AI assistant
Hemlo Mining Corp. — M&A Activity 2025
Dec 5, 2025
46360_rns_2025-12-05_10937f9a-08b7-49f6-83c2-9cbf78e6d2d7.pdf
M&A Activity
Open in viewerOpens in your device viewer
Execution Version
PRECIOUS METALS PURCHASE AGREEMENT
between:
WHEATON PRECIOUS METALS CORP.
and
1554943 B.C. LTD.
and
CARCETTI CAPITAL CORP.
Dated November 24, 2025
MTDOCS 62481088
MTDOCS 62481088
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION...4
ARTICLE 2 PURCHASE AND SALE...26
ARTICLE 3 DEPOSIT...29
ARTICLE 4 TERM...32
ARTICLE 5 REPORTING; BOOKS AND RECORDS...33
ARTICLE 6 COVENANTS...37
ARTICLE 7 GUARANTEES AND SECURITY...49
ARTICLE 8 REPRESENTATIONS AND WARRANTIES...54
ARTICLE 9 DEFAULTS AND DISPUTES...55
ARTICLE 10 ADDITIONAL PAYMENT TERMS...59
ARTICLE 11 GENERAL...61
SCHEDULE A MINING PROPERTIES (WITH MAP)...A-1
SCHEDULE B INTERLAKE PROPERTIES...B-1
SCHEDULE C CORPORATE STRUCTURE AND ORGANIZATION CHARTS...C-1
SCHEDULE D STREAM DELIVERY SCHEDULE...D-1
SCHEDULE E REPRESENTATIONS AND WARRANTIES OF SUPPLIER PMPA ENTITIES...E-1
SCHEDULE F REPRESENTATIONS AND WARRANTIES OF WHEATON...F-1
SCHEDULE G INTERCREDITOR CORE PRINCIPLES...G-1
SCHEDULE H STREAM NPV PROCEDURES...H-1
SCHEDULE I PARTNER/SUPPLIER CODE OF CONDUCT...I-1
SCHEDULE J POST-CLOSING COLLATERAL...J-1
SCHEDULE K CONFIRMATION AGREEMENT...K-1
SCHEDULE L EXISTING ROYALTIES...L-1
- 3 -
PRECIOUS METALS PURCHASE AGREEMENT
THIS PRECIOUS METALS PURCHASE AGREEMENT dated as of November 24, 2025.
BETWEEN:
WHEATON PRECIOUS METALS CORP., a corporation continued under the laws of the Province of Ontario
(together with its successors and permitted assigns, “Wheaton”)
and
1554943 B.C. LTD., a company existing under the laws of the Province of British Columbia
(together with its successors and permitted assigns, “Supplier”)
and
CARCETTI CAPITAL CORP., a company existing under the laws of Canada
(together with its successors and permitted assigns, “Parent Company”)
WITNESSES THAT:
WHEREAS, Supplier is a wholly-owned indirect subsidiary of Parent Company;
AND WHEREAS, at the time of the Acquisition Closing, MineCo and its subsidiaries, DB and WOC, will be, collectively, the 100% legal and beneficial owners of the Mine;
AND WHEREAS, Parent Company and Supplier are party to the Purchase Agreement, pursuant to which, among other things, Supplier and Parent Company have agreed to acquire all of the shares of MineCo and thereby indirectly acquire a 100% legal and beneficial interest in and to the Mine (the “Acquisition”);
AND WHEREAS, following the Acquisition Closing, Parent Company and Supplier intend to complete the Amalgamations to form Amalco (Parent Company) and Amalco (Supplier), respectively;
AND WHEREAS, Supplier has agreed to sell to Wheaton, and Wheaton has agreed to purchase from Supplier, an amount of Refined Gold equal to the Payable Gold, subject to and in accordance with the terms and conditions of this Agreement;
AND WHEREAS, Parent Company has agreed to guarantee the payment and performance of all of the covenants and obligations of Supplier under this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:
MTDOCS 62481088
- 4 -
ARTICLE 1
INTERPRETATION
1.1 Definitions
In this Agreement:
“Acquiror” has the meaning set out in the definition of “Change of Control”.
“Acquisition” has the meaning set out in the recitals.
“Acquisition Closing” has the meaning set out in Section 3.2(a).
“Acquisition Facility” has the meaning set out in Section 6.11(a).
“Acquisition Facility Lender” means any reputable and recognized banking institution, financial institution, Offtaker, equipment lease provider, or export credit agency, excluding any Supplier Group Entity and any Project Equity Party.
“Adverse Impact” means any effect, event, occurrence, amendment or other change that, when taken together with all other effects, events, occurrences, amendments or other changes, is or would reasonably be likely to:
(i) have a material adverse impact on any Supplier PMPA Entity or the Mine;
(ii) significantly decrease or delay the gold production from the Mining Properties or otherwise significantly decrease or delay the expected Payable Gold;
(iii) significantly limit, restrict or impair the ability of any Supplier PMPA Entity to perform its obligations under or in connection with this Agreement or of the Project Owners to operate the Mine; or
(iv) result in an Event of Default.
“Affiliate” means, in relation to any person, any other person controlling, controlled by, or under common control with such first mentioned person.
“Agreement” means this Precious Metals Purchase Agreement and all attached schedules, in each case as the same may be supplemented, amended, restated, modified or superseded from time to time in accordance with the terms thereof.
“Amalco (Parent Company)” means Hemlo Mining Corp., the company to be formed by the Amalgamation (Parent Company).
“Amalco (Supplier)” means 1554943 B.C. Ltd., the company to be formed by the Amalgamation (Supplier).
“Amalgamations” means the Amalgamation (Parent Company) and the Amalgamation (Supplier).
“Amalgamation (Parent Company)” means the amalgamation of Parent Company and 17276583 Canada Ltd., a wholly-owned subsidiary of Parent Company, to form Amalco (Parent Company), which is to be completed in connection with the Acquisition and following the Acquisition Closing.
MTDOCS 62481088
- 5 -
"Amalgamation (Supplier)" means the amalgamation of Supplier and MineCo to form Amalco (Supplier), which is to be completed in connection with the Acquisition and following the Acquisition Closing.
"Applicable Law" means any law, regulation, decision, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, businesses or operations.
"Approvals" means all authorizations, licences, permits (including water permits), rights (including surface and access rights), privileges, concessions, franchises, clearances, consents, orders and other approvals required to be obtained from any Governmental Authority or other person, including with respect to Environmental Governmental Requirements.
"Asahi Agreement" means the refining agreement between Asahi Refining Canada Ltd. and WOC dated October 23, 2020, as amended on December 31, 2022.
"Auditor's Report" means a written report prepared by a national accounting firm in Canada that is independent of the Supplier PMPA Entities and Wheaton, is mutually agreeable to the Parties and has experience and expertise in determining the quantity of gold mined, produced, extracted or otherwise recovered from mining projects, which report determines at a minimum the number of ounces of Payable Gold that Wheaton was entitled to have received pursuant to this Agreement in respect of any period in dispute.
"Barrick Parent" means Barrick Mining Corporation.
"Books and Records" means all books, records, invoices, data, documentation, weight, moisture and assay certificates, scientific and technical information, samples and other information relating to operations and activities with respect to the Mine, the Mining Properties, the Mineral Processing Facilities, and the mining, treatment, processing, milling, leaching, gravity, refining, concentrating and transportation of Minerals.
"Business Day" means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Province of British Columbia or the Province of Ontario.
"Canadian Sanctions" means all Applicable Laws of Canada related to economic sanctions and terrorism financing, including the Special Economic Measures Act (Canada), the Criminal Code (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), and the Freezing Assets of Corrupt Foreign Officials Act (Canada), and any regulations promulgated under the foregoing.
"Change of Control" of a person means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of voting shares, the result of which is that any other person or group of other persons acting jointly or in concert for purposes of such transaction (any such person or group of persons being referred to as the "Acquiror"): (i) becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the voting shares of such person, measured by voting power rather than number of shares; or (ii) acquires control of such person.
"Closing Date" has the meaning set out in Section 3.2.
MTDOCS 62481088
- 6 -
"Collateral" means the Parent Company Collateral, the Holdco Collateral, the Supplier Collateral, and the Project Owner Collateral.
"Compensation" has the meaning set out in Section 6.4(e).
"Confidential Information" has the meaning set out in Section 5.5(a).
"Convertible Debentures" means the unsecured and non-interest bearing convertible debentures in the amount of C$1,250,000 issued by the Parent Company to each of Jonathan Awde and Robert Quartermain for aggregate proceeds of C$2,500,000, the principal amount of which may, following the Acquisition Closing, and at the election of the holder, be converted to common shares of the Parent Company at a conversion price of C$2.00 per common share (subject to certain adjustments to the conversion price as set out therein).
