptly notify the Underwriters in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) or capital of the Corporation, taken as a whole, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectus or any amendment thereto; notwithstanding Subsection 5.1(h) below, the Corporation shall not file any amendment to the Prospectus or the U.S. Prospectus or any other material supplementary to the Prospectus or the U.S. Prospectus (all such amendments and material being Supplementary Material), of which the Underwriters shall not have previously been advised and furnished a copy along with any supplementary material or to which the Underwriters shall have objected, acting reasonably, promptly after reasonable notice thereof; provided, however, that this provision shall not prohibit the Corporation from complying with its timely disclosure and other obligations under applicable securities legislation and the requirements of any relevant stock exchange arising out of any material change or change in material information, and, in addition to the foregoing, the Corporation |
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shall, in good faith, discuss with the Underwriters any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Corporation as to whether notice in writing of such change need be given to the Underwriters pursuant to this Subsection; |
(h) | if, at any time prior to the completion of the distribution of the Offered Units, any event shall occur or condition exist as a result of which it is necessary to amend the Disclosure Package, Registration Statement or supplement or amend the U.S. Prospectus or any Canadian Prospectus in order that the Disclosure Package, Registration Statement, Warrant Registration Statement, U.S. Prospectus or any Canadian Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser (or in lieu thereof, the notice referred to in Rule 173 of the U.S. Securities Act) or if, in the opinion of the Corporation, it is necessary to amend the Disclosure Package, Registration Statement, Warrant Registration Statement or amend or supplement any Canadian Prospectus or the U.S. Prospectus to comply with the Applicable Securities Laws, the U.S. Securities Act or the applicable rules and regulations thereunder, and subject to Subsection 5.1(g) above, forthwith prepare, file with the SEC or any Commission within any applicable time limitation and furnish to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Corporation) to which Offered Units may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the U.S. Prospectus or any Canadian Prospectus (in the English and French languages) (to be effected, if necessary, by the filing with the SEC of a post-effective amendment to the Registration Statement) so that the statements in the U.S. Prospectus or any Canadian Prospectus as so amended or supplemented will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the U.S. Prospectus or any Canadian Prospectus is delivered to a purchaser, not misleading or so that the Disclosure Package, Registration Statement, the U.S. Prospectus or each Canadian Prospectus, as amended or supplemented, will comply with applicable law and comply with any other requirements under the Applicable Securities Laws and U.S. securities laws and the rules of the Exchanges and the expense of complying with this Subsection shall be borne by the Corporation; and concurrently with the delivery of an amendment or supplement to the Preliminary Prospectus and the Final Prospectus to the Underwriters, the Corporation shall deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Corporation in accordance with this Subsection and a French Language Prospectus Opinion, and, if any financial or accounting information is contained in any of the Supplementary Material, an additional Comfort Letter to that required by Subsection 5.1(o) below and a French Language Auditor’s Opinion; | ||
(i) | use its commercially reasonable efforts to qualify the Offered Units for offer and sale under the securities or “blue sky” laws of such United States jurisdictions as the Underwriters shall reasonably request; | ||
(j) | during the period when the U.S. Prospectus is required to be delivered under the U.S. Securities Act; and |
(i) | file promptly all documents required to be filed by the Corporation with the SEC pursuant to Section 13 or 15(d) of 1934 Act subsequent to the time the Registration Statement becomes effective; and | ||
(ii) | in the event that any document is filed with any Commission or the SEC subsequent to the time the Registration Statement becomes effective that is deemed to be |
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incorporated by reference in each Canadian Prospectus, if required by the U.S. Securities Act, file such document as an exhibit to the Registration Statement by post-effective amendment or otherwise in accordance with the U.S. Securities Act or the 1934 Act; |
(k) | not to issue any press release or other public announcement between the date hereof and the Over-Allotment Closing Date without first consulting with the Underwriters; | ||
(l) | prior to the completion of the Offering, allow the Underwriters to review the Prospectus and conduct all due diligence which the Underwriters may reasonably require in order to fulfil their statutory obligations as Underwriters and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Underwriters in such documents, including, without limitation, all corporate and operating records, financial information (including budgets), copies of the financial statements to be incorporated by reference in the Prospectus and access to key officers of the Corporation; | ||
(m) | maintain its status as a “reporting issuer” or the equivalent not in default in each province and territory of Canada for a period of two years from the Closing Date; | ||
(n) | maintain its listing of its Common Shares on the Exchanges for a period of two years from the Closing Date; | ||
(o) | deliver to the Underwriters and their legal counsel, as applicable: |
(i) | at the time of execution of the Final Prospectus by the Underwriters, a long form comfort letter (the “Comfort Letter”) of the Corporation’s auditors addressed to the Underwriters and to the directors of the Corporation and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the verification of the financial information and accounting data contained in the Preliminary Prospectus and the Final Prospectus and to such other matters as the Underwriters may reasonably require; | ||
(ii) | at the time of execution of the Final Prospectus, a favourable legal opinion (the “French Language Prospectus Opinion”) of the Corporation’s counsel, or such counsel’s Québec agent, addressed to the Underwriters and their legal counsel and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably to the effect that the French language versions of each of the Prospectus, together with each document incorporated for reference therein (other than financial statements and other financial data contained therein covered by the French Language Auditors’ Opinion), is in all material respects a complete and proper translation of the English version thereof; | ||
(iii) | at the time of execution of the Final Prospectus, a favourable opinion (the “French Language Auditors’ Opinion”) of the Corporation’s auditors addressed to the Underwriters and their legal counsel and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, to the effect that the financial statements and other financial data contained or incorporated by reference in the French language versions of the Prospectus, is in all material respects a complete and proper translation of the English version thereof; | ||
(iv) | at the Time of Closing on the Closing Date, a long form comfort letter (“Bring Down Comfort Letter”) of the Corporation’s auditors addressed to the Underwriters and dated as of the Closing Date in form and content acceptable to the Underwriters |
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and their legal counsel, acting reasonably, bringing forward to the Closing Date the information contained in the Comfort Letter and addressing such other matters as the Underwriters may reasonably require; |
(v) | at the Time of Closing on the Closing Date, favourable legal opinions (the “Legal Opinions”) of the Corporation’s various legal counsel (excluding U.S. legal counsel), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the Final Prospectus, the issuance, trade and distribution of the Units and any Additional Units, as applicable, without restriction, in the Qualifying Jurisdictions, corporate status, corporate authority and capacity, qualification to carry on business, enforceability, legal compliance, issued capital, listing, tax matters, litigation matters, compliance with Quebec language laws and to such other matters as the Underwriters may require, acting reasonably. In addition, the Corporation’s legal counsel will provide Rule 10b-5 negative assurance statements addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the Final Prospectus; | ||
(vi) | at the Time of Closing on the Closing Date, a favourable legal opinion of the Corporation’s U.S. legal counsel (the “U.S. Legal Opinion”), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the Registration Statement and the offer and sale of the Units and any Additional Units, as applicable, in the U.S. and to such other matters as the Underwriters may require, acting reasonably. In addition to the U.S. Legal Opinion, the Corporation’s U.S. legal counsel will provide a Rule 10b-5 negative assurance statement addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the Registration Statement; | ||
(vii) | at the Time of Closing on the Closing Date the Underwriters shall have received favourable legal opinions (the “Corporate Opinions”) from foreign counsel, dated the Closing Date and addressed to the Underwriters and their legal counsel, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, with respect to the Subsidiaries relating to (i) the due incorporation and good standing under the laws of the applicable jurisdiction and qualification to carry on business in such jurisdictions where the Subsidiaries carry on business; (ii) the issued and outstanding share capital; (iii) the ownership of the issued and outstanding shares; and (iv) such other matters as the Underwriters may require, acting reasonably; | ||
(viii) | at the Time of Closing on the Closing Date, favourable legal opinions of the Corporation’s U.S. and South African legal counsel, addressed to the Underwriters and their legal counsel and dated prior to or on the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to title of the Hollister Project and the Burnstone Project, respectively, as well as the Corporation’s ability to conduct the activities it is presently and anticipated to be conducting in respect thereof and its compliance with standards required to be met (now or in the future) in respect of black economic empowerment legislation and policies in order to convert prospecting and mining rights and otherwise benefit from such rights in the future (the “Title Opinions”); |
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(ix) | at the Time of Closing on the Closing Date, a certificate (the “Officers’ Certificate”) of the Corporation by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the content of the Final Prospectus, the representations, warranties and covenants in this Agreement, ownership of the Corporation’s material mineral properties and surface rights overlying such properties, and to the issuance, trade and distribution of the Units and the Additional Units and to such other matters as the Underwriters may require, acting reasonably, including, without limitation, with respect to the resolutions of the board of the Corporation relating to the Offering and the incumbency and specimen signatures of signing officers; and | ||
(x) | at the Time of Closing on the Closing Date, such other materials (the “Closing Materials”) as the Underwriters and their legal counsel may require, acting reasonably, and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date or such other date as the Underwriters may reasonably require; |
(p) | from and including the date of this Agreement through to and including the Time of Closing on the Over-Allotment Closing Date, do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; | ||
(q) | during the period commencing on March 7, 2007 and ending on the date which is 90 days following the Closing Date, not, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of any Common Shares or securities or financial instruments convertible into or exchangeable into Common Shares of the Corporation or enter into any agreement under which the Corporation may acquire or transfer to another, in whole or in part, any economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so without the prior consent of the Underwriters, such consent not to be unreasonably withheld, other than pursuant to: |
(i) | the exercise of the Over-Allotment Option; | ||
(ii) | the Hecla Acquisition and the framework agreement with Xxxxxxx Gold (Pty) Ltd. as disclosed in the Prospectus; and | ||
(iii) | the rights and obligations in existence on March 7, 2007, including the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place prior to March 7, 2007. |
(r) | prior to the filing of the Final Prospectus, provide evidence satisfactory to the Underwriters of the conditional approval of the TSX of the listing and posting for trading on the TSX of the Unit Shares, Warrants and the Warrant Shares and conditional approval of AMEX of the listing and posting for trading on AMEX of the Unit Shares and Warrant Shares and prior to Time of Closing on the Closing Date provide evidence satisfactory to the Underwriters of the conditional approval of JSE |
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of the listing and posting for trading on JSE of that number of Unit Shares, Warrants and Warrant Shares agreed to by the Lead Underwriter and the Corporation in accordance with Section 2.7, in each case subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange in similar circumstances (the “Standard Listing Conditions”); |
