AND REGULATIONS PROMULGATED THEREUNDER,
WHICH SHARES SHALL CONTAIN SUCH RESTRICTIVE LEGENDS REGARDING APPLICABLE HOLD
PERIODS AS REQUIRED BY SUCH SECURITIES LAWS.
1.2
FOR THE PURPOSES OF THIS AGREEMENT,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE CONTEXT OTHERWISE REQUIRES:
(A)
"THIS AGREEMENT" MEANS THIS MINING ACQUISITION AGREEMENT AND
ALL SCHEDULES ATTACHED HERETO;
(B)
ANY REFERENCE IN THIS AGREEMENT TO A DESIGNATED "SECTION",
"SCHEDULE", "PARAGRAPH" OR OTHER SUBDIVISION REFERS TO THE DESIGNATED SECTION,
SCHEDULE, PARAGRAPH OR OTHER SUBDIVISION OF THIS AGREEMENT;
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(C)
THE WORDS "HEREIN" AND "HEREUNDER" AND OTHER WORDS OF SIMILAR
IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SECTION OR
OTHER SUBDIVISION OF THIS AGREEMENT;
(D)
ANY REFERENCE TO A STATUTE INCLUDES AND, UNLESS OTHERWISE
SPECIFIED HEREIN, IS A REFERENCE TO SUCH STATUTE AND TO THE REGULATIONS MADE
PURSUANT THERETO, WITH ALL AMENDMENTS MADE THERETO AND IN FORCE FROM TIME TO
TIME, AND TO ANY STATUTE OR REGULATIONS THAT MAY BE PASSED WHICH HAS THE EFFECT
OF SUPPLEMENTING OR SUPERSEDING SUCH STATUTE OR SUCH REGULATION;
(E)
ANY REFERENCE TO "PARTY" OR "PARTIES" MEANS THE VENDOR, THE
PURCHASER, 9248-7792 QUEBEC, GG OR ALL, AS THE CONTEXT REQUIRES;
(F)
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND DO NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT; AND
(G)
ALL REFERENCES TO CURRENCY REFER TO UNITED STATES DOLLARS.
1.3
THE FOLLOWING ARE THE APPENDICES TO
THIS AGREEMENT, AND ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE:
Schedule "A":
Property-Legal (Claims
Identity Numbers) Description
Schedule "B":
Property (Claims) Location Map
2.
REPRESENTATIONS AND WARRANTIES OF
THE VENDOR AND THE PURCHASER
2.1
THE VENDOR REPRESENTS AND WARRANTS TO
THE PURCHASER THAT:
(A)
THE VENDOR IS THE BENEFICIAL OWNER OF IT'S INTEREST IN THE
PROPERTY AND THE VENDOR HAS THE FULL RIGHT, POWER, CAPACITY AND AUTHORITY TO
ENTER INTO, EXECUTE AND DELIVER THIS AGREEMENT;
(B)
THE PROPERTY IS FREE AND CLEAR OF, AND FROM, ALL LIENS,
CHARGES AND ENCUMBRANCES WITH ALL ASSESSMENT WORK THEREIN HAVING BEEN, OR TO BE,
DULY COMPLETED UNTIL THE LAST SET OF CLAIMS ARE ACQUIRED BY THE PURCHASER;
(C)
THE VENDOR HOLDS ALL PERMITS, LICENCES, CONSENTS AND
AUTHORITIES ISSUED BY ANY GOVERNMENT OR GOVERNMENTAL AUTHORITY WHICH ARE
NECESSARY IN CONNECTION WITH THE OWNERSHIP AND OPERATION OF ITS BUSINESS AND THE
OWNERSHIP OF THE PROPERTY;
(D)
THE PROPERTY HAS BEEN PROPERLY STAKED, LOCATED AND RECORDED
PURSUANT TO THE APPLICABLE LAWS AND REGULATIONS OF THE PROVINCE OF QUEBEC AND
ALL MINING CLAIMS COMPRISING THE PROPERTY ARE IN GOOD STANDING;
(E)
TO THE BEST OF THE VENDOR'S KNOWLEDGE, THERE ARE NO
OUTSTANDING ORDERS OR DIRECTIONS RELATING TO ENVIRONMENTAL MATTERS REQUIRING ANY
WORK, REPAIRS,
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CONSTRUCTION OR CAPITAL EXPENDITURES WITH RESPECT TO THE PROPERTY AND THE
CONDUCT OF THE OPERATIONS RELATED THERETO, AND THE VENDOR HAS NOT RECEIVED ANY
NOTICE OF THE SAME AND IS NOT AWARE OF ANY BASIS ON WHICH ANY SUCH ORDERS OR
DIRECTION COULD BE MADE;
(F)
THERE IS NO ADVERSE CLAIM OR CHALLENGE AGAINST OR TO THE
OWNERSHIP OF OR