"Contingent Cash Consideration" means the contingent cash consideration of up to $165,000,000 that may become payable to Barrick Gold Inc. pursuant to the Purchase Agreement.
"control" means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a person, whether by ownership of securities, by contract or otherwise (including by way of entitlement to nominate a majority of the directors of such entity); and "controls", "controlling", "controlled by" and "under common control with" have corresponding meanings.
"Cumulative Delivery Shortfall" means, for a Subject Month, the sum of:
(i) the number of ounces of Refined Gold, if positive, equal to:
(A) the Cumulative Delivered Ounces set out in Table 1 of Schedule D for the calendar year most recently completed prior to such Subject Month; plus
(B) [Redacted - Commercially Sensitive Information]; plus
(C) the Incremental Delivered Ounces for the current calendar year set out in Table 1 of Schedule D (e.g., 16,280 ounces for 2033), prorated based on the number of months elapsed (including such Subject Month) in the current calendar year; less
(D) the total cumulative ounces of Refined Gold delivered by Supplier to Wheaton in accordance with Section 2.2 (and, for greater certainty, not pursuant to any other section of this Agreement) prior to the end of such Subject Month; plus
(ii) if the Subject Month occurs in 2035 or later, the number of ounces of Refined Gold, if positive, equal to:
(A) the Cumulative Delivered Ounces set out in Table 2 of Schedule D (if applicable) for the calendar year most recently completed prior to such Subject Month; plus
(B) [Redacted - Commercially Sensitive Information]; plus
MTDOCS 62481088
- 7 -
(C) the Incremental Delivered Ounces for the current calendar year set out in Table 2 of Schedule D (e.g., 9,700 ounces for 2035), prorated based on the number of months elapsed (including such Subject Month) in the current calendar year; less
(D) the total cumulative ounces of Refined Gold delivered by Supplier to Wheaton in accordance with Section 2.2 (and, for greater certainty, not pursuant to any other section of this Agreement) after the First Dropdown Time and prior to the end of such Subject Month.
“DB” means DB Operating Corporation, a corporation existing under the laws of the Province of Ontario.
“Debt Service Coverage Ratio” in respect of a Supplier PMPA Entity shall mean the lowest ratio of A to B, where:
(i) each ratio of A to B is calculated from the date the Debt Service Coverage Ratio is being calculated to each Applicable Maturity Date;
(ii) “A” is the aggregate of all projected operating cash flow of such Supplier PMPA Entity less stream payments, payment of Contingent Cash Consideration, all capital expenditures (including sustaining and expansionary capital expenditures), and Taxes, all calculated on a consolidated basis and based on reasonable assumptions to be agreed to, reasonably expected to be generated from the date the Debt Service Coverage Ratio is being calculated to the Applicable Maturity Date, plus cash on hand less any proposed or reasonably expected distributions during that period;
(iii) “B” is the aggregate of all principal and interest in respect of existing and proposed Financial Indebtedness payable by, assumed by or guaranteed by such Supplier PMPA Entity on a consolidated basis that becomes due prior to or at the same time as the Applicable Maturity Date; and
(iv) “Applicable Maturity Date” is the maturity date of each existing and proposed Financial Indebtedness payable by, assumed by, or guaranteed by such Supplier PMPA Entity, on a consolidated basis.
“Deposit” has the meaning set out in Section 3.1.
“Deposit Period” means the period from the date of this Agreement to the Closing Date and thereafter any period during which the Uncredited Deposit is greater than nil.
“Disclosure Letter” means the disclosure letter applicable to the Purchase Agreement.
“Disclosing Party” has the meaning set out in Section 5.5(a).
“Dispute” means any and all claims, controversies, or disputes arising out of or relating to the validity, construction, interpretation, meaning, performance, effect or breach of any one or more of this Agreement and any Transaction Document, or the rights and liabilities arising hereunder or thereunder.
“Dispute Notice” has the meaning set out in Section 9.4(a).
MTDOCS 62481088
MTDOCS 62481088
-8-
"Distribution" means any payment, directly or indirectly, by a Supplier PMPA Entity (the "Subject Person") of any:
(i) distribution, capital reduction, repurchase or redemption of outstanding stock, dividend in cash or other property or assets or return of any capital to any Affiliate or direct or indirect securityholder of the Subject Person;
(ii) management fee paid or comparable payment to any Affiliate of the Subject Person or to any director or officer of the Subject Person or Affiliate of the Subject Person, or to any person not dealing at arm's length with the Subject Person or any Affiliate, director or officer of the Subject Person, other than director fees or salary (including, for greater certainty, transaction awards and on-boarding awards granted on or prior to the Closing Date) paid in the ordinary course to any director or officer;
(iii) indebtedness owing by the Subject Person to an Affiliate of the Subject Person by way of intercompany debt or otherwise; or
(iv) amount to an Affiliate which thereby becomes indebtedness owing by such Affiliate to the Subject Person,
provided that for the purposes of this definition of "Distribution", each Project Equity Party shall be deemed to be an Affiliate of the Subject Person and, for the avoidance of doubt, the issuance of shares in the capital of Amalco (Parent Company) to any person shall not be a Distribution.
"Effective Date" means October 31, 2025.
"Encumbrances" means all mortgages, charges, assignments, hypothecs, pledges, security interests, liens, movable assets securities, trusts, easements, restrictions, patent or other reservation in minerals, royalty claims, and other encumbrances and adverse claims of every nature and kind similar to a security interest.
"Environmental Governmental Requirements" mean Applicable Laws relating to pollution or protection of the environment or any natural resource, archaeological preventive programs or occupational or public health or safety, including Applicable Laws relating to emissions, discharges, or releases of pollutants, contaminants, chemicals or substances (whether ordinary, industrial, toxic or hazardous) or wastes into the environment (including ambient air, atmosphere, fauna, flora, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, management, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or substances (whether ordinary, industrial, toxic or hazardous) or wastes, which are applicable to the Mine, the Project Assets or the other assets owned, controlled or managed by the Project Owners or to the activities at any time of the Project Owners.
"Equipment Financing" has the meaning set out in Section 6.11(b).
"ESMP" has the meaning set out in Section 6.15(a).
"Event of Default" has the meaning set out in Section 9.1.
- 9 -
"Excluded Collateral" means, from and after the first date on which the Uncredited Deposit has been reduced to nil and there is no outstanding Trigger Event:
(i) any shares, securities or other equity interests owned by any party in the capital of the Supplier or in the capital of any corporation that controls the Supplier ("Excluded Securities"), provided that no person (other than Wheaton) holds any charge or security interest in any such Excluded Securities (it being acknowledged and agreed that the Supplier PMPA Entities shall not grant any such charge or security interest without Wheaton's prior written consent); and
(ii) all other present and after-acquired property and assets of Parent Company and any Holdco (other than Supplier and the Project Owners),
other than:
(A) all debt, liabilities, securities and other equity or other ownership interests (not including any Excluded Securities, provided that no person other than Wheaton holds any charge or security interest in any such Excluded Securities) held by or payable to, Parent Company or any Holdco in or from any Holdco, Supplier or Project Owner; and
(B) all Project Assets held by Parent Company or any Holdco.
"Excluded Securities" has the meaning set out in the definition of "Excluded Collateral".
"Excluded Taxes" means, with respect to Wheaton or any other recipient of any delivery or payment or transfer of property of any kind under this Agreement:
(i) any Tax is imposed on or measured by the person's net income, net profits, capital gains, capital or branch profits arising in Canada or in a jurisdiction (or any political subdivision thereof) by virtue of the person (A) being incorporated or continued or resident or organized in such jurisdiction or (B) having a permanent establishment or otherwise having any connection with such jurisdiction in each case determined by application of the laws of that jurisdiction (in the case of Section 10.2(a) (but not Section 10.2(c)) other than solely by reason of having entered into and performed obligations or received benefits under this Agreement or matters incidental or related thereto); and
(ii) any Taxes which arise because of a change in the jurisdiction in which Wheaton or any transferee of Wheaton's interest is resident or incorporated, carries on business or has a permanent establishment, but only to the extent the amount of such Taxes exceeds the amount that would otherwise have been payable.
"Existing Royalties" means the royalties set out in Schedule L.