(s) | not use any written or oral opinions, advice, analysis and materials provided by the Underwriters to the Corporation in connection with the Offering for any purpose whatsoever other than personal use, and shall not reproduce, disseminate, quote from or refer to such opinion, advice, analysis or material in whole or in part at any time, in any manner or for any purpose, without the Lead Underwriter’s prior written consent in each specific instance, and the Corporation shall and shall cause its affiliates, officers, directors, shareholders, agents and advisors (including those shareholders who have an advisory relationship with the Corporation and the directors, officers, and employees of such shareholders) to, keep confidential the opinions, advice, analysis and materials furnished to the Corporation by the Underwriters and their counsel in connection with the Offering; and | ||
(t) | use the net proceeds of the Offering in the manner set out in the Final Prospectus. |
5.2 | Each of the Underwriters covenants and agrees with the Corporation that it shall: |
(a) | fulfil all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by an underwriter in connection with the Offering in the Qualifying Jurisdictions and in the United States as is customary in a transaction of this nature; | ||
(b) | upon being satisfied, acting reasonably, that each of the Prospectus and any amendments thereto is in a form satisfactory for filing with the Commissions, execute each of the Prospectus and any amendments thereto, as the case may be, presented to the Underwriters for execution, and the Underwriters will use their commercially reasonable efforts to assist the Corporation in obtaining the requisite approvals of the Regulatory Authorities in connection with the preparation and filing of such documents; | ||
(c) | execute all such other documents and materials as may reasonably be required and as are customary in a transaction of this nature; | ||
(d) | not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus” as defined in Rule 405 under the U.S. Securities Act (which term includes use of any written information furnished to the SEC by the Corporation and not incorporated by reference into the Registration Statement and any press release issued by the Corporation) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the U.S. Securities Act) that was not included (including through incorporation by reference) in the U.S. Preliminary Prospectus as supplemented or amended at the Effective Time or a previously filed Free Writing Prospectus, or (ii) any Free Writing Prospectus approved by the Corporation in advance in writing; | ||
(e) | not, without the prior written consent of the Corporation, use any free writing prospectus (including any free writing prospectus that contains the final terms of the Offered Units), provided that the Corporation shall file any free writing prospectus that contains the final terms of the Offered Units with the SEC pursuant to Rule 433 of the U.S. Securities Act; and |
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(f) | pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, to the extent required by Rule 433 under the U.S. Securities Act. |
6.1 | In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. |
6.2 | The Corporation will pay the expenses reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of all legal counsel for the Underwriters and all costs and expenses of, incidental to or in connection with: |
(a) | the creation, issuance, sale and distribution of the Offered Units; | ||
(b) | the qualification of the Offered Units for distribution in the Qualifying Jurisdictions and in the U.S.; | ||
(c) | all filing fees payable under Applicable Securities Laws and U.S. securities laws; | ||
(d) | listing fees for the Units Shares, Warrants and Warrant Shares on the Exchanges; | ||
(e) | the fees and disbursements of the Corporation’s auditors and legal counsel; | ||
(f) | the preparation, translation, printing or other production of the Canadian Prospectus, U.S. Prospectus, Registration Statement, Warrant Registration Statement, Permitted Free Writing Prospectus and any “green sheet”; | ||
(g) | the preparation of audio-visual material, marketing documents and other marketing devices; | ||
(h) | the “roadshow” and marketing and information meetings; | ||
(i) | the preparation and printing of certificates representing the Unit Shares, Warrant Shares and Warrants; and | ||
(j) | the fees and expenses of the Corporation’s transfer agent and registrar, as well as out-of-pocket costs.. |
Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses in an amount not to exceed $1,250,000. The Underwriters’ Expenses will be payable by the Corporation at the Time of Closing on the Closing Date (and, if applicable, on the Over-Allotment Closing Date) or upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in the event the Offering is terminated in accordance with Section 11 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses in an amount not to exceed $1,250,000. |
6.3 | The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree |
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that the Lead Underwriter has the authority to bind the Underwriters with respect to all matters covered by this Agreement insofar as such matters relate to the Underwriters. |
7.1 | The obligations of the Underwriters hereunder, including the obligation to purchase Units and if the Over-Allotment Option is exercised, any obligation to purchase Additional Units at the Time of Closing shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Units and Additional Units set out opposite the name of the Underwriters below: |
BMO Xxxxxxx Xxxxx Inc. |
70 | % | ||
Desjardins Securities Inc. |
10 | % | ||
Pacific International Securities Inc. |
10 | % | ||
RBC Dominion Securities Inc. |
10 | % |
7.2 | In the event that any Underwriter shall fail to purchase its applicable percentage of the Units or Additional Units, if applicable, at the Time of Closing on the Closing Date, the others shall have the right, but shall not be obligated, to purchase all of the percentage of the Units and Additional Units, if applicable, which would otherwise have been purchased by that one of the Underwriters which is in default; the Underwriters exercising such right shall purchase such Units and Additional Units, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others which are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Units (or in the event of the exercise of the Over-Allotment Option in whole or in part, the number of Additional Units set out in the notice delivered in accordance with Section 3.1) or relieve from liability to the Corporation any Underwriter which shall be so in default. |
8.1 | The following are conditions to the obligations of the Underwriters to complete the transactions contemplated in this Agreement at the Time of Closing on the Closing Date, which conditions may be waived in writing in whole or in part by the Lead Underwriter on behalf of the Underwriters in their sole discretion: |
(a) | the closing of the Hecla Acquisition, which closing shall occur concurrently with the Closing; | ||
(b) | the execution of the Warrant Indenture by the Corporation and the Warrant Agent, which Warrant Indenture shall be in a form and have such terms and conditions satisfactory to the Underwriters, acting reasonably; | ||
(c) | all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation approving the transactions contemplated hereunder, will have been taken so as to approve the Canadian Prospectus, U.S. Prospectus and the Registration Statement, to obtain the requisite approval of the Exchanges to the Offering and to validly offer, sell and distribute the Units, the Over-Allotment Option and the Additional Units; |
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(d) | the Corporation will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Canadian Prospectus, including without limitation the MRRS decision document from the Commissions in respect of the Prospectus, to permit the Corporation to complete its obligations hereunder; | ||
(e) | the Registration Statement and the Warrant Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement or the Warrant Registration Statement or preventing or suspending the use of the U.S. Prospectus or any Free Writing Prospectus or Issuer Free Writing Prospectus shall have been issued under the U.S. Securities Act and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Underwriters or the knowledge of the Corporation, shall be contemplated by the SEC. | ||
(f) | no order having the effect of ceasing or suspending the distribution of the Offered Units or the trading in the Common Shares or any other securities of the Corporation or ceasing or suspending trading by the directors, officers or promoters of the Corporation, or any one of them, shall have been issued by any securities commission, securities regulatory authority or stock exchange in Canada, the United States or South Africa and no proceedings for that purpose shall have been instituted or pending or, to the knowledge of the Corporation, shall be contemplated by any securities commission, securities regulatory authority or stock exchange in Canada, the United States or South Africa. Any request on the part of any Commission or the SEC for additional information from the Corporation shall have been complied with and the Corporation shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; | ||
(g) | the Corporation will have, within the required time set out hereunder, delivered or caused the delivery of the required Comfort Letter, French Language Prospectus Opinion, French Language Auditor’s Opinion, Bring Down Comfort Letter, Legal Opinions, U.S. Legal Opinion, the Rule 10b-5 negative assurance statements referred to in Subparagraphs 5.1(o)(v) and (vi), Corporate Opinions, Title Opinions, Officer’s Certificate and other Closing Materials as the Underwriters may require, acting reasonably, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; | ||
(h) | as of the Time of Closing on the Closing Date, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities in Canada and United States must be made publicly available in connection with the sale of the Units and the Additional Units that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectus that have not been filed as required and delivered to the Underwriters; no contracts, documents or other materials required to be described or referred to in the Prospectus that are not described or referred to as required and delivered to the Underwriters; | ||
(i) | the Underwriters shall have received at the Time of Closing on the Closing Date a letter from the transfer agent of the Corporation dated the date of Closing and signed by an authorized officer of such transfer agent confirming the issued capital of the Corporation; | ||
(j) | the Underwriters not having exercised any rights of termination set forth in this Agreement; | ||
(k) | the Underwriters having received at the Time of Closing on the Closing Date such further certificates, opinions of counsel and other documentation from the Corporation as the Underwriters or their counsel may reasonably require and as are customary in a transaction of this nature; |
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(l) | there shall not have occurred since December 31, 2006 and the Time of Closing on the Closing Date, any adverse material change (actual, anticipated, contemplated or, to the knowledge of the Corporation, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and each of the Subsidiaries on a consolidated basis; | ||
(m) | the due diligence conducted by the Underwriters shall not have revealed any adverse material change or material fact in respect of the Corporation not generally known to the public which should have been previously disclosed, and the Underwriters being satisfied, acting reasonably, with the results of their due diligence investigation of the Corporation prior to the Time of Closing on the Closing Date; | ||
(n) | the Corporation will have, as of the Time of Closing on the Closing Date, complied with all of its covenants and agreements contained in this Agreement, including without limitation all requirements for approval of the Offering and the listing and the posting for trading of the Unit Shares, Warrants, and Warrants Shares on the TSX, the listing and posting of the Unit Shares and Warrant Shares on the AMEX and the listing and posting of that number of Unit Shares, Warrants and Warrant Shares as agreed to by the Lead Underwriter and the Corporation in accordance with Section 2.7 on the JSE; | ||
(o) | the representations and warranties of the Corporation contained in this Agreement will be true and correct as of the Time of Closing on the Closing Date as if such representations and warranties had been made as of the Time of Closing on the Closing Date; and | ||
(p) | the National Association of Securities Dealers, Inc. (“NASD”) shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. |
9. | CLOSING |
9.1 | The Corporation and the Underwriters shall cause the Closing to occur on April 19, 2007 or such other date as may be agreed by the Corporation and the Underwriters. |
9.2 | The closing of the transactions contemplated under this Agreement (the “Closing”) shall be completed at the offices of Lang Xxxxxxxx LLP, 1500 Royal Centre, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, legal counsel to the Corporation, at the Time of Closing on April 19, 2007 or such other date as may be agreed to by the Corporation and the Underwriters (the “Closing Date”). |
9.3 | On the Closing, the Corporation shall issue and deliver to the Underwriters, in the location that the Lead Underwriter advises the Corporation in writing not less than two business days before the Closing Date, the certificates (in physical or electronic form as the Lead Underwriter may advise in writing not less than two business days prior to the Closing Date) representing the Units (including any Additional Units) in the names and denominations requested by the Lead Underwriter, acting reasonably. |
9.4 | If the Corporation has satisfied all of its obligations under this Agreement, on the Closing the Underwriters shall pay to the Corporation the gross proceeds of the sale of the Units and any Additional Units, less the Underwriters’ Fee and Underwriters’ Expenses. |
10. | INDEMNITY |
10.1 | The Corporation shall protect, hold harmless and indemnify each of the Underwriters, each person (a “Control Person”), if any, who controls any of the Underwriters within the meaning of Section 15 of the U.S. Securities Act and their respective affiliates and their and each of their Control Persons and affiliates, respective directors, officers, employees, shareholders and agents (as applicable) |
