RIGHT TO CONDUCT
OPERATIONS ON THE CLAIMS BETWEEN THE DATE OF SIGNATURE OF THE AGREEMENT AND THE
DATE OF RECEIPT BY THE VENDORS OF THE FINAL PAYMENT.
11.
FORCE MAJEURE
11.1
IF EITHER PARTY IS AT ANY TIME DURING THE
PAYMENT PERIOD IS PREVENTED OR DELAYED IN COMPLYING WITH ANY OF THE PROVISIONS
OF THIS AGREEMENT (THE "AFFECTED PARTY") BY REASON OF STRIKES, LOCKOUTS, LAND
CLAIMS AND BLOCKAGES, NGO ACTIVITIES, FOREST OR HIGHWAY CLOSURES, EARTHQUAKES,
SUBSIDENCE, GENERAL COLLAPSE OR LANDSLIDES, INTERFERENCE OR THE INABILITY TO
SECURE ON REASONABLE TERMS ANY PRIVATE OR PUBLIC PERMITS OR AUTHORIZATIONS,
LABOUR, POWER OR FUEL SHORTAGES, FIRES, WARS, ACTS OF GOD, CIVIL DISTURBANCES,
GOVERNMENTAL REGULATIONS RESTRICTING NORMAL OPERATIONS, SHIPPING DELAYS OR ANY
OTHER REASON OR REASONS BEYOND THE REASONABLE CONTROL OF THE AFFECTED PARTY
WHETHER OR NOT FORESEEABLE (PROVIDED THAT LACK OF SUFFICIENT FUNDS TO CARRY OUT
EXPLORATION ON THE PROPERTY WILL BE DEEMED NOT TO BE BEYOND THE REASONABLE
CONTROL OF THE AFFECTED PARTY), THEN THE TIME LIMITED FOR THE PERFORMANCE BY THE
AFFECTED PARTY OF ITS OBLIGATIONS HEREUNDER WILL BE EXTENDED BY A PERIOD OF TIME
EQUAL IN LENGTH TO THE PERIOD OF EACH SUCH PREVENTION OR DELAY.
NOTHING IN THIS
PARAGRAPH 11.1 OR THIS AGREEMENT WILL RELIEVE EITHER PARTY FROM ITS OBLIGATION
TO MAINTAIN THE CLAIMS COMPRISING THE PROPERTY IN GOOD STANDING AND TO COMPLY
WITH ALL APPLICABLE LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE
GOVERNING SAFETY, POLLUTION AND ENVIRONMENTAL MATTERS.
11.2
THE AFFECTED PARTY WILL PROMPTLY GIVE
NOTICE TO THE OTHER PARTY OF EACH EVENT OF FORCE MAJEURE UNDER PARAGRAPH 11.1
WITHIN 7 DAYS OF SUCH EVENT COMMENCING AND UPON CESSATION
7
OF SUCH EVENT WILL FURNISH THE OTHER PARTY WITH WRITTEN NOTICE TO THAT EFFECT
TOGETHER WITH PARTICULARS OF THE NUMBER OF DAYS BY WHICH THE TIME FOR PERFORMING
THE OBLIGATIONS OF THE AFFECTED PARTY UNDER THIS AGREEMENT HAS BEEN EXTENDED BY
VIRTUE OF SUCH EVENT OF FORCE MAJEURE AND ALL PRECEDING EVENTS OF FORCE MAJEURE.
12.
CONFIDENTIAL INFORMATION
12.1
THE TERMS OF THIS AGREEMENT AND ALL
INFORMATION OBTAINED IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT WILL
BE THE EXCLUSIVE PROPERTY OF THE PARTIES HERETO AND EXCEPT AS PROVIDED IN
PARAGRAPH 12.2, WILL NOT BE DISCLOSED TO ANY THIRD PARTY OR THE PUBLIC WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD.
12.2
THE CONSENT REQUIRED BY PARAGRAPH 12.1
WILL NOT APPLY TO A DISCLOSURE:
(A)
TO AN AFFILIATE, CONSULTANT, CONTRACTOR OR SUBCONTRACTOR THAT
HAS A BONA FIDE NEED TO BE INFORMED;
(B)
TO ANY THIRD PARTY TO WHOM THE DISCLOSING PARTY CONTEMPLATES A
TRANSFER OF ALL OR ANY PART OF ITS INTEREST IN THIS AGREEMENT;
(C)
TO A GOVERNMENTAL AGENCY OR TO THE PUBLIC WHICH SUCH PARTY
BELIEVES IN GOOD FAITH IS REQUIRED BY PERTINENT LAWS OR REGULATION OR THE RULES
OF ANY APPLICABLE STOCK EXCHANGE;
(D)
TO AN INVESTMENT DEALER, BROKER, BANK OR SIMILAR FINANCIAL
INSTITUTION, IN CONFIDENCE IF REQUIRED AS PART OF A DUE DILIGENCE INVESTIGATION
BY SUCH