"Financial Indebtedness" means any indebtedness or obligation for the payment of money or similar obligation, including any obligation in respect of:
(i) any moneys borrowed;
(ii) any bill of exchange, bond, debenture, note or similar instrument;
MTDOCS 62481088
- 10 -
(iii) any acceptance, endorsement or discounting arrangement;
(iv) any finance lease or any rental payments under leases entered into primarily as a means of financing the acquisition of the asset leased;
(v) any guarantee, indemnity, letter of credit or similar assumption of any responsibility or obligation in respect of any other person;
(vi) deferred payment for any asset or service; or
(vii) any Prepay Transaction;
and irrespective of whether the debt or liability:
(viii) is present or owing in the future;
(ix) is owed or incurred alone or severally or jointly or both with another person; or
(x) is a combination of any of the above;
but excluding:
(xi) any deferred payment for any asset or service that is paid in full within ninety (90) days of its incurrence; and
(xii) any indebtedness (whether contingent or otherwise) in respect of employee benefits, pension benefits or entitlements, employee termination or severance payments or similar obligations until the indebtedness or obligation in respect thereof becomes due and payable.
"First Dropdown Time" means the time at which the total ounces of Refined Gold that have been delivered by Supplier to Wheaton in accordance with Section 2.2 (and, for greater certainty, not pursuant to any other section of this Agreement) is equal to the sum of:
(i) 135,750 ounces of Refined Gold; plus
(ii) the cumulative additional amount of Refined Gold ounces equal to [Redacted - Commercially Sensitive Information] of the difference in each calendar year, if positive, of:
(A) the amount of Cumulative Delivered Ounces set forth in Table 1 of Schedule D for that calendar year; [Redacted - Commercially Sensitive Information]; less
(B) the total cumulative ounces of Refined Gold delivered by Supplier to Wheaton in accordance with Section 2.2 (and, for greater certainty, not pursuant to any other section of this Agreement) prior to the end of that calendar year,
provided that, for greater certainty, (1) if the difference of the foregoing calculation in this paragraph (ii) is negative at the end of any calendar year, then no adjustment shall be made in respect of such calendar year pursuant to this paragraph (ii); and (2) the calculation in this paragraph (ii) shall apply commencing in the year 2025 even if the Closing Date occurs after 2025.
MTDOCS 62481088
MTDOCS 62481088
"GISTM" has the meaning set out in Section 6.1(b)(ii).
"Gold Market Price" means, with respect to any day, the per ounce LBMA Gold Fixed Price PM in U.S. dollars published by the London Bullion Market Association on such day or the immediately preceding trading day if such day is not a trading day; provided that if for any reason, the London Bullion Market Association is no longer in operation or the price of gold is not confirmed, acknowledged by or quoted by the London Bullion Market Association, the Gold Market Price shall be determined by reference to the price of gold on another commercial exchange mutually acceptable to the Parties, acting reasonably.
"Gold Purchase Price" has the meaning set out in Section 2.5
"Governmental Authority" means any federal, state, departmental, provincial, national, territorial, regional, municipal or local government, agency, department, ministry, authority, tribunal, commission, official, court, stock exchange or securities commission.
"GST/HST" means the tax payable pursuant to Part IX of the Excise Tax Act (Canada).
"Guarantees" means, collectively, the Parent Company Guarantee, the Holdco Guarantees and the Project Owner Guarantees.
"Hedging Agreement" means any of the following: (i) any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar agreement or arrangement; (ii) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement in respect of hedging arrangements including in respect of metals or bullion; (iii) any foreign exchange contract, currency swap agreement or other similar agreement or arrangement; or (iv) any other derivative, agreement or arrangement entered into for hedging purposes; provided that each of the foregoing is entered into for risk management purposes, not speculative purposes.
"Holdco" has the meaning set out in Section 7.1(b).
"Holdco Collateral" has the meaning set out in Section 7.1(b).
"Holdco Guarantees" has the meaning set out in Section 7.1(b).
"Holdco Security Agreements" has the meaning set out in Section 7.1(b).
"including" or "includes" means including without limitation or includes without limitation.
"Impact Benefit Agreement" means any impact benefit agreement or similar agreement with any Indigenous Group entered into by any of the Supplier Group Entities (or, prior to the Closing Date, Barrick Parent or any of its Affiliates) in respect of the Mine (excluding, for greater certainty, any arrangements with any Indigenous Group for the supply of goods and services entered into in the ordinary course of business or pursuant to an Impact Benefit Agreement).
"Indebtedness Currency" has the meaning set out in Section 10.6.
"Indigenous Group" means any council, government, entity, or other person that is authorized to act on behalf of any first nations, indigenous, or aboriginal tribe, band, group, community
- 12 -
(including any Métis community) or people that holds or asserts rights recognized and affirmed by section 35 of the Constitution Act, 1982, but, for greater certainty, does not include any commercial enterprise owned by an Indigenous Group or persons related to, or members of, an Indigenous Group.
“Inequivalent Security Period” means any period after the Deposit Period where (i) Wheaton has entered into an intercreditor agreement with any lender or financier pursuant to Section 7.2 or 6.11(b) (or circumstances otherwise exist where any lender or financier holds security that ranks senior to or pari passu with the Security); and (ii) Wheaton has not received, in addition to any guarantees and security contemplated by Section 7.1 and 7.3, the same guarantees and security provided by the Supplier Group Entities to such lender or financier.
“Initial Term” has the meaning set out in Section 4.1.
“Insolvency Event” means, in relation to any person, any one or more of the following events or circumstances:
(i) proceedings are commenced for the winding up, liquidation or dissolution of it, unless such proceedings were commenced without its consent, approval or cooperation and it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within sixty (60) days of the commencement of such proceedings;
(ii) a decree or order of a Governmental Authority is entered adjudging it to be bankrupt or insolvent (unless vacated), or a petition seeking reorganization, arrangement or adjustment of or in respect of it is approved under Applicable Laws relating to bankruptcy, insolvency or relief of debtors;
(iii) it makes an assignment for the benefit of its creditors, or petitions or applies to any Governmental Authority for the appointment of a receiver or trustee for itself or any substantial part of its property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets;
(iv) a resolution is passed for the receivership, winding up or liquidation of it; or
(v) anything analogous or having a similar effect to an event listed in paragraphs (i) to (iv) above occurs in respect of that person.
“Interlake Properties” means the Mining Properties comprising the Interlake area, as listed in Schedule B (which, for greater certainty, are also listed in Schedule A).
“Judgment Currency” has the meaning set out in Section 10.6.
MTDOCS 62481088
- 13 -
"Lender Event" means any one or more of the following events or circumstances:
(i) (A) a demand is made by a person for the payment in full of any Financial Indebtedness then due, or becoming due upon the making of a demand, in an amount greater than $15,000,000, or other enforcement steps are taken by such person with respect thereto, or (B) an event of default under any Financial Indebtedness in an amount greater than $15,000,000 shall occur resulting in the acceleration of the time for payment of such Financial Indebtedness to a time prior to its stated maturity, and, in either case, such demand or acceleration shall not have been paid prior to the earlier of the expiry of any applicable grace period, or where no applicable grace period exists, ten (10) Business Days following such demand or acceleration; or
(ii) any action is taken by a person to enforce any Encumbrance in, over or against any of the Collateral or any of the assets used in connection with the Mine which if successful would result in an Adverse Impact.
"Losses" means all claims, demands, proceedings, fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all legal and other professional fees and disbursements, interest, penalties, judgment and amounts paid in settlement of any demand, action, suit, proceeding, assessment, judgment or settlement or compromise), including any Taxes payable in respect thereof, including the value or change in value of past, current or future required or expected deliveries of gold hereunder (including any decline in value of any gold that is not delivered when due), in connection with or in respect of any breach or default by the other Party.
"Material Contracts" means any contract or agreement entered into by a Supplier Group Entity and that is material to the construction, development, operation or ownership of the Mine or that would have an Adverse Impact if it was terminated or suspended or any party thereto failed to perform its obligations thereunder, including: (i) any Impact Benefit Agreement; (ii) any engineering, procurement and construction management agreement; or (iii) any agreement for the purchase or lease of major mill and process components having an individual value of $15,000,000 or more.
"Mine" means the mining project commonly referred to as the Hemlo Mine, located in Ontario, Canada, and the Project Assets.
"MineCo" means 1539041 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia. For the avoidance of doubt, upon completion of the Amalgamation (Supplier), Amalco (Supplier) shall be MineCo.
"Mineral Processing Facilities" means any mill, ore concentrator, smelter, refinery or other processing facility to be developed, constructed, owned or operated by any Supplier Group Entity located on or near the Mining Properties.
"Minerals" means any and all ore and marketable metal bearing material or product in whatever form or state (including Produced Gold) that is mined, produced, extracted or otherwise recovered or derived from the Mining Properties, including any such material or product derived from any processing or reprocessing of any tailings, stockpiles, waste rock or other waste products originally derived from the Mining Properties, and including ore and any other products requiring further milling, processing, smelting, refining or other beneficiation of Minerals, including Saleable Products.