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(collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all losses, claims, damages, liabilities, costs and expenses, including, without limitation, all amounts paid to settle actions, satisfy judgments or awards or to enforce this indemnity and all reasonable legal fees and expenses on a solicitor and own client basis (collectively, a “Claim”) caused by or arising directly or indirectly by reason of the transactions contemplated in, or the services provided under, this Agreement including, without limitation: |
(a) | any breach by the Corporation of, or default under, any covenant or agreement of the Corporation in this Agreement which has not been waived by the Underwriters under this Agreement or any inaccuracy of any representation or warranty of the Corporation under this Agreement or any other document to be delivered pursuant hereto or the failure of the Corporation to comply with any of its obligations hereunder or thereunder; | ||
(b) | any information or statement (except any information or statement relating to the Underwriters, or any of them, provided by the Underwriters) contained in any of the Canadian Prospectus, the U.S. Prospectus, the Registration Statement, the Warrant Registration Statement, the Free Writing Prospectus or the Issuer Free Writing Prospectus (including any documents incorporated by reference therein) or any Supplemental Material or additional or ancillary material, information, evidence, return, report, application statement or document (collectively the “Additional Materials”) being or being alleged to be a misrepresentation or untrue or any omission or alleged omission to state in those documents any material fact (except facts relating to the Underwriters, or any of them, provided by the Underwriters) required to be stated in those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made; | ||
(c) | any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority or stock exchange or by any other competent authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating to the Underwriters, or any of them, provided by the Underwriters) contained in any of the Canadian Prospectus, the U.S. Prospectus, the Registration Statement, the Warrant Registration Statement, the Free Writing Prospectus or the Issuer Free Writing Prospectus (or any document incorporated by reference therein) or any Supplemental Material or any Additional Materials which operates to prevent or restrict the trading in or the sale or distribution of the Units and the Additional Units; | ||
(d) | the Corporation not complying with any requirement of any Applicable Securities Laws or U.S. securities laws relating to the Offering and any regulatory requirements (including any filing or notice in connection in any U.S. federal or state securities laws or rules of any stock exchange or quotation system); | ||
(e) | any order made by any regulatory authority that trading in or distribution of any of the Corporation’s securities is to cease or be suspended, including an order prohibiting the trade or distribution of any of the securities referred to herein; | ||
(f) | the failure or inability of the Corporation to allot, issue and deliver any or all of the certificates representing the Units and, if applicable, the Additional Units in a form and denomination satisfactory to the Underwriters at the time and place as the Underwriters may reasonably require for the completion of the transactions referred to herein; and | ||
(g) | a determination made by any competent authority setting aside the trade or distribution of any of the securities referred to herein, other than as a result of a breach by any of the Underwriters of its covenants herein; |
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and shall reimburse the Indemnified Parties for all reasonable costs, charges and expenses, as incurred, which any of them may pay or incur in connection with investigating or disputing any Claim or action related thereto including the fees and expenses of legal counsel on a solicitor and own client basis. |
This indemnity shall be in addition to any liability which the Corporation may otherwise have. |
10.2 | If any Claim contemplated by this Section 10 is asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this Section 10 comes to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify in writing the Corporation as soon as reasonably practicable, of the nature of the Claim (provided that any failure to so notify in respect of any potential Claim shall not affect the liability of the Corporation under this Section 10, except to the extent that such delay prejudices the Corporation’s ability to contest such Claim). The Corporation shall, subject to the following, be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce the Claim; provided that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party, acting reasonably, and no admission of liability shall be made by the Corporation without the prior written consent of the Indemnified Party. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in its defence but the fees and expenses of that counsel shall be at the expense of the Indemnified Parties unless: |
(a) | the Corporation fails to assume the defence of the suit on behalf of the Indemnified Party within a reasonable time of receiving notice of the suit; | ||
(b) | the employment of that counsel has been authorized in writing by the Corporation; or | ||
(c) | the named parties to the suit (including any added or third parties) including the Corporation and the Indemnified Party have been advised in writing by outside counsel that representation of the Indemnified Party by counsel for the Corporation is inappropriate as a result of the potential or actual conflicting interests of those represented; |
(in each of the cases set out in Subsections 10.2(a), (b) or (c), the Corporation shall not have the right to assume the defence of the suit on behalf of the Indemnified Party, but the Corporation shall be liable to pay the reasonable fees and expenses of separate counsel for all Indemnified Parties and, in addition, of local counsel in each applicable jurisdiction on a solicitor and own client basis). Notwithstanding the foregoing, no settlement may be made by an Indemnified Party without the prior written consent of the Corporation, which consent shall not be unreasonably withheld. |
10.3 | The Corporation hereby acknowledges and agrees that, with respect to this Section 10, the Underwriters are contracting on their own behalf and as agents for their Control Persons, affiliates, directors, officers, employees, shareholders and agents and each of their Control Persons and affiliates’ respective directors, officers, employees, shareholders, and agents (collectively, the “Beneficiaries”). In this regard, each of the Underwriters shall act as trustee for the Beneficiaries of the covenants of the Corporation under this Section 10 with respect to the Beneficiaries and accept these trusts and will hold and enforce those covenants on behalf of the Beneficiaries. |
10.4 | In order to provide for just and equitable contribution in circumstances in which an indemnity provided in Section 10 would otherwise be available in accordance with its terms but is, for any reason not solely attributable to any one or more of the Indemnified Parties, held to be unavailable to or unenforceable by the Indemnified Parties or enforceable otherwise than in accordance with its terms, the Underwriters and the Corporation, as the case may be, shall contribute to the aggregate of all Claims (other than losses of profits in connection with the distribution of the Units and the Additional Units) of the nature contemplated in Section 10 and suffered or incurred by the Indemnified Parties in proportions reflective of the relative benefits received by the Corporation and |
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any Indemnified Party, as well as their relative fault and any other relevant equitable considerations, as determined by a court of competent jurisdiction; provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriters’ Fee or any portion actually received. |
10.5 | No party guilty of gross negligence, wilful misconduct, fraud or fraudulent misrepresentation shall be entitled to claim indemnification under this Section 10 or contribution under Section 10.4 from any person who is not guilty of such gross negligence, wilful misconduct, fraud or fraudulent misrepresentation. |
10.6 | The rights to contribution provided in this section shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law provided that Section 10.4 shall apply, mutatis mutandis, in respect of that other right. |
10.7 | The obligations under this Section 10 shall apply from March 7, 2007, the date of the engagement letter between the Lead Underwriter and the Corporation, and shall apply whether or not the transactions contemplated by this Agreement are completed and shall survive the completion of the transactions contemplated under this Agreement and the termination of this Agreement. |
11.1 | Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by the Corporation to comply with any such conditions in favour of the Underwriters shall entitle the Underwriters to terminate their obligation to purchase the Units and, if applicable, the Additional Units by written notice to that effect given to the Corporation prior to the Time of Closing on the Closing Date and if applicable, in respect of the Additional Units, the Over-Allotment Closing Date. The Corporation shall use its best efforts to cause all conditions in this Agreement to be satisfied. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non-compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing. |
11.2 | In addition to any other remedies which may be available to the Underwriters, this Agreement and any subscriptions for Units and Additional Units received by the Underwriters may be terminated by the Underwriters upon delivery of written notice from the Lead Underwriter to the Corporation at any time up to the Time of Closing on the Closing Date and if applicable, in respect of the Additional Units, the Over-Allotment Closing Date: |
(a) | if there shall occur any material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation and its subsidiaries considered as one enterprise, and which in the Underwriters’ opinion would reasonably be expected to have a material adverse effect on the market price or value of any of the Units, Additional Units or the Common Shares generally; | ||
(b) | if the Underwriters or their representatives, through their due diligence investigations, discover any misrepresentation, or there is in the opinion of the Underwriters a material adverse change or a change in a material fact or a new material fact which could result or could reasonably be expected to result in the purchasers of a material number of Units or Additional Units exercising their right under any of the Applicable Securities Laws to withdraw from their purchase thereof or could reasonably be expected to have a significant adverse effect on the market price or value of the Common Shares; |
- 35 -
(c) | if the state of financial markets in Canada or the United States is such that, in the reasonable opinion of the Underwriters (or any of them), the Units cannot be marketed profitably; | ||
(d) | if there should occur any suspension or limitation of trading in securities generally on an Exchange, or if a general moratorium on commercial banking activities in Toronto, New York or Johannesburg should be declared by the relevant authorities, or if, in relation to the Corporation which in the reasonable opinion of the Underwriters (or any of them) operates to prevent or materially restrict trading of the Common Shares or the distribution of the Units and Additional Units; | ||
(e) | if any inquiry, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued by any Exchange or market, or by any other regulatory authority or a court in Canada or the United States or under or pursuant to any statute of Canada or any province or territory thereof (other than an inquiry, investigation or other proceeding based solely upon the activities or alleged activities of any Underwriter, agent or selling firm), or if any law or regulation under or pursuant to any statute of Canada or of any province or territory thereof or of the United States is promulgated or changed or there is any change of law or the interpretation or administration thereof by a securities regulator or other public authority, which in the reasonable opinion of the Underwriters, operates to prevent or materially restrict the trading of the Common Shares or the distribution of the Units and Additional Units; or | ||
(f) | if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, including without limiting the generality of the foregoing, any military conflict, civil insurrection, or any terrorist action (whether or not in connection with such conflict or insurrection) which, in the Underwriters’ opinion, materially adversely affects or involves, or will materially adversely affect or involve, the Canadian or United States financial markets and/or prevents or materially restricts the trading of the Common Shares or the distribution of the Units and Additional Units. |
11.3 | The Underwriters shall use commercially reasonable efforts to give notice to the Corporation (in writing or by other means) of the occurrence of any of the events referred to in Section 11.2 provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Underwriters to exercise this right at any time prior to or at the Time of Closing on the Closing Date and if applicable, in respect of the Additional Units, the Over-Allotment Closing Date. |
11.4 | The rights of termination contained in this Section 11 as may be exercised by the Underwriters are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement. |
11.5 | If the obligations of the Underwriters are terminated under this Agreement pursuant to these termination rights, the Corporation’s liabilities to the Underwriters shall be limited to the Corporation’s obligations under Sections 5.1(l), 5.1(s), 6, 10 and 11. |
12. | GENERAL |
12.1 | Any notice to be given hereunder shall be in writing and may be given by telecopier or by hand delivery and shall, in the case of notice to the Corporation, be addressed and telecopied or delivered to: |
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Suite 1020 – 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Ferdi Dippenaar
Fax No.: + 0 000 000-0000
1500 Royal Centre,
0000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Xxxxxxx X. Xxxxxxxxx
Fax No.: + 0 000 000-0000
0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxx Xxxxx
Fax No.: + 000 00 000 000-0000
000 Xxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx X. Xxxx
Fax No.: + 0 000 000-0000
0000-000 Xxxxxxx Xx.
