DELIVERY BY SELLER OF THIS AGREEMENT AND THE
PERFORMANCE BY SELLER OF ITS OBLIGATIONS HEREUNDER AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE TRANSFER OF THE MEQ SHARES) DO
NOT AND SHALL NOT REQUIRE THE APPROVAL, CONSENT, AUTHORIZATION OR ACT OF, OR THE
MAKING BY SELLER OF ANY DECLARATION, FILING OR REGISTRATION WITH, ANY PERSON.
3.6.
NO LITIGATION.
TO THE KNOWLEDGE OF SELLER, THERE IS NO
LITIGATION, INJUNCTION, ORDER, ARBITRATION OR PROCEEDING PENDING OR THREATENED,
THAT (I) RELATES TO THE COMPANY OR ALL OR ANY PORTION OF THE MINERA EL QUEVAR
CONCESSIONS, OR (II) INVOLVES SELLER, HOCHSCHILD OR THE COMPANY AND THAT
RESTRAINS, PROHIBITS, OR SEEKS TO RESTRAIN OR PROHIBIT, OR THAT COULD REASONABLY
BE EXPECTED OTHERWISE TO ADVERSELY AFFECT THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
3.7
Minera El Quevar S.A..
To the actual knowledge of Seller, there
are no outstanding claims or possible claims of any kind against any Person in
respect of the Minera El Quevar Concessions.
3.8.
TITLE TO MEQ SHARES.
THE SHARE CAPITAL OF THE COMPANY CONSISTS OF
AR$200,000 DIVIDED INTO 2,000 COMMON SHARES OF AR$100 EACH.
SELLER IS THE SOLE
RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD AND MARKETABLE TITLE TO, THE MEQ
SHARES, FREE AND CLEAR OF ALL ENCUMBRANCES.
THE MEQ SHARES ARE DULY AUTHORIZED,
VALIDLY ISSUED AND FULLY PAID SHARES OF CAPITAL STOCK OF THE COMPANY.
3.9.
INVESTMENT REPRESENTATIONS.
(A)
SELLER IS ACQUIRING THE GOLDEN MINERALS SHARES AND THE GOLDEN MINERALS
WARRANT FOR INVESTMENT SOLELY FOR SELLER'S OWN ACCOUNT, EXCEPT FOR DISTRIBUTIONS
TO AFFILIATES PERMITTED PURSUANT TO SECTION 11.2, AND NOT FOR DISTRIBUTION,
TRANSFER OR SALE TO OTHERS IN CONNECTION WITH ANY DISTRIBUTION OR PUBLIC
OFFERING.
(B)
SELLER HAS SUCH KNOWLEDGE, EXPERIENCE AND SKILL IN FINANCIAL AND BUSINESS
MATTERS IN GENERAL AND WITH RESPECT TO INVESTMENTS OF A NATURE SIMILAR TO THE
GOLDEN MINERALS SHARES AND GOLDEN MINERALS WARRANT SO AS TO BE CAPABLE OF
EVALUATING THE MERITS AND RISKS OF, AND MAKING AN INFORMED BUSINESS DECISION
WITH REGARD TO, SUCH INVESTMENT.
(C)
SELLER (I)
HAS RECEIVED ALL INFORMATION THAT SELLER DEEMS NECESSARY TO
MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE GOLDEN MINERALS SHARES
AND GOLDEN MINERALS
4
WARRANT; (II) HAS HAD THE OPPORTUNITY TO MAKE SUCH INVESTIGATION AS SELLER
DESIRES PERTAINING TO GOLDEN MINERALS AND AN INVESTMENT IN THE GOLDEN MINERALS
SHARES AND GOLDEN MINERALS WARRANT AND TO VERIFY ANY INFORMATION FURNISHED TO
SELLER; AND (III) HAS HAD THE OPPORTUNITY TO ASK QUESTIONS TO GOLDEN MINERALS'
REPRESENTATIVES.
(D)
SELLER'S PRINCIPAL ADDRESS IS OUTSIDE THE UNITED STATES AND SELLER IS NOT
A "U.S. PERSON" AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT (A "NON-U.S.
PERSON").
SELLER IS ACQUIRING THE SHARES OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
THE ACQUISITION OF THE
GOLDEN MINERALS SHARES AND GOLDEN MINERALS WARRANT BY SELLER IS FOR SELLER'S OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE AFFILIATES OF SELLER WHO ARE NON-U.S.
PERSONS LOCATED OUTSIDE THE UNITED STATES.
(E)