MTDOCS 62481088
- 14 -
"Mining Properties" means:
(i) the real property, mining rights, tenements, concessions, contracts, patents, leases, claims (including boundary cell mining claims, single cell mining claims, multi-cell mining claims and relief from forfeiture claims) and other similar interests listed in Schedule A (including, for greater certainty, the Interlake Properties);
(ii) any real property, mining rights, tenements, concessions, contracts, patents, leases, claims (including boundary cell mining claims, single cell mining claims, multi-cell mining claims and relief from forfeiture claims) or other similar interests in respect of which a Supplier Group Entity holds any right, title or interest that are, in whole or in part, located within the outside boundary of the area highlighted in blue (and labelled as “Barrick Hemlo 2km AOI” or “2km Area of Interest”) on the map set out in Schedule A;
(iii) any real property, mining rights, tenements, concessions, contracts, patents, leases, claims (including boundary cell mining claims, single cell mining claims, multi-cell mining claims and relief from forfeiture claims) or other similar interests in respect of which a Supplier Group Entity holds any right, title or interest onto which any ore body that is wholly or partially located on the Mining Properties described in paragraphs (i) and (ii) above drifts or extends;
(iv) whether created privately or through the actions of any Governmental Authority, any right, title or interest in any real property, mining right, tenement, concession, contract, patents, leases, claims (including boundary cell mining claims, single cell mining claims, multi-cell mining claims and relief from forfeiture claims and other similar interest held by a Supplier Group Entity in, to, under or over all or any portion of the area covered by the foregoing; and
(v) any extension, renewal, replacement, conversion or substitution of any of the foregoing,
whether any of the foregoing is acquired or obtained before or after the date of this Agreement, and including all plants, buildings, structures, improvements, appurtenances and fixtures located thereon or thereunder.
"Monthly Report" means a written report, in relation to any calendar month, detailing:
(i) the tonnages and head grades of ore mined and tonnages of waste mined and tonnages and head grades of both the ore mined and stockpiled, from the Mining Properties during such calendar month;
(ii) the tonnages and grades of ore processed from the Mining Properties at the Mineral Processing Facilities during such calendar month;
(iii) with respect to any Mineral Processing Facilities, the types of Saleable Products (excluding carbon fines) produced, tonnages, weights and concentrate grades during such calendar month and the resulting recoveries, including the metallurgical balances for gravity circuit (if applicable), flotation of concentrate, CN leaching of concentrate or tailings, or any other process that results in Produced Gold;
MTDOCS 62481088
- 15 -
(iv) the number of ounces of gold contained in the Saleable Product (excluding carbon fines) produced during such calendar month;
(v) the weight and gold grade of any Saleable Product (excluding carbon fines) delivered or shipped offsite during such calendar month;
(vi) the weight and gold grade of any Saleable Product contained in any Offtaker Delivery during such calendar month;
(vii) the number of ounces of gold contained in each Offtaker Delivery in respect of which an Offtaker Payment was received during that calendar month, prior to any Offtaker Charges or payable rates;
(viii) the ounces of Payable Gold for that calendar month by Offtaker Delivery;
(ix) a reconciliation between (vii) and (viii), including details regarding payable rates and provisional percentages;
(x) end of month stockpile of Saleable Product (tonnage, moisture content and grade) (excluding carbon fines) not yet subject to an Offtaker Delivery;
(xi) inventory of Minerals in process whether in solids or solution as well as the measured process plan stream grades and reported grades of process plant streams to the extent used in determining the metallurgical plant balance;
(xii) inventory for Saleable Product which has been delivered to an Offtaker, but for which an Offtaker Payment has not yet been made (or if made, no Refined Gold in respect thereof have yet been delivered to Wheaton);
(xiii) a statement listing all invoices relating to Offtaker Payments, indicating whether provisional or final, and including (A) invoice number, (B) lot designation if applicable, (C) weights, (D) gold grades of any Saleable Product, (E) payable rate for gold, and (F) Payable Gold, received during such calendar month;
(xiv) the most recent update to the forecast of production of gold or Payable Gold to the extent such forecast has been updated by Supplier or Parent Company from the forecast most recently provided to Wheaton, and the related assumptions as set out in Section 5.1(a)(ii)(C) to the extent also updated;
(xv) details of the Offtake Agreements, specifying the type of Saleable Product and annual quantity of Saleable Product being sold to each Offtaker, and the payable terms relating to gold; such information to be provided whenever new Offtake Agreements are entered into or whenever changes to the existing Offtake Agreements are made;
(xvi) the type, as well as expected weight and expected gold grade, of any Saleable Product (excluding carbon fines) scheduled to be shipped in the following month along with the expected Offtaker Payment date;
(xvii) a summary of the progress of any Sustainability Corrective Action Plan then in effect, if any, including details of the current status of the Sustainability Default(s)
MTDOCS 62481088
- 16 -
in respect of which such Sustainability Corrective Action Plan was implemented; and
(xviii) such other information in respect of gold as may be reasonably requested by Wheaton.
"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, or any successor instrument, rule or policy.
"Offtake Agreement" means any agreement or contract entered into by a Supplier Group Entity with an Offtaker, or any Tax, Applicable Law, or other arrangement or requirement, in each case, that provides for: (i) the sale of Minerals to an Offtaker; (ii) the delivery of the entitlement to, or the benefit of, Minerals to an Offtaker; or (iii) the smelting, refining or other beneficiation of Minerals by an Offtaker for the benefit of a Supplier Group Entity, as the same may be supplemented, amended, restated or superseded from time to time.
"Offtaker" means any person that is not a Supplier Group Entity that: (i) purchases Minerals from a Supplier Group Entity or is the recipient of the entitlement to, or benefit of, Minerals from a Supplier Group Entity (including where a Governmental Authority levies a Tax payable by way of delivery of Minerals or otherwise obtains Minerals from a Supplier Group Entity); or (ii) takes delivery of Minerals for the purpose of smelting, refining or other beneficiation of such Minerals for the benefit of a Supplier Group Entity.
"Offtaker Charges" means any and all refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, weight franchise charges, financing charges or price participation charges, or other charges, penalties or deductions that may be charged, deducted or levied by an Offtaker, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, a percentage or otherwise.
"Offtaker Delivery" means the delivery of Minerals to an Offtaker or the transfer of the entitlement to or benefit of Minerals to an Offtaker, which for greater certainty shall not include any deliveries of Minerals to persons subsequent to the first Offtaker acquiring such Minerals.
"Offtaker Payment" means: (i) with respect to (A) Minerals purchased by an Offtaker from a Supplier Group Entity, or (B) Minerals the entitlement to, or benefit of which, is received by an Offtaker from a Supplier Group Entity, the receipt from and after the Effective Date by a Supplier Group Entity of payment or other consideration (including any metal credits) from the Offtaker in respect of any Minerals, or if no such consideration is applicable, the delivery of the Minerals (or ownership of the Minerals) to such Offtaker (or to the direction of such Offtaker); and (ii) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of a Supplier Group Entity, the receipt from and after the Effective Date by or for the benefit of a Supplier Group Entity of any outturn of metals or minerals (including any metal credits) in accordance with the applicable Offtake Agreement. An Offtake Payment shall be deemed to have occurred in respect of an Offtake Delivery if none of the circumstances set out in the foregoing clauses (i) or (ii) have occurred on or before the date that is six months after the date of the Offtake Delivery.
"Orion Offtake Agreement" means the Offtake Agreement between Supplier, Parent Company and Orion Offtaker for the sale of up to fifty percent (50%) of the refined gold production from the Mine until a threshold number of gold ounces (not to exceed 3.2 million ounces) have been produced from the Mine on a 100% basis.
MTDOCS 62481088
- 17 -
"Orion Offtaker" means OMF Fund IV SPV E LLC (or its permitted transferee under the Orion Offtake Agreement).
"Other Minerals" means ores or other minerals mined, produced, extracted or otherwise recovered from properties that are not one of or do not constitute part of the Mining Properties, whether such properties are owned by Supplier Group Entities or otherwise.
"Outside Date" has the meaning set out in the Purchase Agreement.
"Overdue Gold Ounces" means the balance, from time to time, if any, of the number of ounces of Refined Gold that have not been delivered to Wheaton when due in accordance with this Agreement.
"Parent Company" has the meaning set out in the preamble of this Agreement. For the avoidance of doubt, upon completion of the Amalgamation (Parent Company), Amalco (Parent Company) shall be Parent Company.
"Parent Company Collateral" has the meaning set out in Section 7.1(a).
"Parent Company Guarantee" has the meaning set out in Section 7.1(a).
"Parent Company Security Agreements" has the meaning set out in Section 7.1(a).
"Parties" means the parties to this Agreement.