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Xxxxx X. Defer
Fax No.: + 0 000 000-0000
Royal Bank Plaza, South Tower
000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxx Xxxxxxxx
Fax No.: + 0 000 000-0000
0000-0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx XX X0X 0X0
Attention: Xxxx Xxxxxxxx
Fax No.: + 0 000 000-0000
- 37 -
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxx
Fax No.: + 0 000 000-0000
The Corporation and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above. |
12.2 | Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this Section 12.2 or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies under this Agreement. |
12.3 | This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein and this Agreement supersedes any previous agreements, arrangements or understandings among the parties, including the engagement letter dated March 7, 2007 other than sections 5 and 11 regarding due diligence and payment of expenses. |
12.4 | The headings in this Agreement are for reference only and do not constitute terms of the Agreement. | |
12.5 | This Agreement, including the representations, warranties and covenants contained herein, shall survive the completion of the Offering hereunder and shall continue in full force and effect and be binding upon the Corporation notwithstanding the completion of the Offering. | |
12.6 | No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by the parties directly affected by such alteration, amendment, modification or interpretation. | |
12.7 | The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date and, if applicable, the Over-Allotment Closing Date, reasonably required in order to carry out the full intent and meaning of this Agreement. | |
12.8 | This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto. | |
12.9 | This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the Canadian federal laws applicable therein. | |
12.10 | The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. |
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12.11 | This Agreement may be signed by the parties in as many counterparts as may be deemed necessary and may be delivered by facsimile, all of which so signed and delivered shall be deemed to be an original and together shall constitute one and the same instrument. |
- 39 -
Per:
|
“Xxxxxxx Xxxxx” | |||
Xxxxxxx Xxxxx |
Per:
|
“Xxxx X. Xxxx” | |||
Xxxx X. Xxxx |
Per:
|
“Xxxxx X. Defer” | |||
Xxxxx X. Defer |
Per:
|
“Xxxxxxx Xxxxxxxx | |||
Xxxxxxx Xxxxxxxx |
Per:
|
“Ferdi Dippenaar” | |||
Ferdi Dippenaar | ||||
President and CEO |
Common Shares |
113,721,713 |
Exercise | Number | |||||||||||||
Other Equity types | Expiry date | price(Cdn) | granted | Total | ||||||||||
Options |
September 28, 2007 | $ | 1.15 | 440,000 | $ | 506,000 | ||||||||
December 20, 2007 | $ | 1.17 | 545,000 | $ | 637,650 | |||||||||
December 14, 2007 | $ | 1.14 | 15,000 | $ | 17,100 | |||||||||
December 19, 2008 | $ | 1.62 | 1,900,000 | $ | 3,078,000 | |||||||||
March 31, 2009 | $ | 2.07 | 2,861,000 | $ | 5,922,770 | |||||||||
March 31, 2009 | $ | 2.45 | 180,000 | $ | 441,000 | |||||||||
April 30, 2009 | $ | 2.07 | 107,500 | $ | 222,525 | |||||||||
April 30, 2009 | $ | 2.45 | 456,500 | $ | 1,118,425 | |||||||||
October 23, 2009 | $ | 2.07 | 400,000 | $ | 828,000 | |||||||||
December 31, 2010 | $ | 1.14 | 680,000 | $ | 775,200 | |||||||||
April 30, 2011 | $ | 2.45 | 1,255,000 | $ | 3,074,750 | |||||||||
November 8, 2011 | $ | 2.45 | 90,000 | $ | 220,500 | |||||||||
8,930,000 | $ | 16,841,420 | ||||||||||||
Warrants
(see Note
2 below) |
ZAR 12.90 | 2,000,000 |
1. | The Corporation has an obligation to issue approximately 7.94 million Common Shares to Hecla Limited in order to complete the purchase of Hecla Venture Corp. |
2. | 2,000,000 Common Shares pursuant to common share purchase warrants issued to former shareholders of Southgold Exploration (Proprietary) Limited under a 2006 Settlement Agreement |
3. | The Corporation has agreed in principle to issue 19,938,650 Common Shares to Xxxxxxx Gold (Proprietary) Limited under its 2007 BEE transaction described in the Prospectus. |
4. | On March 29, 2007 the Corporation’s compensation committee resolved to grant a further 4.045M options to employees and management under its Option Plan but pricing of these options will not occur until after closing of the short form prospectus offering. |
Permit | Old File Ref | Farm | ||||||||||||||||||||||
Number | No | New File Ref No | District | Farm Name | No | Portion | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Bakkiesfontein | 568 IR | Ptn 1 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Barnardskop | 637 IR | Ptn 2 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Barnardskop | 637 IR | Ptn 3 | ||||||||||||||||||
26/2004 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxx | 000 XX | Ptn 4 (41.67%) | ||||||||||||||||||
26/2004 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxx | 000 XX | Ptn 5 | ||||||||||||||||||
26/2004 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxx | 000 XX | Ptn 6 (r/e) | ||||||||||||||||||
26/2004 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxx | 000 XX | Ptn 7 (r/e) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Barnardskop | 637 IR | Ptn 8 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Barnardskop | 637 IR | Ptn 9 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Barnardskop | 637 IR | Ptn 11 | ||||||||||||||||||
26/2004 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxx | 000 XX | R/e | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1059 | Balfour | Brakfontein | 513 IR | Ptn 2 (r/e) | ||||||||||||||||||
35/2001 |
OT 5/2/2/620 | MP 30/5/1/1/2/1218 | Balfour | Brakfontein | 513 IR | Ptn 8 (a ptn of ptn 2) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Brakfontein | 513 IR | Ptn 10 (r/e) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Brakfontein | 513 IR | Ptn 11 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Brakfontein | 513 IR | Ptn 13 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Brakfontein | 513 IR | Ptn 14 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Brakfontein | 513 IR | Ptn 16 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Dagbreek | 551 IR | Ptn 1 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Dagbreek | 551 IR | Ptn 2 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Dagbreek | 551 IR | R/E | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Doornhoek | 577 IR | Ptn 27 (ptn of 17) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Hartbeestfontein | 638 IR | Ptn 10 (r/e) Ptn of 5 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Kleinfontein | 567 IR | Ptn 1 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Kleinfontein | 567 IR | Ptn 3 (50%) | ||||||||||||||||||
26/2004 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxxx | 000 XX | R/e | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Mooiplaas | 614 IR | Formerly RE 3 of Rooiwal 607 IR | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietbult Estates | 505 IR | RE 2 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietbult Estates | 505 IR | RE 3 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietbult Estates | 505 IR | RE 4 | ||||||||||||||||||
35/2001 |
OT 5/2/2/620 | MP 30/5/1/1/2/1218 | Balfour | Rietbult Estates | 505 IR | Ptn 1 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietbult Estates | 505 IR | Ptn 5 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietbult Estates | 505 IR | Ptn 8 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietbult Esates | 505 IR | Ptn 10 (now consolidated to Rietfontein 509 IR) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rietfontein | 553 IR | All |
- 2 -
Permit | Old File Ref | Farm | ||||||||||||||||||||||
Number | No | New File Ref No | District | Farm Name | No | Portion | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 7 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 8 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 9 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 10 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 11 (2401 claims) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 11 (482 claims) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 12 (2401 claims) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 12 (482 claims) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 13 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 15 (Now ptn 24) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 16 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 20 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rietfontein | 561 IR | Ptn 24 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rietfontein | 566 IR | Ptn 4 (r/e) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rietvalei | 546 IR | Ptn 2 (r/e) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rietvalei | 546 IR | Ptn 3 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rietvalei | 546 IR | Ptn 4 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rietvalei | 546 IR | Ptn 5 | ||||||||||||||||||
18/2001 |
OT 5/2/2/585 | MP 30/5/1/1/2/1038 | Balfour | Rietvalei | 546 IR | Ptn 6 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rietvly | 600 IR | Ptn 26 (ptn of 5) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | RE 13 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 14 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | RE 15 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 16 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn17 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 18 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Roodepoort | 598 IR | Ptn 19 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Roodepoort | 598 IR | Ptn 20 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 22 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Roodepoort | 598 IR | Ptn 23 (ptn of 8) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 24 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 25 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 26 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Roodepoort | 598 IR | Ptn 27 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rustfontein | 548 IR | Ptn 1 (80%) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rustfontein | 548 IR | Ptn 1 (80%) | ||||||||||||||||||
