OR OTHER RECOGNIZED AND ENFORCEABLE AGREEMENTS OR INSTRUMENTS, WHICH
ARE CURRENTLY SUFFICIENT TO PERMIT THE COMPANY THROUGH ITS SUBSIDIARIES TO
EXPLORE THE MINERALS RELATING THERETO, AND ALL SUCH PROPERTY, LEASES OR CLAIMS
AND ALL PROPERTY, LEASES OR CLAIMS IN WHICH THE COMPANY OR THE SUBSIDIARIES HAVE
ANY INTEREST OR RIGHT HAVE BEEN VALIDLY LOCATED AND RECORDED IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND ARE VALID AND SUBSISTING;
(W)
THE COMPANY'S SUBSIDIARIES HAVE OBTAINED SURFACE RIGHTS, ACCESS
RIGHTS AND OTHER RIGHTS TO ONLY PORTIONS OF ITS HOLDINGS AS FOLLOWS: THE EL
AGUILA PROJECT HAS BEEN GRANTED SURFACE RIGHTS FOR EXPLORATION (INCLUDING THE LA
ARISTA UNDERGROUND VEIN DEPOSIT)
AND SURFACE RIGHTS FOR EXPLOITATION (THE EL
AGUILA OPEN PIT) IN THE AREA OF ITS MINING SITES AND MILL SITE (AND HAVE APPLIED
FOR SURFACE DISTURBANCE AT PORTAL OF UNDERGROUND MINE FOR LA ARISTA DEPOSIT);
LAS MARGARITAS HAS BEEN GRANTED SURFACE RIGHTS FOR EXPLORATION ON A PORTION OF
ITS CLAIMS; EL REY HAS BEEN GRANTED SURFACE RIGHTS FOR EXPLORATION ON A PORTION
OF ITS CLAIMS; AND NO SURFACE RIGHTS HAVE BEEN OBTAINED FOR EXPLORATION AT THE
SOLAGA PROPERTY;
(X)
THE COMPANY HAS NOT DECLARED OR PAID, OR COMMITTED TO DECLARE OR
PAY, ANY AMOUNT TO ANY PERSON IN RESPECT OF A PERFORMANCE OR INCENTIVE OR OTHER
BONUS IN CONNECTION WITH THE COMPLETION OF THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT;
(Y)
THE COMPANY'S SUBSIDIARIES HAVE TIMELY FILED APPLICATIONS WITH THE
RELEVANT
AUTHORITIES TO OBTAIN ALL NECESSARY PERMITS REQUIRED TO COMMENCE
MINING OPERATIONS (EXPLOITATION) AT THE
EL AGUILA PROJECT, INCLUDING BUT NOT
LIMITED TO: (I) THE RIGHTS TO USE GROUNDWATER; AND (II) AUTHORIZATION FOR THE
PURCHASE, STORAGE AND USE OF EXPLOSIVES;
(Z)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS SUBJECT TO ANY
CLAIM FOR WRONGFUL DISMISSAL, CONSTRUCTIVE DISMISSAL OR ANY OTHER CLAIM OR ANY
LITIGATION RELATING TO ITS EMPLOYEES OR INDEPENDENT CONTRACTORS (INCLUDING ANY
TERMINATION OF SUCH PERSONS) NOR TO THE COMPANY'S KNOWLEDGE ARE ANY SUCH CLAIMS
OR LITIGATION THREATENED, OTHER THAN THOSE CLAIMS OR SUCH LITIGATION AS WOULD
INDIVIDUALLY OR IN THE AGGREGATE NOT HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY;
(AA)
THE COMPANY AND EACH SUBSIDIARY HAS TIMELY FILED WITH ALL
APPLICABLE SECURITIES REGULATORY AUTHORITIES, AND ALL APPLICABLE SELF-REGULATORY
ORGANIZATIONS TRUE AND COMPLETE COPIES OF ALL FORMS, REPORTS, SCHEDULES,
STATEMENTS AND OTHER DOCUMENT REQUIRED TO
15
BE FILED BY IT, AND ALL SUCH DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS;
(BB)
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS OR INQUIRIES PENDING OR, TO
THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ITS
SUBSIDIARIES OR THEIR PROPERTY OR ASSETS AT LAW OR IN EQUITY OR BEFORE OR BY ANY
FEDERAL, MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COURT, COMMISSION, BOARD,
BUREAU, AGENCY OR INSTRUMENTALITY;
(CC)
THERE IS AND HAS BEEN NO FAILURE ON THE PART OF THE COMPANY OR ANY
OF THE COMPANY'S DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY
IN ALL MATERIAL RESPECTS WITH ANY APPLICABLE PROVISION OF THE SARBANES-OXLEY