"Payable Gold" means the Produced Gold (prior to any Offtaker Charges) contained in any Offtaker Delivery, multiplied by the Stream Percentage and then multiplied by a payability factor of 99.95%; provided that the Payable Gold shall be reduced by half in respect of any Produced Gold (Interlake Properties).
"Permitted Encumbrances" means any Encumbrance in respect of the Project Assets constituted by the following:
(i) inchoate or statutory liens for Taxes, royalties or employee related obligations, not at the time due or payable, or being contested in good faith through appropriate proceedings;
(ii) any reservations or exceptions contained in the original grants of land other than any royalty, streaming or similar agreement and the terms of any lease in respect of any Mining Properties or comprising the Mining Properties;
(iii) minor discrepancies in the legal description of the Mining Properties or any adjoining properties which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;
(iv) liens or other rights required under Applicable Law granted by a Supplier Group Entity to a Governmental Authority to secure performance of statutory obligations or regulatory requirements (including reclamation obligations);
MTDOCS 62481088
- 18 -
(v) licenses, rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by laws, ordinances or other restrictions as to the use of Mining Properties, which do not in the aggregate materially detract from the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;
(vi) statutory liens or charges not at the time overdue;
(vii) liens securing the Financial Indebtedness in respect of the Acquisition Facility permitted pursuant to Section 6.11(a) in respect of which Wheaton and the relevant counterparties have entered into an intercreditor agreement in accordance with Section 7.2;
(viii) equipment leases or purchase money security interests for Project Assets permitted pursuant to Section 6.11(b);
(ix) liens created by a judgment of a court of competent jurisdiction or arbitral proceeding, or any claim filed or registered in relation thereto, as long as that judgment is being contested diligently and in good faith by appropriate proceedings by the Supplier Group Entities, and does not result in an Adverse Impact;
(x) security given by the Supplier Group Entities in the ordinary course of business to a public utility or any Governmental Authority when required by that utility or Governmental Authority in connection with the operation of the Mine or otherwise in respect of the Mining Properties;
(xi) liens securing the Financial Indebtedness permitted pursuant to Section 6.11(i);
(xii) any Encumbrance created in favour of Wheaton pursuant to the Transaction Documents;
(xiii) the Existing Royalties;
(xiv) any royalty or similar payment pursuant to a bona fide Impact Benefit Agreement; and
(xv) any Encumbrance extending, renewing, refinancing or replacing any Permitted Encumbrances, provided the applicable requirements for the Permitted Encumbrance that is being extended, renewed or replaced continue to be satisfied.
"person" means and includes a Party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Authority or any other type of organization, whether or not a legal entity.
"PMPA Obligations" means all present and future debts, liabilities and obligations of the Supplier PMPA Entities (or any of them) to Wheaton under or in connection with the Transaction Documents.
MTDOCS 62481088
- 19 -
"Post-Closing Collateral" means the Collateral listed on Schedule J.
"Prepay Transaction" means an arrangement, other than a Stream Equivalent Transaction, that involves a prepayment with respect to metal to be delivered (or its value to be settled in cash) in the future.
"Prime" means [Redacted - Commercially Sensitive Information].
"Prior Ranking Permitted Encumbrances" means items (i) to (viii) and, to the extent extending, renewing, refinancing or replacing such items (i) to (viii), item (xv) of the definition of Permitted Encumbrances.
"Produced Gold" means any and all gold in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any gold derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including gold contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.
"Produced Gold (Interlake Properties)" means Produced Gold that is originally derived from the Interlake Properties.
"Production Payment" means, with respect to any delivery of Refined Gold, the Gold Market Price on the day immediately prior to the applicable Time of Delivery multiplied by twenty percent (20%).
"Project Assets" means all Mining Properties, Minerals, Mineral Processing Facilities, and all other present and after-acquired real property, mining rights, tenements, concessions or personal property, in each case that is used or acquired for use (in whole or in part) by any Supplier Group Entity in connection with the Mine.
"Project Equity Party" means any person, other than a Supplier Group Entity, that directly or indirectly holds any legal or beneficial interest in any Project Assets (but excluding for such purposes any ownership interest in less than twenty percent (20%) of the shares of any Supplier Group Entity whose shares are listed on a stock exchange), and any Affiliate of any such person.
"Project Owners" means, collectively, MineCo, DB, WOC and any transferee of the Mining Properties as permitted pursuant to this Agreement, and their respective successors and permitted assigns, and "Project Owner" means any one of them. For the avoidance of doubt, upon completion of the Amalgamation (Supplier), Amalco (Supplier) shall be a Project Owner.
"Project Owner Collateral" has the meaning set out in Section 7.1(c).
"Project Owner Guarantees" has the meaning set out in Section 7.1(c).
"Project Owner Security Agreements" has the meaning set out in Section 7.1(c).
MTDOCS 62481088
- 20 -
"Purchase Agreement" means the share purchase agreement dated September 10, 2025 among Supplier, Parent Company, and the Seller Group, including, for the avoidance of doubt, the Disclosure Letter, pursuant to which, among other things, Supplier and Parent Company have agreed to acquire all of the shares of MineCo and thereby indirectly acquire a 100% legal and beneficial interest in and to the Mine.
"Purchase Agreement Termination Event" means the occurrence of any of the following:
(i) the Acquisition Closing has not occurred by the Outside Date and the Purchase Agreement is terminated in accordance with its terms as a result thereof; or
(ii) the Purchase Agreement is terminated in accordance with its terms prior to the Outside Date.
"Rate of Exchange" has the meaning set out in Section 10.6.
"Receiving Party" has the meaning set out in Section 5.5(a).
"Refined Gold" means marketable metal bearing material in the form of gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold.
"Related Party Furnace" means a furnace or smelter in which any Supplier Group Entity or any Project Equity Party has any direct or indirect ownership interest (including any economic interest substantially equivalent to ownership).
"Related Party Transaction" means any transaction or agreement (whether by written agreement or otherwise) between a Supplier PMPA Entity and one or more Supplier Group Entities or Project Equity Parties, including any Financial Indebtedness, service agreement or management agreement.
"Relevant Jurisdictions" has the meaning set out in Section 3.2(a)(viii).
"Reserve Statement" means a statement prepared by a qualified person (as such term is defined in NI 43-101) on behalf of the Project Owners setting out the number of tons of ore and metal grades of Reserves and Resources.
"Reserves" means proven and probable reserves as defined and incorporated under NI 43-101.
"Resources" means measured, indicated and inferred resources as defined and incorporated under NI 43-101.
"Restricted Person" means any person that, as applicable:
(i) is named, identified, enumerated, described in or on, or included in or on any of:
(A) the lists issued under the Canadian Sanctions;
(B) the Denied Persons List, the Entity List or the Unverified List, compiled by the Bureau of Industry and Security, U.S. Department of Commerce;
(C) the List of Statutorily Debarred Parties compiled by the U.S. Department of State;
MTDOCS 62481088
- 21 -
(D) the Specially Designated Nationals Blocked Persons List compiled by the U.S. Office of Foreign Assets Control;
(E) the annex to, or is otherwise subject to the provisions of, U.S. Executive Order No. 13324; or
(F) any publicly available lists maintained under the Applicable Laws of Canada or the United States relating to anti-terrorism or anti-money laundering matters;
(ii) is subject to trade restrictions under any Applicable Laws of Canada or the United States, including:
(A) the Canadian Sanctions;
(B) the International Emergency Economic Powers Act, 50 U.S.C.; or
(C) the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.; or any other enabling legislation or executive order relating thereto, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56;
(iii) is an Affiliate of a person referred to in paragraph (i) or (ii) of this definition; or
(iv) is a legal entity in which a person identified on a list issued under the Canadian Sanctions:
(A) holds, directly or indirectly, fifty percent (50%) or more of the shares or ownership interests in that entity or fifty percent (50%) or more of the voting rights in that entity;
(B) is able, directly or indirectly, to change the composition or powers of that entity’s board of directors; or
(C) is able, directly or indirectly and through any means, to direct that entity’s activities.
“ROFR Interest” means:
(i) a Stream Equivalent Transaction with respect to or including any ROFR Metals; or
(ii) a Prepay Transaction, the primary economic burden of which is expected to be borne by the Mine.
For greater certainty, the Asahi Agreement and the Orion Offtake Agreement shall be deemed not to be ROFR Interests, provided that the terms thereof have not changed from the respective copies of such agreements provided by Supplier to Wheaton prior to the date of this Agreement.
“ROFR Metals” means any precious metal in whatever form or state that are mined, produced, extracted or otherwise recovered or derived from the Mining Properties.
MTDOCS 62481088
- 22 -
"ROFR Offer" has the meaning set out in Section 6.13(a).