27/2001 |
OT 5/2/2/613 | MP 30/5/1/1/2/1101 | Balfour | Rustfontein | 548 IR | Ptn 9 ( ptn of ptn 5) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rustfontein | 548 IR | Ptn 10 (r/e) ptn of 4 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rustfontein | 548 IR | Ptn 11 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rustfontein | 548 IR | Ptn 12 (r/e) (Ptn of 7) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rustfontein | 548 IR | Ptn 15 (ptn of 13) |
- 2 -
Permit | Old File Ref | Farm | ||||||||||||||||||||||
Number | No | New File Ref No | District | Farm Name | No | Portion | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Rustfontein | 548 IR | Ptn 16 (r/e) ptn of 13 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rustfontein | 548 IR | RE | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Rustfontein | 548 IR | RE of 7 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rustfontein | 548 IR | Part of ptn 26 (25%) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rustfontein | 548 IR | Ptn 17 (25%) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rustfontein | 548 IR | Ptn 18 (25%) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rustfontein | 548 IR | Ptn 20 (25%) | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Rustfontein | 548 IR | RE of ptn 5 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Xxxxxxx | Xxxx Sombra | 570 IR | Part of | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Springfontein | 549 IR | Ptn 1 (r/e) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Springfontein | 549 IR | Ptn 4 (r/e) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Springfontein | 549 IR | Ptn 5 (r/e) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Springfontein | 549 IR | Ptn 15 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Springfontein | 549 IR | R/E | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Stryfontein | 609 IR | Ptn 2 (r/e) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Stryfontein | 609 IR | Ptn 15 (ptn of 4) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Stryfontein | 609 IR | Ptn 17 (ptn of 4) | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 3 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 9 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 10 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 11 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 13 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 15 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 547 IR | Ptn 16 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 550 IR | Ptn 1 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 550 IR | Ptn 2 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 550 IR | Ptn 4 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 550 IR | R/E | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Van Kolderskop | 552 IR | All | ||||||||||||||||||
35/2001 |
OT 5/2/2/620 | MP 30/5/1/1/2/1218 | Balfour | Vlakfontein | 556 IR | Ptn 2 | ||||||||||||||||||
35/2001 |
OT 5/2/2/620 | MP 30/5/1/1/2/1218 | Balfour | Vlakfontein | 556 IR | Ptn 4 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 5 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 6 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Vlakfontein | 556 IR | Ptn 9 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 10 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 11 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 18 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 21 | ||||||||||||||||||
16/2002 |
OT 5/2/2/639 | MP 30/5/1/1/2/1065 | Balfour | Vlakfontein | 556 IR | Ptn 23 | ||||||||||||||||||
16/2002 |
XX 0/0/0/000 | XX 00/0/0/0/0/0000 | Xxxxxxx | Xxxxxxxxxxx | 000 XX | RE | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Vlakfontein | 558 IR | Ptn 31 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Vlakfontein | 558 IR | RE 1 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Vlakfontein | 599 IR | Ptn 4 (ptn of 1) |
- 2 -
Permit | Old File Ref | Farm | ||||||||||||||||||||||
Number | No | New File Ref No | District | Farm Name | No | Portion | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Vlakfontein | 599 IR | Ptn 5 (ptn of 1) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Vlakfontein | 599 IR | Ptn 19 (ptn of 1) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Vlakfontein | 599 IR | Ptn 20 (ptn of 1) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Vlakfontein | 599 IR | Ptn 28 (ptn of 21) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 17 (ptn of 1) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 18 (ptn of 1) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 20 (ptn of 18) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 21 (ptn of 17) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 22 (ptn of 17) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 24 (ptn of 1) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Witpoort | 565 IR | Ptn 25 (ptn of 11) | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Zyferfontein | 576 IR | Ptn 6 | ||||||||||||||||||
26/2004 |
OT 5/2/2/799 | MP 30/5/1/1/2/1059 | Balfour | Zyferfontein | 576 IR | Ptn 11 | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Zyferfontein | 576 IR | RE | ||||||||||||||||||
30/2003 |
OT 5/2/2/764 | MP 30/5/1/1/2/1030 | Balfour | Zyferfontein | 576 IR | RE of ptn 4 |
- 2 -
Permit | ||||||||||||
Number | Old File Ref No | New File Ref No | District | Farm Name | Farm No | Portion | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Bakkiesfontein | 568 IR | R/e | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Balfour | 557 IR | RE | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Balfour | 557 IR | Ptn 7 (now ext 4 of Siyathemba) | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | RE | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 1 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 2 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 3 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 4 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 5 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 6 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 7 | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Bantoedorp | 555 IR | Ptn 9 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Brakfontein | 513 IR | Mineral Area 2 on remainder of the farm | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Doornhoek | 577 IR | Ptn 11 (r/e) Ptn of 4 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Doornhoek | 577 IR | Ptn 17(r/e) Ptn of 5 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Doornhoek | 577 IR | Ptn 18 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Herpsfontein | 610 IR | Re of ptn 1 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Herpsfontein | 610 IR | Ptn 7 (ptn of 1) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Herpsfontein | 610 IR | Ptn 14 (4) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Kleinfontein | 567 IR | Former Ptn 2 now forming part of Solly Sombra 570 IR | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Roodepoort | 598 IR | RE | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Roodepoort | 598 IR | Ptn 5 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Roodepoort | 598 IR | Ptn 7 (ptn of 1) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Roodepoort | 598 IR | Ptn 7 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Roodepoort | 598 IR | Ptn 9 (r/e) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Roodepoort | 598 IR | Ptn 12 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Rustfontein | 548 IR | Former ptn 25 now forming part of ptn 26 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Silverbank | 611 IR | Ptn 4 (r/e) | ||||||
N/A |
N/A | MP 30/5/1/1/2/656 | Balfour | Springfontein | 549 IR | Ptn 14 |
- 2 -
Permit | ||||||||||||
Number | Old File Ref No | New File Ref No | District | Farm Name | Farm No | Portion | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Stryfontein | 609 IR | Ptn 16 (ptn of 4) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Van Kolderskop | 547 IR | Ptn 12 (Ptn of 11) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Van Kolderskop | 547 IR | Ptn 17 (R/e) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Van Kolderskop | 547 IR | Ptn 18 (ptn of 17) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Van Kolderskop | 547 IR | Ptn 19 (ptn of 17) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Van Kolderskop | 547 IR | Ptn 20 (ptn of 17) | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Vlakfontein | 556 IR | Ptn 12 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Vlakfontein | 558 IR | Ptn 21 (ptn of 9) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Vlakfontein | 558 IR | Ptn 24 (ptn of 10) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Vlakfontein | 558 IR | Ptn 26 (ptn of 10) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Vlakfontein | 558 IR | Ptn 57 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Vlakfontein | 599 IR | Ptn 6 (ptn of 2) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 545 IR | Mineral Area 1 | ||||||
(excluding coal | ||||||||||||
rights over MA 2) | ||||||||||||
These 2 Mineral | ||||||||||||
Areas fall under | ||||||||||||
the surface areas | ||||||||||||
of Ptn 4 & 5 of the farm | ||||||||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 2 (r/e) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 11 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 12 (ptn of 11) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 19 (ptn of 1) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 23 (ptn of 1) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 26 (ptn of 11) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 30 (ptn of 2) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Witpoort | 565 IR | Ptn 33 (ptn of 2) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE of 4 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | Ptn 12 (ptn of 4) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | Ptn 13 (ptn of 4) |