"Saleable Products" means any concentrates, precipitates, doré, bullion, carbon fines, slag or other product or material that contains marketable metals or in respect of which an Offtaker Payment is expected.
"SCAP Resolution Timeframe" has the meaning set out in Section 6.15(d)(i).
"Second Dropdown Time" means the time at which the total ounces of Refined Gold that have been delivered by Supplier to Wheaton in accordance with Section 2.2 (and, for greater certainty, not pursuant to any other section of this Agreement) after the First Dropdown Time is equal to the sum of:
(i) 117,998 ounces of Refined Gold; plus
(ii) the cumulative additional amount of Refined Gold ounces equal to [Redacted - Commercially Sensitive Information] of the difference in each calendar year, if positive, of:
(A) the amount of Cumulative Delivered Ounces set forth in Table 2 of Schedule D for that calendar year; [Redacted - Commercially Sensitive Information]; less
(B) the total cumulative ounces of Refined Gold delivered by Supplier to Wheaton after the First Dropdown Time in accordance with Section 2.2 (and, for greater certainty, not pursuant to any other section of this Agreement) prior to the end of that calendar year,
provided that, for greater certainty, (1) if the difference of the foregoing calculation in this paragraph (ii) is negative at the end of any calendar year, then no adjustment shall be made in respect of such calendar year pursuant to this paragraph (ii); and (2) the calculation in this paragraph (ii) shall apply commencing in the first year listed in Table 2 of Schedule D even if the First Dropdown Time has not occurred.
"Security" means the charges and security interests granted in favour of Wheaton pursuant to the Security Agreements.
"Security Agreements" means, collectively, the Parent Company Security Agreements, the Holdco Security Agreements, the Supplier Security Agreements and the Project Owner Security Agreements.
"Seller Fundamental Representations" has the meaning set out in the Purchase Agreement.
"Seller Group" means Barrick Parent, Pioneer Metals ULC and Barrick Gold Inc.
"Specified Representations" means each of the representations and warranties under the heading "Part 1: Specified Representations" in Schedule E.
"Stream Equivalent Transaction" means the sale or delivery of any Minerals, or the payment of any consideration measured, quantified or calculated based on, in whole or in part, any Minerals, pursuant to a streaming transaction, royalty transaction, prepayment of metals agreement or a
MTDOCS 62481088
similar transaction, the primary purpose of which is to provide a right to receive Minerals or their values (or to receive metals or minerals from elsewhere but calculated with reference to Minerals or their values) in exchange for upfront payment. For greater certainty, a royalty or similar payment pursuant to a bona fide Impact Benefit Agreement shall not be considered a Stream Equivalent Transaction.
"Stream NPV" has the meaning set out in Section 9.3(d).
"Stream Percentage" means, subject to Section 2.7:
(i) from the Effective Date up to and including the First Dropdown Time, 10.125%;
(ii) thereafter up to and including the Second Dropdown Time, 6.75%; and
(iii) thereafter, 4.50%.
"Subject Month" has the meaning set out in Section 2.7.
"Supplier" has the meaning set out in the preamble of this Agreement. For the avoidance of doubt, upon completion of the Amalgamation (Supplier), Amalco (Supplier) shall be Supplier.
"Supplier Collateral" has the meaning set out in Section 7.1(d).
"Supplier Group Entities" means the Supplier PMPA Entities and each of their respective Affiliates.
"Supplier PMPA Entities" means, (i) prior to the Closing Date, Supplier and Parent Company, and (ii) on and following the Closing Date, Supplier, Parent Company, each Holdco, and the Project Owners, and, in each case, "Supplier PMPA Entity" means any one of them.
"Supplier Security Agreements" has the meaning set out in Section 7.1(d).
"Sustainability Audit" means the sustainability audit conducted from time to time by the Sustainability Auditor in accordance with Section 6.15 to review the Project Owners' compliance with the Sustainability Standards and to review and report on the implementation of any agreed Sustainability Corrective Action Plan, if any, all in accordance with the ESMP.
"Sustainability Auditor" means a third-party auditor that is independent of the Supplier PMPA Entities and Wheaton and each of their respective Affiliates and has not acted for any of the Supplier PMPA Entities, Wheaton or any of their respective Affiliates in any significant capacity for at least one year before the date of its selection (other than in its capacity as a Sustainability Auditor under this Agreement, or, in the case of Wheaton, in a similar capacity under any other streaming or royalty (or similar) agreement), selected by Supplier, acting reasonably, after giving due consideration to any input from Wheaton, and has experience and expertise in conducting sustainability audits of mining operators.
"Sustainability Corrective Action Plan" has the meaning set out in Section 6.15(d)(i).
"Sustainability Default" means that the Project Owners are not in compliance in all material respects with the Sustainability Standards.
"Sustainability Matters" has the meaning set out in Section 6.15(d)(ii).
MTDOCS 62481088
- 24 -
"Sustainability Self-Assessment" means the sustainability self-assessment conducted from time to time by Supplier in accordance with Section 6.15 to review the Project Owners' compliance with the Sustainability Standards and to review and report on the implementation of any agreed Sustainability Corrective Action Plan, if any, all in accordance with the ESMP.
"Sustainability Standards" means, collectively, the ESMP, the GISTM and the TSM/CMS.
"Tax" or "Taxes" means all taxes, assessments and other charges, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any Governmental Authority, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), remittance taxes, minimum tax, non resident withholding taxes, sales and use taxes, branch profit taxes, value added taxes, ad valorem taxes, GST/HST, excise taxes, franchise taxes, royalties, mining royalty taxes, mining or mineral taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, carbon pricing mechanisms, transfer taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, asset transfer taxes, and other charges and obligations of the same or of a similar nature to any of the foregoing.
"Third Party Agreement" has the meaning set out in Section 6.13(d).
"Third Party Offer" has the meaning set out in Section 6.13(a).
"Time of Delivery" has the meaning set out in Section 2.3(a).
"tonnes" means dry metric tonnes.
"Transaction Documents" means this Agreement, the Guarantees, the Security Agreements and each other document to be executed and delivered to Wheaton in connection with this Agreement.
"Transfer" means to sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including a joint venture interest or an expropriation or other Transfer required or imposed by law or any Governmental Authority, whether voluntary or involuntary), or to abandon, surrender or otherwise relinquish a right, title or interest.
"Trigger Event" means any Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute an Event of Default, or any determination by Wheaton, acting reasonably, that the risk that any of the foregoing events or circumstances may occur has increased (it being understood and agreed that it shall be reasonable for Wheaton to make such determination if any Supplier PMPA Entity is in default under the terms of any Material Contract or agreement relating to any Financial Indebtedness).
"TSM/CMS" has the meaning set out in Section 6.1(b)(ii).
"Uncredited Deposit" means, at any time, the amount of the Deposit that has been advanced by Wheaton, less the aggregate amount (if any) that has been credited against the Uncredited Deposit in accordance with Section 2.5; provided that in no event will the Uncredited Deposit be less than nil.
"Vendor" has the meaning set out in Section 6.13(a).
MTDOCS 62481088
- 25 -
“Wheaton” has the meaning set out in the preamble of this Agreement.
“WOC” means Williams Operating Corporation, a corporation existing under the laws of the Province of Ontario.
1.2 Interpretation
A Party is strictly liable under any obligation to (i) ensure an action, event or circumstance occurs or exists, or does not occur or exist; or (ii) cause an action, event or circumstance to occur, exist, not occur or not exist. For greater certainty, such obligation shall not be reduced or limited in any manner even if such Party cannot control such action, event or circumstance, or cannot control a person who is able to control such action, event or circumstance.
1.3 Statutory References
Any reference in this Agreement to a statute or a regulation or rule promulgated under a statute or to any provision contained therein shall be a reference to the statute, regulation, rule or provision as may be amended, restated, re enacted or replaced from time to time.
1.4 Headings
Headings of Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
1.5 Construction
The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.
1.6 Plural, Gender
Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
1.7 Days
In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Pacific Time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Pacific Time) on the next Business Day.
1.8 Dollar Amounts
Unless specified otherwise in this Agreement, all statements or references to “$” or to dollar amounts in this Agreement are to U.S. dollars, provided that all statements or references to “C$” in this Agreement are to Canadian dollars.