- 2 -
Permit | ||||||||||||
Number | Old File Ref No | New File Ref No | District | Farm Name | Farm No | Portion | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | Ptn 14 (ptn of 4) | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Zyferfontein | 576 IR | Ptn 15 (r/e) ptn of 7 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE of 29 (ptn of 7) | ||||||
NA |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | Ptn 47 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE of 51 (ptn of 52) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE of 52 (ptn of 29) | ||||||
NA |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE of 53 (ptn of 29) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | RE of 54 (ptn of 29) | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Zyferfontein | 576 IR | Previous ptn 60 (ptn of 15) Now RE of 60 and ptn 61 | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | Ptn 64 (ptn of 29) | ||||||
N/A |
OT 5/2/2/855 | MP 30/5/1/1/2/22 | Balfour | Zyferfontein | 576 IR | Ptn of 65 (ptn of 53) | ||||||
N/A |
N/A | MP 30/5/1/1/2/703 | Balfour | Zyferfontein | 576 IR | Ptn 68 (ptn of 55) |
- 2 -
CLAIM | CLAIM | CLAIM | ||||||||||||||||||||||
NAME | BLM NO.s | NAME | BLM NO.s | NAME | BLM NO.s | |||||||||||||||||||
ANT 25 |
NMC-405046 | XXXXX 28 | NMC-103793 | XXX 7 | NMC-428063 | |||||||||||||||||||
ANT 26 |
NMC-405047 | XXXXX 29 | NMC-103794 | XXX 8 | NMC-428064 | |||||||||||||||||||
WDF 1 |
NMC-395835 | XXXXX 30 | NMC-103795 | XXX 9 | NMC-428065 | |||||||||||||||||||
WDF 2 |
NMC-395836 | LAY 11 | NMC-402863 | XXX 10 | NMC-428066 | |||||||||||||||||||
WDF 37 |
NMC-395871 | LAY 12 | NMC-402864 | XXX 11 | NMC-428067 | |||||||||||||||||||
WDF 38 |
NMC-395872 | LAY 13 | NMC-402865 | XXX 12 | NMC-428068 | |||||||||||||||||||
MWB 1 |
NMC-515540 | LAY 14 | NMC-402866 | XXX 13 | NMC-428069 | |||||||||||||||||||
CLYN 96 |
NMC-679554 | LAY 15 | NMC-402867 | XXX 14 | NMC-428070 | |||||||||||||||||||
CLYN 97 |
NMC-679555 | LAY 16 | NMC-402868 | XXX 15 | NMC-428071 | |||||||||||||||||||
CLYN 98 |
NMC-679556 | LAY 17 | NMC-402869 | XXX 16 | NMC-428072 | |||||||||||||||||||
CLYN 99 |
NMC-679557 | LAY 18 | NMC-402870 | HOL 10 | NMC-500485 | |||||||||||||||||||
CLYN 100 |
NMC-679558 | LAY 19 | NMC-402871 | HOL 11 | NMC-500486 | |||||||||||||||||||
CLYN 101 |
NMC-679559 | LAY 20 | NMC-402872 | HOL 12 | NMC-500487 | |||||||||||||||||||
CLYN 142 |
NMC-679600 | LAY 21 | NMC-402873 | HOL 13 | NMC-500488 | |||||||||||||||||||
CLYN 143 |
NMC-679601 | LAY 22 | NMC-402874 | HOL 14 | NMC-500489 | |||||||||||||||||||
CLYN 145 |
NMC-679603 | LAY 23 | NMC-402875 | HOL 15 | NMC-500490 | |||||||||||||||||||
CLYN 146 |
NMC-679604 | LAY 24 | NMC-402876 | HOL 16 | NMC-500491 | |||||||||||||||||||
CLYN 147 |
NMC-679605 | LAY 49 | NMC-402901 | HOL 17 | NMC-500492 | |||||||||||||||||||
CLYN 148 |
NMC-679606 | LAY 50 | NMC-402902 | HOL 18 | NMC-500493 | |||||||||||||||||||
CLYN 149 |
NMC-679607 | LAY 51 | NMC-402903 | HOL 29 | NMC-500504 | |||||||||||||||||||
CLYN 150 |
NMC-679608 | LAY 52 | NMC-402904 | HOL 30 | NMC-500505 | |||||||||||||||||||
CLYN 151 |
NMC-679609 | LAY 53 | NMC-402905 | CLYN 1 | NMC-679459 | |||||||||||||||||||
CLYN 152 |
NMC-679610 | LAY 54 | NMC-402906 | CLYN 2 | NMC-679460 | |||||||||||||||||||
CLYN 153 |
NMC-679611 | LAY 55 | NMC-402907 | CLYN 3 | NMC-679461 | |||||||||||||||||||
CLYN 154 |
NMC-679612 | LAY 56 | NMC-402908 | CLYN 4 | NMC-679462 | |||||||||||||||||||
CLYN 155 |
NMC-679613 | LAY 57 | NMC-402909 | CLYN 5 | NMC-679463 | |||||||||||||||||||
CLYN 156 |
NMC-679614 | LAY 58 | NMC-402910 | CLYN 6 | NMC-679464 | |||||||||||||||||||
CLYN 157 |
NMC-679615 | LAY 107 | NMC-402959 | CLYN 7 | NMC-679465 | |||||||||||||||||||
CLYN 158 |
NMC-679616 | LAY 109 | NMC-402961 | CLYN 8 | NMC-679466 | |||||||||||||||||||
CLYN 159 |
NMC-679617 | LAY 111 | NMC-402963 | CLYN 9 | NMC-679467 | |||||||||||||||||||
CLYN 160 |
NMC-679618 | LAY 113 | NMC-402965 | CLYN 10 | NMC-679468 | |||||||||||||||||||
CLYN 196 |
NMC-679654 | LAY 115 | NMC-402967 | CLYN 11 | NMC-679469 | |||||||||||||||||||
CLYN 197 |
NMC-679655 | ANT 8 | NMC-405029 | CLYN 12 | NMC-679470 | |||||||||||||||||||
CLYN 198 |
NMC-679656 | ANT 9 | NMC-405030 | CLYN 13 | NMC-679471 | |||||||||||||||||||
CLYN 199 |
NMC-679657 | ANT 10 | NMC-405031 | CLYN 14 | NMC-679472 | |||||||||||||||||||
CLYN 200 |
NMC-679658 | ANT 11 | NMC-405032 | CLYN 15 | NMC-679473 | |||||||||||||||||||
CLYN 201 |
NMC-679659 | ANT 12 | NMC-405033 | CLYN 16 | NMC-679474 | |||||||||||||||||||
CLYN 202 |
NMC-679660 | ANT 13 | NMC-405034 | CLYN 17 | NMC-679475 | |||||||||||||||||||
CLYN 203 |
NMC-679661 | ANT 14 | NMC-405035 | CLYN 18 | NMC-679476 | |||||||||||||||||||
CLYN 204 |
NMC-679662 | ANT 15 | NMC-405036 | CLYN 19 | NMC-679477 | |||||||||||||||||||
CLYN 205 |
NMC-679663 | ANT 16 | NMC-405037 | CLYN 20 | NMC-679478 | |||||||||||||||||||
CLYN 206 |
NMC-679664 | ANT 17 | NMC-405038 | CLYN 21 | NMC-679479 | |||||||||||||||||||
CLYN 207 |
NMC-679665 | ANT 18 | NMC-405039 | CLYN 22 | NMC-679480 | |||||||||||||||||||
CLYN 208 |
NMC-679666 | ANT 19 | NMC-405040 | CLYN 23 | NMC-679481 | |||||||||||||||||||
CLYN 209 |
NMC-679667 | ANT 20 | NMC-405041 | CLYN 24 | NMC-679482 | |||||||||||||||||||
CLYN 210A |
NMC-842947 | ANT 21 | NMC-405042 | CLYN 25 | NMC-679483 | |||||||||||||||||||
CLYN 211 |
NMC-679669 | ANT 22 | NMC-405043 | CLYN 26 | NMC-679484 | |||||||||||||||||||
CLYN 212 |
NMC-679670 | ANT 23 | NMC-405044 | CLYN 27 | NMC-679485 | |||||||||||||||||||
CLYN 217 |
NMC-679675 | ANT 24 | NMC-405045 | CLYN 28 | NMC-679486 | |||||||||||||||||||
CLYN 218 |
NMC-679676 | ANT 27 | NMC-405048 | CLYN 29 | NMC-679487 | |||||||||||||||||||
CLYN 219 |
NMC-679677 | ANT 28 | NMC-405049 | CLYN 30 | NMC-679488 | |||||||||||||||||||
CLYN 220 |
NMC-679678 | ANT 29 | NMC-405050 | CLYN 31 | NMC-679489 | |||||||||||||||||||
CLYN 222 |
NMC-679680 | ANT 30 | NMC-405051 | CLYN 32 | NMC-679490 | |||||||||||||||||||
CLYN 224 |
NMC-679682 | XXX 1 | NMC-428057 | CLYN 33 | NMC-679491 | |||||||||||||||||||
CLYN 226 |
NMC-679684 | XXX 2 | NMC-428058 | CLYN 34 | NMC-679492 | |||||||||||||||||||
CLYN 228 |
NMC-679686 | XXX 3 | NMC-428059 | CLYN 35 | NMC-679493 | |||||||||||||||||||
CLYN 140 |
NMC-679598 | XXX 4 | NMC-428060 | CLYN 36 | NMC-679494 | |||||||||||||||||||
XXXXX 23 |
NMC-103790 | XXX 5 | NMC-428061 | CLYN 37 | NMC-679495 | |||||||||||||||||||
XXXXX 24 |
NMC-103791 | XXX 6 | NMC-428062 | CLYN 38 | NMC-679496 | |||||||||||||||||||
CLYN 39 |
NMC-679497 | CLYN 109 | NMC-679567 | WDF 48 | NMC-395882 | |||||||||||||||||||
CLYN 40 |
NMC-679498 | CLYN 110 | NMC-679568 | WDF 49 | NMC-395883 |
- 2 -
CLAIM | CLAIM | CLAIM | ||||||||||||||||||||||
NAME | BLM NO.s | NAME | BLM NO.s | NAME | BLM NO.s | |||||||||||||||||||
CLYN 41 |
NMC-679499 | CLYN 111 | NMC-679569 | WDF 50 | NMC-395884 | |||||||||||||||||||
CLYN 42 |
NMC-679500 | CLYN 112 | NMC-679570 | WDF 67 | NMC-395901 | |||||||||||||||||||
CLYN 43 |
NMC-679501 | CLYN 113 | NMC-679571 | WDF 68 | NMC-395902 | |||||||||||||||||||
CLYN 44 |
NMC-679502 | CLYN 114 | NMC-679572 | WDF 69 | NMC-395903 | |||||||||||||||||||
CLYN 45 |
NMC-679503 | CLYN 115 | NMC-679573 | WDF 70 | NMC-395904 | |||||||||||||||||||
CLYN 46 |
NMC-679504 | CLYN 116 | NMC-679574 | WDF 71 | NMC-395905 | |||||||||||||||||||
CLYN 47 |
NMC-679505 | CLYN 117 | NMC-679575 | WDF 72 | NMC-395906 | |||||||||||||||||||
CLYN 48 |
NMC-679506 | CLYN 118 | NMC-679576 | WDF 73 | NMC-395907 | |||||||||||||||||||
CLYN 49 |
NMC-679507 | CLYN 119 | NMC-679577 | WDF 74 | NMC-395908 | |||||||||||||||||||
CLYN 50 |
NMC-679508 | CLYN 120 | NMC-679578 | WDF 75 | NMC-395909 | |||||||||||||||||||
CLYN 51 |
NMC-679509 | CLYN 130 | NMC-679588 | WDF 76 | NMC-395910 | |||||||||||||||||||
CLYN 52 |
NMC-679510 | CLYN 131 | NMC-679589 | WDF 77 | NMC-395911 | |||||||||||||||||||
CLYN 53 |
NMC-679511 | CLYN 132 | NMC-679590 | WDF 78 | NMC-395912 | |||||||||||||||||||
CLYN 54 |
NMC-679512 | CLYN 133 | NMC-679591 | WDF 79 | NMC-395913 | |||||||||||||||||||
CLYN 55 |
NMC-679513 | CLYN 134 | NMC-679592 | WDF 80 | NMC-395914 | |||||||||||||||||||
CLYN 56 |
NMC-679514 | CLYN 135 | NMC-679593 | WDF 81 | NMC-395915 | |||||||||||||||||||
CLYN 62 |
NMC-679520 | CLYN 136 | NMC-679594 | WDF 82 | NMC-395916 | |||||||||||||||||||
CLYN 63 |
NMC-679521 | CLYN 137 | NMC-679595 | WDF 83 | NMC-395917 | |||||||||||||||||||
CLYN 64 |
NMC-679522 | CLYN 138 | NMC-679596 | WDF 84 | NMC-395918 | |||||||||||||||||||
CLYN 65 |
NMC-679523 | CLYN 139 | NMC-679597 | WDF 85 | NMC-395919 | |||||||||||||||||||
CLYN 66 |
NMC-679524 | WDF 6 | NMC-395840 | WDF 86 | NMC-395920 | |||||||||||||||||||
CLYN 67 |
NMC-679525 | WDF 3 | NMC-395837 | WDF 105 | NMC-395939 | |||||||||||||||||||
CLYN 68 |
NMC-679526 | WDF 4 | NMC-395838 | WDF 106 | NMC-395940 | |||||||||||||||||||
CLYN 69 |
NMC-679527 | WDF 7 | NMC-395841 | WDF 107 | NMC-395941 | |||||||||||||||||||
CLYN 70 |
NMC-679528 | WDF 8 | NMC-395842 | WDF 108 | NMC-395942 | |||||||||||||||||||
CLYN 71 |
NMC-679529 | WDF 9 | NMC-395843 | WDF 109 | NMC-395943 | |||||||||||||||||||
CLYN 72 |
NMC-679530 | WDF 10 | NMC-395844 | WDF 110 | NMC-395944 | |||||||||||||||||||
CLYN 73 |
NMC-679531 | WDF 11 | NMC-395845 | WDF 111 | NMC-395945 | |||||||||||||||||||
CLYN 74 |
NMC-679532 | WDF 12 | NMC-395846 | WDF 112 | NMC-395946 | |||||||||||||||||||
CLYN 75 |
NMC-679533 | WDF 13 | NMC-395847 | WDF 113 | NMC-395947 | |||||||||||||||||||
CLYN 76 |
NMC-679534 | WDF 14 | NMC-395848 | WDF 114 | NMC-395948 | |||||||||||||||||||
CLYN 77 |
NMC-679535 | WDF 15 | NMC-395849 | WDF 115 | NMC-395949 | |||||||||||||||||||
CLYN 78 |
NMC-679536 | WDF 16 | NMC-395850 | WDF 116 | NMC-395950 | |||||||||||||||||||
CLYN 79 |
NMC-679537 | WDF 17 | NMC-395851 | WDF 117 | NMC-395951 | |||||||||||||||||||
CLYN 80 |
NMC-679538 | WDF 18 | NMC-395852 | WDF 118 | NMC-395952 | |||||||||||||||||||
CLYN 81 |
NMC-679539 | WDF 19 | NMC-395853 | WDF 119 | NMC-395953 | |||||||||||||||||||
CLYN 82 |
NMC-679540 | WDF 25 | NMC-395859 | WDF 120 | NMC-395954 | |||||||||||||||||||
CLYN 83 |
NMC-679541 | WDF 26 | NMC-395860 | WDF 121 | NMC-395955 | |||||||||||||||||||
CLYN 84 |
NMC-679542 | WDF 27 | NMC-395861 | WDF 157 | NMC-395976 | |||||||||||||||||||
CLYN 85 |
NMC-679543 | WDF 28 | NMC-395862 | WDF 158 | NMC-395977 | |||||||||||||||||||
CLYN 86 |
NMC-679544 | WDF 29 | NMC-395863 | WDF 159 | NMC-395978 | |||||||||||||||||||
CLYN 87 |
NMC-679545 | WDF 30 | NMC-395864 | WDF 160 | NMC-395979 | |||||||||||||||||||
CLYN 88 |
NMC-679546 | WDF 31 | NMC-395865 | WDF 161 | NMC-395980 | |||||||||||||||||||
CLYN 89 |
NMC-679547 | WDF 32 | NMC-395866 | WDF 162 | NMC-395981 | |||||||||||||||||||
CLYN 90 |
NMC-679548 | WDF 33 | NMC-395867 | WDF 163 | NMC-395982 | |||||||||||||||||||
CLYN 91 |
NMC-679549 | WDF 34 | NMC-395868 | WDF 164 | NMC-395983 | |||||||||||||||||||
CLYN 92 |
NMC-679550 | WDF 35 | NMC-395869 | WDF 165 | NMC-395984 | |||||||||||||||||||
CLYN 93 |
NMC-679551 | WDF 36 | NMC-395870 | WDF 216 | NMC-396020 | |||||||||||||||||||
CLYN 94 |
NMC-679552 | WDF 39 | NMC-395873 | WDF 5 | NMC-395839 | |||||||||||||||||||
CLYN 95 |
NMC-679553 | WDF 40 | NMC-395874 | MWB 2 | NMC-515541 | |||||||||||||||||||
CLYN 102 |
NMC-679560 | WDF 41 | NMC-395875 | CLYN 128 | NMC-679586 | |||||||||||||||||||
CLYN 103 |
NMC-679561 | WDF 42 | NMC-395876 | CLYN 129 | NMC-679587 | |||||||||||||||||||
CLYN 104 |
NMC-679562 | WDF 43 | NMC-395877 | CLYN 57 | NMC-679515 | |||||||||||||||||||
CLYN 105 |
NMC-679563 | WDF 44 | NMC-395878 | CLYN 58 | NMC-679516 | |||||||||||||||||||
CLYN 106 |
NMC-679564 | WDF 45 | NMC-395879 | CLYN 59 | NMC-679517 | |||||||||||||||||||
CLYN 107 |
NMC-679565 | WDF 46 | NMC-395880 | CLYN 60 | NMC-679518 | |||||||||||||||||||
CLYN 108 |
NMC-679566 | WDF 47 | NMC-395881 | CLYN 61 | NMC-679519 | |||||||||||||||||||
CLYN 121 |
NMC-679579 | CLYN 236 | NMC-679694 | GAPFILLER | NMC-103767 | |||||||||||||||||||
CLYN 122 |
NMC-679580 | CLYN 237 | NMC-679695 | GAPFILLER 1 | NMC-103768 | |||||||||||||||||||
CLYN 123 |
NMC-679581 | CLYN 238 | NMC-679696 | XXXXX 1 | NMC-103769 | |||||||||||||||||||
CLYN 124 |
NMC-679582 | CLYN 239 | NMC-679697 | XXXXX 2 | NMC-103770 | |||||||||||||||||||
CLYN 125 |
NMC-679583 | CLYN 240 | NMC-679698 | XXXXX 3 | NMC-103771 | |||||||||||||||||||
CLYN 126 |
NMC-679584 | CLYN 241 | NMC-679699 | XXXXX 4 | NMC-103772 | |||||||||||||||||||
CLYN 127 |
NMC-679585 | CLYN 242 | NMC-679700 | XXXXX 5 | NMC-103773 | |||||||||||||||||||
CLYN 141 |
NMC-679599 | CLYN 243 | NMC-679701 | XXXXX 6 | NMC-103774 | |||||||||||||||||||
CLYN 144 |
NMC-679602 | CLYN 244 | NMC-679702 | XXXXX 7 | NMC-103775 |
- 2 -
CLAIM | CLAIM | CLAIM | ||||||||||||||||||||||
NAME | BLM NO.s | NAME | BLM NO.s | NAME | BLM NO.s | |||||||||||||||||||
CLYN 161 |
NMC-679619 | CLYN 245 | NMC-679703 | XXXXX 8 | NMC-103776 | |||||||||||||||||||
CLYN 162 |
NMC-679620 | CLYN 246 | NMC-679704 | XXXXX 9 | NMC-103777 | |||||||||||||||||||
CLYN 163 |
NMC-679621 | CLYN 247 | NMC-679705 | XXXXX 10 | NMC-103778 | |||||||||||||||||||
CLYN 164 |
NMC-679622 | CLYN 248 | NMC-679706 | XXXXX 11 | NMC-103779 | |||||||||||||||||||
CLYN 165 |
NMC-679623 | CLYN 249 | NMC-679707 | XXXXX 12 | NMC-103780 | |||||||||||||||||||
CLYN 166 |
NMC-679624 | CLYN 250 | NMC-679708 | XXXXX 13 | NMC-103781 | |||||||||||||||||||
CLYN 167 |
NMC-679625 | CLYN 251 | NMC-679709 | XXXXX 14 | NMC-103782 | |||||||||||||||||||
CLYN 168 |
NMC-679626 | CLYN 252 | NMC-679710 | XXXXX 15 | NMC-103783 | |||||||||||||||||||
CLYN 169 |
NMC-679627 | CLYN 253 | NMC-679711 | XXXXX 16 | NMC-103784 | |||||||||||||||||||
CLYN 170 |
NMC-679628 | CLYN 254 | NMC-679712 | XXXXX 17 | NMC-103785 | |||||||||||||||||||
CLYN 171 |
NMC-679629 | CLYN 255 | NMC-679713 | XXXXX 18 | NMC-103786 | |||||||||||||||||||
CLYN 172 |
NMC-679630 | CLYN 256 | NMC-679714 | XXXXX 19 | NMC-103787 | |||||||||||||||||||
CLYN 173 |
NMC-679631 | CLYN 257 | NMC-679715 | XXXXX 20 | NMC-103788 | |||||||||||||||||||
CLYN 174 |
NMC-679632 | CLYN 258 | NMC-679716 | XXXXX 21 | NMC-103789 | |||||||||||||||||||
CLYN 175 |
NMC-679633 | CLYN 259 | NMC-679717 | XXXXX 25 | NMC-103792 | |||||||||||||||||||
CLYN 176 |
NMC-679634 | CLYN 260 | NMC-679718 | XXXXX 31 | NMC-103796 | |||||||||||||||||||
CLYN 177 |
NMC-679635 | CLYN 261 | NMC-685077 | P | ICKUP 1 | NMC-617440 | ||||||||||||||||||
CLYN 178 |
NMC-679636 | XXXXX 53A | NMC-685130 | XXXXXXX XXXX 0X | XXX-000000 | |||||||||||||||||||
XXXX 179 |
NMC-679637 | XXXXX 54A | NMC-685131 | XXXXXXX XXXX 0X | XXX-000000 | |||||||||||||||||||
XXXX 180 |
NMC-679638 | XXXXX 55A | NMC-685132 | XXXXXXX XXXX 0X | XXX-000000 | |||||||||||||||||||
XXXX 181 |
NMC-679639 | XXXXX 56A | NMC-685133 | XXXXXXX XXXX 0X | XXX-000000 | |||||||||||||||||||
XXXX 182 |
NMC-679640 | XXXXX 57A | NMC-685134 | XXXXXXX XXXX 0X | XXX-000000 | |||||||||||||||||||
XXXX 183 |
NMC-679641 | XXXXX 58A | NMC-685135 | XXXXXXX XXXX 0X | XXX-000000 | |||||||||||||||||||
XXXX 184 |
NMC-679642 | XXXXX 59A | NMC-685136 | XXXXXX 1A | NMC-680346 | |||||||||||||||||||
CLYN 185 |
NMC-679643 | XXXXX 60A | NMC-685137 | XXXXXX 3A | NMC-680347 | |||||||||||||||||||
CLYN 186 |
NMC-679644 | XXXXX 61A | NMC-685138 | XXXXXX 5A | NMC-680348 | |||||||||||||||||||
CLYN 187 |
NMC-679645 | XXXXX 62A | NMC-685139 | XXXXXX 6A | NMC-680349 | |||||||||||||||||||
CLYN 188 |
NMC-679646 | XXXXX 63A | NMC-685140 | XXXXXX 7A | NMC-680350 | |||||||||||||||||||
CLYN 189 |
NMC-679647 | XXXXX 64A | NMC-685141 | XXXXXX 8A | NMC-680351 | |||||||||||||||||||
CLYN 190 |
NMC-679648 | XXXXX 65A | NMC-685142 | XXXXXX 9A | NMC-680352 | |||||||||||||||||||
CLYN 191 |
NMC-679649 | XXXXX 66A | NMC-685143 | XXXXXX 10A | NMC-680353 | |||||||||||||||||||
CLYN 192 |
NMC-679650 | XXXXX 67A | NMC-685144 | XXXXXX 11A | NMC-680354 | |||||||||||||||||||
CLYN 193 |
NMC-679651 | OLD TIMERS 5 | NMC-087306 | XXXXXX 12A | NMC-680355 | |||||||||||||||||||
CLYN 194 |
NMC-679652 | OLD TIMERS 6 | NMC-087307 | XXXXXX 13A | NMC-680356 | |||||||||||||||||||
CLYN 195 |
NMC-679653 | OLD TIMERS 7 | NMC-087308 | XXXXXX 14A | NMC-680357 | |||||||||||||||||||
CLYN 213 |
NMC-679671 | OLD TIMERS 8 | NMC-087309 | XXXXXX 15A | NMC-680358 | |||||||||||||||||||
CLYN 214 |
NMC-679672 | OLD TIMERS 9 | NMC-087310 | XXXXXX 16A | NMC-680359 | |||||||||||||||||||
CLYN 215 |
NMC-679673 | JIGGS 1 | NMC-087311 | XXXXXX 17A | NMC-680360 | |||||||||||||||||||
CLYN 216 |
NMC-679674 | JIGGS 2 | NMC-087312 | XXXXXX 18A | NMC-680361 | |||||||||||||||||||
CLYN 221 |
NMC-679679 | JIGGS 3 | NMC-087313 | XXXXXX 19A | NMC-680362 | |||||||||||||||||||
CLYN 223 |
NMC-679681 | JIGGS 4 | NMC-087314 | XXXXXX 20A | NMC-680363 | |||||||||||||||||||
CLYN 225 |
NMC-679683 | JIGGS 5 | NMC-087315 | XXXXXX 21A | NMC-680364 | |||||||||||||||||||
CLYN 227 |
NMC-679685 | CAR 1 | NMC-103752 | XXXXXX 22A | NMC-680365 | |||||||||||||||||||
CLYN 229 |
NMC-679687 | CAR 2 | NMC-103753 | XXXXXX 23A | NMC-680366 | |||||||||||||||||||
CLYN 230 |
NMC-679688 | CAR 3 | NMC-103754 | XXXXXX 24A | NMC-680367 | |||||||||||||||||||
CLYN 231A |
NMC-843122 | CAR 4 | NMC-103755 | XXXXXX 25A | NMC-680368 | |||||||||||||||||||
CLYN 232 |
NMC-679690 | CAR 5 | NMC-103756 | XXXXXX 26A | NMC-680369 | |||||||||||||||||||
XXXX 000X |
XXX-000000 | XXXXX 6 | NMC-103763 | XXXXXX 27A | NMC-680370 | |||||||||||||||||||
CLYN 234 |
NMC-679692 | XXXXX 7 | NMC-103764 | XXXXXX 28A | NMC-680371 | |||||||||||||||||||
CLYN 235 |
NMC-679693 | P | ICKUP 2 | NMC-103765 | XXXXXX 29A | NMC-680372 | ||||||||||||||||||
XXXXXX 30A |
NMC-680373 | XXXXXX 91A | NMC-680432 | HO 39 | NMC-788855 | |||||||||||||||||||
XXXXXX 31A |
NMC-680374 | XXXXXX 92A | NMC-680433 | HO 40 | NMC-788856 | |||||||||||||||||||
XXXXXX 32A |
NMC-680375 | XXXXXX 93A | NMC-680434 | HO 41 | NMC-788857 | |||||||||||||||||||
XXXXXX 33A |
NMC-680376 | XXXXXX 94A | NMC-680435 | HO 42 | NMC-788858 | |||||||||||||||||||
XXXXXX 34A |
NMC-680377 | XXXXXX 95A | NMC-680436 | HO 43 | NMC-788859 | |||||||||||||||||||
XXXXXX 37A |
NMC-680378 | XXXXXX 96A | NMC-680437 | HO 44 | NMC-788860 | |||||||||||||||||||
XXXXXX 38A |
NMC-680379 | XXXXXX 97A | NMC-680438 | HO 45 | NMC-788861 | |||||||||||||||||||
XXXXXX 39A |
NMC-680380 | XXXXXX 98A | NMC-680439 | HO 46 | NMC-788862 | |||||||||||||||||||
XXXXXX 40A |
NMC-680381 | XXXXXX 99A | NMC-680440 | HO 47 | NMC-788863 | |||||||||||||||||||
XXXXXX 41A |
NMC-680382 | XXXXXX 100A | NMC-680441 | HO 48 | NMC-788864 | |||||||||||||||||||
XXXXXX 42A |
NMC-680383 | XXXXXX 101A | NMC-680442 | HO 49 | NMC-788865 |
- 2 -
CLAIM | CLAIM | CLAIM | ||||||||||||||||||||||
NAME | BLM NO.s | NAME | BLM NO.s | NAME | BLM NO.s | |||||||||||||||||||
XXXXXX 43A |
NMC-680384 | XXXXXX 102A | NMC-680443 | HO 50 | NMC-788866 | |||||||||||||||||||
XXXXXX 44A |
NMC-680385 | XXXXXX 103A | NMC-680444 | HO 51 | NMC-788867 | |||||||||||||||||||
XXXXXX 45A |
NMC-680386 | XXXXXX 104A | NMC-680445 | HO 52 | NMC-788868 | |||||||||||||||||||
XXXXXX 46A |
NMC-680387 | XXXXXX 105A | NMC-680446 | HO 53 | NMC-788869 | |||||||||||||||||||
XXXXXX 47A |
NMC-680388 | XXXXXX 106A | NMC-680447 | HO 54 | NMC-788870 | |||||||||||||||||||
XXXXXX 48A |
NMC-680389 | XXXXXX 107A | NMC-680448 | HO 55 | NMC-788871 | |||||||||||||||||||
XXXXXX 49A |
NMC-680390 | XXXXXX 108A | NMC-680449 | HO 56 | NMC-788872 | |||||||||||||||||||
XXXXXX 50A |
NMC-680391 | XXXXXX 109A | NMC-680450 | HO 57 | NMC-788873 | |||||||||||||||||||
XXXXXX 51A |
NMC-680392 | XXXXXX 110A | NMC-680451 | HO 58 | NMC-788874 | |||||||||||||||||||
XXXXXX 52A |
NMC-680393 | XXXXXX 111A | NMC-680452 | HO 59 | NMC-788875 | |||||||||||||||||||
XXXXXX 53A |
NMC-680394 | HO 1 | NMC-788817 | HO 60 | NMC-788876 | |||||||||||||||||||
XXXXXX 54A |
NMC-680395 | HO 2 | NMC-788818 | HO 61 | NMC-788877 | |||||||||||||||||||
XXXXXX 55A |
NMC-680396 | HO 3 | NMC-788819 | HO 62 | NMC-788878 | |||||||||||||||||||
XXXXXX 56A |
NMC-680397 | HO 4 | NMC-788820 | HO 63 | NMC-788879 | |||||||||||||||||||
XXXXXX 57A |
NMC-680398 | HO 5 | NMC-788821 | HO 64 | NMC-788880 | |||||||||||||||||||
XXXXXX 58A |
NMC-680399 | HO 6 | NMC-788822 | HO 65 | NMC-788881 | |||||||||||||||||||
XXXXXX 59A |
NMC-680400 | HO 7 | NMC-788823 | HO 66 | NMC-788882 | |||||||||||||||||||