MTDOCS 62481088
- 26 -
1.9 Schedules
The following schedules are attached to and form part of this Agreement:
Schedule A - Mining Properties (With Map)
Schedule B - Interlake Properties
Schedule C - Corporate Structure and Organization Charts
Schedule D - Stream Delivery Schedule
Schedule E - Representations and Warranties of Supplier PMPA Entities
Schedule F - Representations and Warranties of Wheaton
Schedule G - Intercreditor Core Principles
Schedule H - Stream NPV Procedures
Schedule I - Codes of Conduct
Schedule J - Post-Closing Collateral
Schedule K - Confirmation Agreement
Schedule L - Existing Royalties
ARTICLE 2 PURCHASE AND SALE
2.1 Purchase and Sale
(a) Subject to and in accordance with the terms of this Agreement, from and after the Effective Date, Supplier hereby agrees to sell to Wheaton, and Wheaton hereby agrees to purchase from Supplier, an amount of Refined Gold equal to the Payable Gold, free and clear of all Encumbrances. For greater certainty, Payable Gold shall not be reduced for, and Wheaton shall not be responsible for any Offtaker Charges, all of which shall be for the account of Supplier.
(b) Supplier shall not sell to Wheaton any Refined Gold that has been directly or indirectly purchased on a commodities exchange, provided for greater certainty, that Refined Gold delivered to Wheaton by way of gold credits received by Supplier from an Offtaker as a result of processing Minerals, and delivered to a metal account designated by Wheaton in accordance with Section 2.3(a) of this Agreement, shall not be considered the delivery of Refined Gold that has been directly or indirectly purchased on a commodities exchange. Supplier shall not sell and deliver to Wheaton the physical Refined Gold resulting from Produced Gold. Supplier's obligation to sell and deliver Refined Gold shall be solely to sell and deliver Refined Gold in a manner and in an amount determined in accordance with the terms of this Agreement.
2.2 Delivery Obligations
(a) Within five (5) Business Days of the end of each calendar month in which an Offtaker Payment is made, Supplier shall sell and deliver to Wheaton Refined Gold in an amount equal to the Payable Gold in the Offtaker Delivery to which such Offtaker Payment relates,
MTDOCS 62481088
- 27 -
whether such Offtaker Payment relates to all or any portion of the Minerals contained in such Offtaker Delivery; provided that:
(i) if in any calendar month, an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then:
(A) Supplier shall sell and deliver to Wheaton, within five (5) Business Days of the end of the calendar month in which the provisional Offtaker Payment is made, Refined Gold in an amount equal to: (1) the percentage paid on a provisional basis, such percentage being equal to the total value of the payment or other consideration received by any Supplier Group Entity in respect of the Minerals contained in such Offtaker Delivery divided by the total value of the Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery; multiplied by (2) the Payable Gold contained in such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.4 and in the applicable Monthly Report; and
(B) within five (5) Business Days of the end of the calendar month in which the final settlement of the Offtaker Delivery with the Offtaker is made, Supplier shall sell and deliver to Wheaton Refined Gold in an amount, if positive, equal to the Payable Gold determined pursuant to the final settlement, less the number of ounces of Refined Gold previously delivered to Wheaton in respect of such Offtaker Delivery pursuant to Section 2.2(a)(i)(A), as supported by the documentation provided pursuant to Section 2.4 and the applicable Monthly Report. If such difference is negative, then Supplier shall be entitled to set off and deduct such excess amount of Refined Gold from the next required deliveries of Refined Gold by Supplier to Wheaton under this Agreement; and
(ii) if in any calendar month there is an adjustment to the Produced Gold (Interlake Properties) in a previous Offtaker Delivery in respect of which a delivery of Refined Gold has been made under this Section 2.2(a), within five (5) Business Days of the end of such calendar month, Supplier shall sell and deliver to Wheaton Refined Gold in an amount, if positive, equal to the Payable Gold determined pursuant to the adjustment, less the number of ounces of Refined Gold previously delivered to Wheaton in respect of such Offtaker Delivery pursuant to this Section 2.2(a), as supported by the documentation provided pursuant to Section 2.4 and the applicable Monthly Report. If such difference is negative, then Supplier shall be entitled to set off and deduct such excess amount of Refined Gold from the next required deliveries of Refined Gold by Supplier to Wheaton under this Agreement.
(b) The obligations in Sections 2.1 and 2.2(a) are conditional upon the satisfaction and fulfilment of the conditions set forth in Section 3.2(a) (or the waiver thereof by Wheaton). Any Refined Gold that would have been sold and delivered by Supplier to Wheaton under Sections 2.1 and 2.2(a) between the Effective Date and the Closing Date had such conditions been satisfied as of the Effective Date (even though such period commenced prior to the date of this Agreement, and for such purposes (and the relevant Offtaker Deliveries and Offtaker Payments) as though Barrick Parent and its Affiliates were
MTDOCS 62481088
- 28 -
Supplier Group Entities), shall be sold and delivered to Wheaton within fifteen (15) Business Days after the Closing Date.
2.3 Delivery of Refined Gold
(a) Supplier shall sell and deliver to Wheaton all Refined Gold to be sold and delivered under this Agreement by way of credit to the unallocated metal account located in London, UK or such other location designated by Wheaton from time to time, which other location shall be acceptable to the Supplier, acting reasonably. Delivery of Refined Gold to Wheaton shall be deemed to have been made at the time Refined Gold is credited to the designated metal account of Wheaton (the “Time of Delivery”). Title to, and risk of loss of, Refined Gold shall pass from Supplier to Wheaton at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Gold shall be borne by Supplier.
(b) Supplier represents, warrants and covenants that, at each Time of Delivery:
(i) it is the legal and beneficial owner of the Refined Gold delivered and credited to the designated metal account of Wheaton;
(ii) it has good, valid and marketable title to such Refined Gold; and
(iii) such Refined Gold is free and clear of all Encumbrances.
2.4 Invoicing
(a) Supplier shall notify Wheaton in writing at least two (2) Business Days before any delivery and credit to the designated metal account of Wheaton of:
(i) the number of ounces of Refined Gold to be delivered and credited; and
(ii) the estimated date and time of delivery and credit.
(b) At the Time of Delivery, Supplier shall deliver to Wheaton an invoice setting out:
(i) the number of ounces of Refined Gold so credited;
(ii) the Production Payment for such Refined Gold;
(iii) the month in which the Produced Gold in respect of which the Offtaker Payment giving rise to the obligation to deliver Refined Gold, was processed through the Mineral Processing Facilities;
(iv) any GST/HST or such other Taxes of similar nature if required by Applicable Law to be collected by Supplier; and
(v) during the Deposit Period, the amount (if any) being credited against the Uncredited Deposit.
MTDOCS 62481088
- 29 -
2.5 Gold Purchase Price
(a) From and after the Effective Date, Wheaton shall pay to Supplier a purchase price for each ounce of Refined Gold sold and delivered by Supplier to Wheaton under this Agreement (the “Gold Purchase Price”) equal to:
(i) during the Deposit Period, the Gold Market Price on the day immediately prior to the Time of Delivery; with an amount equal to the Production Payment being payable in cash and the difference between the Gold Market Price and the Production Payment being payable by crediting such amount against the Uncredited Deposit in order to reduce the Uncredited Deposit until the Uncredited Deposit has been reduced to nil; and
(ii) after the Deposit Period ends, the Production Payment, such amount being payable in cash.
(b) Payment by Wheaton for each delivery of Refined Gold shall be made promptly and, in any event, not later than five (5) Business Days after the Time of Delivery and receipt of the documents set forth in Section 2.4(b).
2.6 Loss of Offtaker Delivery
In the event of any total or partial loss of any Produced Gold prior to the transfer of risk of loss of any such Produced Gold to an Offtaker, then Supplier shall be required to sell and deliver to Wheaton an amount of Refined Gold equal to the Payable Gold lost and contained in the provisional invoice to the Offtaker or that would have been sent to the Offtaker, in respect of such lost Produced Gold, such requirement to be performed no later than the earlier of: (i) five (5) Business Days after receipt by a Supplier Group Entity of insurance proceeds in respect of such loss; or (ii) one hundred twenty (120) days following such loss. Supplier shall promptly notify Wheaton of any such loss.
2.7 Production-Based Adjustment
If at the end of any calendar month commencing with January 2033 (each, a “Subject Month”), the Cumulative Delivery Shortfall for such Subject Month is equal to or greater than 10,000 ounces, then until (and including) the Subject Month in which the Cumulative Delivery Shortfall is thereafter reduced to nil, the Stream Percentage shall be increased by an absolute five percent (5%) (e.g., to 15.125% before, or to 11.75% after, the First Dropdown Time). For the avoidance of doubt, at no time prior to 2033 will the Stream Percentage exceed 10.125%.
ARTICLE 3
DEPOSIT
3.1 Deposit
In consideration for the sale and delivery of Refined Gold under and pursuant to the terms of this Agreement, Wheaton hereby agrees to pay to Supplier a deposit in cash against the Gold Purchase Price in the amount of $300,000,000 (the “Deposit”), payable in accordance with Section 3.2.