XXXXXX 60A |
NMC-680401 | HO 8 | NMC-788824 | HO 67 | NMC-788883 | |||||||||||||||||||
XXXXXX 61A |
NMC-680402 | HO 9 | NMC-788825 | HO 68 | NMC-788884 | |||||||||||||||||||
XXXXXX 62A |
NMC-680403 | HO 10 | NMC-788826 | HO 69 | NMC-788885 | |||||||||||||||||||
XXXXXX 63A |
NMC-680404 | HO 11 | NMC-788827 | HO 70 | NMC-788886 | |||||||||||||||||||
XXXXXX 64A |
NMC-680405 | HO 12 | NMC-788828 | HO 71 | NMC-788887 | |||||||||||||||||||
XXXXXX 65A |
NMC-680406 | HO 13 | NMC-788829 | HO 72 | NMC-788888 | |||||||||||||||||||
XXXXXX 66A |
NMC-680407 | HO 14 | NMC-788830 | HO 73 | NMC-788889 | |||||||||||||||||||
XXXXXX 67A |
NMC-680408 | HO 15 | NMC-788831 | HO 74 | NMC-788890 | |||||||||||||||||||
XXXXXX 68A |
NMC-680409 | HO 16 | NMC-788832 | HO 75 | NMC-788891 | |||||||||||||||||||
XXXXXX 69A |
NMC-680410 | HO 17 | NMC-788833 | HO 76 | NMC-788892 | |||||||||||||||||||
XXXXXX 70A |
NMC-680411 | HO 18 | NMC-788834 | HO 77 | NMC-788893 | |||||||||||||||||||
XXXXXX 71A |
NMC-680412 | HO 19 | NMC-788835 | HO 78 | NMC-788894 | |||||||||||||||||||
XXXXXX 72A |
NMC-680413 | HO 20 | NMC-788836 | HO 79 | NMC-788895 | |||||||||||||||||||
XXXXXX 73A |
NMC-680414 | HO 21 | NMC-788837 | HO 80 | NMC-788896 | |||||||||||||||||||
XXXXXX 74A |
NMC-680415 | HO 22 | NMC-788838 | HO 81 | NMC-788897 | |||||||||||||||||||
XXXXXX 75A |
NMC-680416 | HO 23 | NMC-788839 | HO 82 | NMC-788898 | |||||||||||||||||||
XXXXXX 76A |
NMC-680417 | HO 24 | NMC-788840 | HO 83 | NMC-788899 | |||||||||||||||||||
XXXXXX 77A |
NMC-680418 | HO 25 | NMC-788841 | HO 84 | NMC-788900 | |||||||||||||||||||
XXXXXX 78A |
NMC-680419 | HO 26 | NMC-788842 | HO 85 | NMC-788901 | |||||||||||||||||||
XXXXXX 79A |
NMC-680420 | HO 27 | NMC-788843 | HO 86 | NMC-788902 | |||||||||||||||||||
XXXXXX 80A |
NMC-680421 | HO 28 | NMC-788844 | HO 87 | NMC-788903 | |||||||||||||||||||
XXXXXX 81A |
NMC-680422 | HO 29 | NMC-788845 | HO 88 | NMC-788904 | |||||||||||||||||||
XXXXXX 82A |
NMC-680423 | HO 30 | NMC-788846 | HO 89 | NMC-788905 | |||||||||||||||||||
XXXXXX 83A |
NMC-680424 | HO 31 | NMC-788847 | HO 90 | NMC-788906 | |||||||||||||||||||
XXXXXX 84A |
NMC-680425 | HO 32 | NMC-788848 | HO 91 | NMC-788907 | |||||||||||||||||||
XXXXXX 85A |
NMC-680426 | HO 33 | NMC-788849 | HO 92 | NMC-788908 | |||||||||||||||||||
XXXXXX 86A |
NMC-680427 | HO 34 | NMC-788850 | HO 93 | NMC-788909 | |||||||||||||||||||
XXXXXX 87A |
NMC-680428 | HO 35 | NMC-788851 | HO 94 | NMC-788910 | |||||||||||||||||||
XXXXXX 88A |
NMC-680429 | HO 36 | NMC-788852 | HO 95 | NMC-788911 | |||||||||||||||||||
XXXXXX 89A |
NMC-680430 | HO 37 | NMC-788853 | HO 96 | NMC-788912 | |||||||||||||||||||
XXXXXX 90A |
NMC-680431 | HO 38 | NMC-788854 | HO 97 | NMC-788913 | |||||||||||||||||||
HO 98 |
NMC-788914 | AAG 15A | NMC-750332 | AAG 75A | NMC-750391 | |||||||||||||||||||
HO 99 |
NMC-788915 | AAG 16A | NMC-750333 | AAG 76A | NMC-750392 | |||||||||||||||||||
HO 100 |
NMC-788916 | AAG 17A | NMC-750334 | AAG 77A | NMC-750393 | |||||||||||||||||||
HO 101 |
NMC-788917 | AAG 18A | NMC-750335 | AAG 78A | NMC-750394 | |||||||||||||||||||
HO 102 |
NMC-788918 | AAG 19A | NMC-750336 | AAG 79A | NMC-750395 | |||||||||||||||||||
HO 103 |
NMC-788919 | AAG 20A | NMC-750337 | AAG 80A | NMC-750396 | |||||||||||||||||||
HO 104 |
NMC-788920 | AAG 21A | NMC-750338 | AAG 81A | NMC-750397 | |||||||||||||||||||
HO 105 |
NMC-788921 | AAG 22A | NMC-750339 | AAG 82A | NMC-750398 | |||||||||||||||||||
HO 106 |
NMC-788922 | AAG 23A | NMC-750340 | AAG 83A | NMC-750399 | |||||||||||||||||||
HO 107 |
NMC-788923 | AAG 24A | NMC-750341 | AAG 84A | NMC-750400 | |||||||||||||||||||
HO 108 |
NMC-788924 | AAG 25A | NMC-750342 | AAG 85A | NMC-750401 | |||||||||||||||||||
HO 109 |
NMC-788925 | AAG 26A | NMC-750343 | AAG 86A | NMC-750402 | |||||||||||||||||||
HO 110 |
NMC-788926 | AAG 27A | NMC-750344 | AAG 87A | NMC-750403 | |||||||||||||||||||
HO 111 |
NMC-788927 | AAG 28A | NMC-750345 | AAG 88A | NMC-750404 | |||||||||||||||||||
HO 112 |
NMC-788928 | AAG 29A | NMC-750346 | AAG 89A | NMC-750405 | |||||||||||||||||||
HO 113 |
NMC-788929 | AAG 30A | NMC-750347 | AAG 90A | NMC-750406 | |||||||||||||||||||
HO 114 |
NMC-788930 | AAG 31A | NMC-750348 | AAG 91A | NMC-750407 | |||||||||||||||||||
HO 115 |
NMC-788931 | AAG 32A | NMC-750349 | AAG 92A | NMC-750408 |
- 2 -
CLAIM | CLAIM | CLAIM | ||||||||||||||||||||||
NAME | BLM NO.s | NAME | BLM NO.s | NAME | BLM NO.s | |||||||||||||||||||
HO 116 |
NMC-788932 | AAG 33A | NMC-750350 | AAG 93A | NMC-750409 | |||||||||||||||||||
HO 117 |
NMC-788933 | AAG 34A | NMC-750351 | AAG 94A | NMC-750410 | |||||||||||||||||||
HO 118 |
NMC-788934 | AAG 35A | NMC-750352 | AAG 95A | NMC-750411 | |||||||||||||||||||
HO 119 |
NMC-788935 | AAG 36A | NMC-750353 | AAG 96A | NMC-750412 | |||||||||||||||||||
HO 120 |
NMC-788936 | AAG 37A | NMC-750354 | AAG 97A | NMC-750413 | |||||||||||||||||||
HO 121 |
NMC-788937 | AAG 38A | NMC-750355 | AAG 98A | NMC-750414 | |||||||||||||||||||
HO 122 |
NMC-788938 | AAG 39A | NMC-750356 | AAG 99A | NMC-750415 | |||||||||||||||||||
HO 123 |
NMC-788939 | AAG 40A | NMC-750357 | AAG 100A | NMC-750416 | |||||||||||||||||||
HO 124 |
NMC-788940 | AAG 41A | NMC-750358 | AAG 101A | NMC-750417 | |||||||||||||||||||
HO 125 |
NMC-788941 | AAG 43A | NMC-750359 | AAG 102A | NMC-750418 | |||||||||||||||||||
HO 126 |
NMC-788942 | AAG 44A | NMC-750360 | AAG 103A | NMC-750419 | |||||||||||||||||||
HO 127 |
NMC-788943 | AAG 45A | NMC-750361 | AAG 104A | NMC-750420 | |||||||||||||||||||
HO 128 |
NMC-788944 | AAG 46A | NMC-750362 | AAG 105A | NMC-750421 | |||||||||||||||||||
HO 129 |
NMC-788945 | AAG 47A | NMC-750363 | AAG 106A | NMC-750422 | |||||||||||||||||||
HO 130 |
NMC-788946 | AAG 48A | NMC-750364 | AAG 107A | NMC-750423 | |||||||||||||||||||
HO 131 |
NMC-788947 | AAG 49A | NMC-750365 | SC1 | NMC-796330 | |||||||||||||||||||
HO 132 |
NMC-788948 | AAG 50A | NMC-750366 | SC2 | NMC-796331 | |||||||||||||||||||
HO 133 |
NMC-790311 | AAG 51A | NMC-750367 | SC3 | NMC-796332 | |||||||||||||||||||
HO 134 |
NMC-790312 | AAG 52A | NMC-750368 | SC4 | NMC-796333 | |||||||||||||||||||
HO 135 |
NMC-790313 | AAG 53A | NMC-750369 | SC5 | NMC-796334 | |||||||||||||||||||
HO 136 |
NMC-790314 | AAG 54A | NMC-750370 | SC6 | NMC-796335 | |||||||||||||||||||
HO 137 |
NMC-790315 | AAG 55A | NMC-750371 | SC7 | NMC-796336 | |||||||||||||||||||
HO 138 |
NMC-790316 | AAG 56A | NMC-750372 | SC8 | NMC-796337 | |||||||||||||||||||
HO 139 |
NMC-790317 | AAG 57A | NMC-750373 | SC9 | NMC-796338 | |||||||||||||||||||
BMA 31B |
NMC-750315 | AAG 58A | NMC-750374 | SC10 | NMC-796339 | |||||||||||||||||||
BMA 32B |
NMC-750316 | AAG 59A | NMC-750375 | SC11 | NMC-796340 | |||||||||||||||||||
BMA 33B |
NMC-750317 | AAG 60A | NMC-750376 | SC12 | NMC-796341 | |||||||||||||||||||
AAG 1A |
NMC-750318 | AAG 61A | NMC-750377 | SC13 | NMC-796342 | |||||||||||||||||||
AAG 2A |
NMC-750319 | AAG 62A | NMC-750378 | SC14 | NMC-796343 | |||||||||||||||||||
AAG 3A |
NMC-750320 | AAG 63A | NMC-750379 | SC15 | NMC-796344 | |||||||||||||||||||
AAG 4A |
NMC-750321 | AAG 64A | NMC-750380 | SC16 | NMC-796345 | |||||||||||||||||||
AAG 5A |
NMC-750322 | AAG 65A | NMC-750381 | SC17 | NMC-796346 | |||||||||||||||||||
AAG 6A |
NMC-750323 | AAG 66A | NMC-750382 | SC18 | NMC-796347 | |||||||||||||||||||
AAG 7A |
NMC-750324 | AAG 67A | NMC-750383 | SC19 | NMC-796348 | |||||||||||||||||||
AAG 8A |
NMC-750325 | AAG 68A | NMC-750384 | SC20 | NMC-796349 | |||||||||||||||||||
AAG 9A |
NMC-750326 | AAG 69A | NMC-750385 | SC21 | NMC-796350 | |||||||||||||||||||
AAG 10A |
NMC-750327 | AAG 70A | NMC-750386 | SC22 | NMC-796351 | |||||||||||||||||||
AAG 11A |
NMC-750328 | AAG 71A | NMC-750387 | SC23 | NMC-796352 | |||||||||||||||||||
AAG 12A |
NMC-750329 | AAG 72A | NMC-750388 | SC24 | NMC-796353 | |||||||||||||||||||
AAG 13A |
NMC-750330 | AAG 73A | NMC-750389 | SC25 | NMC-796354 | |||||||||||||||||||
AAG 14A |
NMC-750331 | AAG 74A | NMC-750390 | SC26 | NMC-796355 | |||||||||||||||||||
SC27 |
NMC-796356 | SC51 | NMC-796380 | JO 10 | NMC-870759 | |||||||||||||||||||
SC28 |
NMC-796357 | SC52 | NMC-796381 | JO 11 | NMC-870760 | |||||||||||||||||||
SC29 |
NMC-796358 | SC53 | NMC-796382 | JO 12 | NMC-870761 | |||||||||||||||||||
SC30 |
NMC-796359 | SC54 | NMC-796383 | JO 13 | NMC-870762 | |||||||||||||||||||
SC31 |
NMC-796360 | SC55 | NMC-796384 | |||||||||||||||||||||
SC32 |
NMC-796361 | SC56 | NMC-796385 | |||||||||||||||||||||
SC33 |
NMC-796362 | SC57 | NMC-796386 | |||||||||||||||||||||
SC34 |
NMC-796363 | SC58 | NMC-796387 | |||||||||||||||||||||
SC35 |
NMC-796364 | SC59 | NMC-796388 | |||||||||||||||||||||
SC36 |
NMC-796365 | SC60 | NMC-796389 | |||||||||||||||||||||
SC37 |
NMC-796366 | SC61 | NMC-796390 | |||||||||||||||||||||
SC38 |
NMC-796367 | SC62 | NMC-796391 | |||||||||||||||||||||
SC39 |
NMC-796368 | SC63 | NMC-796392 | |||||||||||||||||||||
SC40 |
NMC-796369 | SC64 | NMC-796393 | |||||||||||||||||||||
SC41 |
NMC-796370 | SC65 | NMC-796394 | |||||||||||||||||||||
SC42 |
NMC-796371 | JO 1 | NMC-870750 | |||||||||||||||||||||
SC43 |
NMC-796372 | JO 2 | NMC-870751 | |||||||||||||||||||||
SC44 |
NMC-796373 | JO 3 | NMC-870752 | |||||||||||||||||||||
SC45 |
NMC-796374 | JO 4 | NMC-870753 | |||||||||||||||||||||
SC46 |
NMC-796375 | JO 5 | NMC-870754 | |||||||||||||||||||||
SC47 |
NMC-796376 | JO 6 | NMC-870755 | |||||||||||||||||||||
SC48 |
NMC-796377 | JO 7 | NMC-870756 | |||||||||||||||||||||
SC49 |
NMC-796378 | JO 8 | NMC-870757 | |||||||||||||||||||||
SC50 |
NMC-796379 | JO 9 | NMC-870758 |
Percentage Owned (Directly or | ||||||||
Name of Subsidiary | Jurisdiction | Indirectly) | ||||||
Great Basin Gold Inc. |
Nevada, USA | 100 | % | |||||
Rodeo Creek Gold Inc. |
Nevada, USA | 100 | % | |||||
Antler Peak Gold Inc. |
Nevada, USA | 100 | % | |||||
Touchstone Resources Company |
Nevada, USA | 100 | % | |||||
Southgold Exploration
(Proprietary) Limited |
South Africa | 100 | % | |||||
N5C Resources Inc. |
Cayman Islands | 100 | % | |||||
N6C Resources Inc. |
Cayman Islands | 100 | % | |||||
Great Basin Gold RSA
(Proprietary) Limited |
South Africa | 100 | % | |||||
Pacific
Sentinel Resources Inc. |
Yukon, Canada | 100 | % |