MTDOCS 62481088
- 30 -
3.2 Deposit Payment
(a) On the same date as, and substantially contemporaneously with, the consummation of the Acquisition (the “Acquisition Closing”) in all material respects in accordance with the Purchase Agreement, or such other earlier date as may be agreed to in writing by Wheaton and Supplier (the “Closing Date”), Wheaton shall pay to, or as directed by, Supplier, the full amount of the Deposit, subject to the satisfaction and fulfillment (or waiver by Wheaton) of all of the following conditions, which for the avoidance of doubt and notwithstanding anything else contained in this Agreement, are the only conditions precedent to the obligation of Wheaton to pay the Supplier the full amount of the Deposit on the Closing Date:
(i) the terms of the Purchase Agreement are substantially the same as the version submitted by Parent Company to Barrick Parent on September 10, 2025 (for the share purchase agreement) and the version provided by Barrick Parent to Parent Company on September 10, 2025 (for the Disclosure Letter);
(ii) Parent Company’s debt, royalty, metal stream and prepay financing sources for the Acquisition are limited to the Acquisition Facility and the Deposit;
(iii) the Acquisition shall be consummated substantially contemporaneously with the advance of the Deposit in all material respects in accordance with the Purchase Agreement, and no provision of the Purchase Agreement shall have been amended or modified, and no condition therein shall have been waived or consent granted with respect thereto, in each case, in any respect that is materially adverse to the interests of Wheaton (unless consented to by Wheaton, which consent shall not be unreasonably withheld, delayed or conditioned), and provided, further, that any amendment or modification resulting in change in the cash Purchase Price (as defined in the Purchase Agreement) in connection with the Acquisition shall not be deemed to be materially adverse to the interests of Wheaton so long as any increase in such cash purchase price shall be funded solely by equity contributions or cash on hand of Supplier;
(iv) all material regulatory and all material third party consents and other material approvals that are explicitly referenced as closing conditions in the Purchase Agreement shall have been received and remain in full force and effect;
(v) the Supplier PMPA Entities shall have delivered to Wheaton one or more draft certificates of insurance in compliance with the requirements under Sections 6.4(a) through 6.4(c), in form and substance satisfactory to Wheaton, acting reasonably;
(vi) each Supplier PMPA Entity shall have delivered to Wheaton a current (dated no earlier than ten (10) Business Days prior to the Closing Date) certificate of status, good standing or compliance (or equivalent) for each such Supplier PMPA Entity, each issued by the relevant Governmental Authority;
(vii) on the Closing Date, each Supplier PMPA Entity shall have executed and delivered to Wheaton a certificate of a director or senior officer, in form and substance satisfactory to Wheaton, acting reasonably, certifying the constating documents of such entity, the resolutions of the board of directors or the relevant corporate body of such entity authorizing the execution, delivery and performance of the
MTDOCS 62481088
- 31 -
Transaction Documents to which it is a party and the transactions contemplated thereby, the names, positions and true signatures of the persons authorized to sign the Transaction Documents to which it is a party, provided that, notwithstanding the foregoing, the certificates in respect of MineCo, DB and WOC are only required to be delivered in escrow with an automatic release immediately following the Acquisition Closing;
(viii) on or prior to the Closing Date, each Supplier PMPA Entity shall have executed and delivered to Wheaton the Guarantees and the Security Agreements to which it is a party and shall have made, or arranged for, all such registrations, filings and recordings of the Security in all appropriate jurisdictions (collectively, the "Relevant Jurisdictions"), and shall have done all such other acts and things as may be necessary or advisable to create, perfect or preserve the Security in accordance with Section 7.1, and the Security shall constitute a valid and enforceable charge over the Collateral subject only to Permitted Encumbrances, and Wheaton shall have received evidence satisfactory to it of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; provided that, notwithstanding the foregoing, the creation and/or perfection of security interests in Post-Closing Collateral shall not constitute a condition precedent to the availability of the Deposit on the Closing Date, but it shall be a condition precedent to the availability of the Deposit on the Closing Date that Wheaton is satisfied that the creation and/or perfection of security interests in Post-Closing Collateral will occur in accordance with Section 7.3 (including that the forms of all applicable Security Documents and registrations have been settled and, where possible, executed and delivered in escrow), provided that, notwithstanding the foregoing, the Guarantees and Security Agreements in respect of MineCo, DB and WOC are only required to be delivered in escrow with an automatic release immediately following the Acquisition Closing and neither MineCo, DB nor WOC are required to make arrangements for registrations, filings or recordings of the Security or take any action to create, perfect or preserve the Security until after the Acquisition Closing (which, for greater certainty, shall not restrict Wheaton from requiring registrations, filings or recordings (including with respect to personal property) that do not require affirmative action on the part of such entities);
(ix) on the Closing Date, each Supplier PMPA Entity shall have delivered to Wheaton opinions, in form and substance satisfactory to Wheaton, acting reasonably, from external legal counsel to the Supplier PMPA Entities as to, among other things: (A) the legal status of each Supplier PMPA Entity and the authorized and issued capital of each Supplier PMPA Entity other than Parent Company (including the registered ownership of such securities); (B) the power, capacity and authority of each Supplier PMPA Entity to execute, deliver and perform the Transaction Documents to which it is a party; (C) the execution and delivery by each Supplier PMPA Entity of the Transaction Documents to which it is a party and the enforceability thereof against it, and if applicable, any powers of attorneys granted to any individuals who signed the relevant documentation on its behalf and the enforceability against such Supplier PMPA Entity; (D) subject to the limitations set forth in paragraph (viii) above, the registrations, filings and recordings made in all Relevant Jurisdictions to create, perfect and otherwise preserve the Security and attaching the results of the usual searches that would be conducted in each of the Relevant Jurisdictions in connection with the Security; and (E) that the Security
MTDOCS 62481088
- 32 -
creates valid and enforceable security interests in favour of Wheaton in the Collateral, provided that, notwithstanding the foregoing, the opinions in respect of MineCo, DB and WOC are only required to be delivered in escrow with an automatic release immediately following the Acquisition Closing;
(x) the Specified Representations shall be true and correct in all material respects as of the Closing Date as if made as on and as of such date, except that (i) any Specified Representation which is already qualified as to materiality or by reference to material adverse effect shall be true and correct in all respects and (ii) in the case of any Specified Representation which expressly relates to an earlier date or period, such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date or period, as the case may be;
(xi) the Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date as if made on and as of such date, except for de minimis inaccuracies (except to the extent such representations and warranties speak as of an earlier date, in which case accuracy of such representations and warranties shall be determined as of that earlier date); and
(xii) on the Closing Date, Supplier shall have executed and delivered to Wheaton a certificate of a director or senior officer, in form and substance satisfactory to Wheaton, acting reasonably, certifying (without personal liability) that, on and as of the Closing Date, the conditions set out in this Section 3.2(a) have been satisfied.
(b) Each of the conditions set forth in Section 3.2(a) is for the exclusive benefit of Wheaton and may only be waived by it in its sole discretion and expressly in writing.
3.3 Satisfaction of Conditions Precedent
Each Party shall use all reasonable commercial efforts and take all reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions precedent set forth in Section 3.2, as promptly as reasonably practicable. The Parties will cooperate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.
3.4 Use of Deposit
Parent Company and Supplier shall ensure that the Deposit is used only for the purpose of paying the Purchase Price (as defined in the Purchase Agreement).
ARTICLE 4
TERM
4.1 Term
(a) The term of this Agreement shall commence on the Effective Date and, subject to Section 4.1(b), shall continue until the date that is twenty (20) years after the Effective Date (the "Initial Term"). Following the payment of the Deposit by Wheaton to the Supplier on the Closing Date, Wheaton may terminate this Agreement at the end of the Initial Term by providing the Supplier PMPA Entities, prior to the expiry of the Initial Term, with written notice of its intention to terminate. If Wheaton has not provided such notice prior
MTDOCS 62481088
- 33 -
to the expiry of the Initial Term, then this Agreement shall continue in full force and effect for successive ten (10) year periods unless and until Wheaton provides written notice to the Supplier PMPA Entities terminating this Agreement prior to the end of the then current term.
(b) Notwithstanding, and without limiting, Section 4.1(a), Wheaton may terminate this Agreement:
(i) following the payment of the Deposit by Wheaton to the Supplier on the Closing Date, by written notice to Parent Company and Supplier in accordance with Section 9.2(a)(iv); and
(ii) by written notice to Parent Company and Supplier if a Purchase Agreement Termination Event occurs.
4.2 Uncredited Deposit
If, by the expiry of the term of this Agreement or upon any early termination of this Agreement pursuant to Section 9.2(a)(iv) or otherwise, Supplier has not sold and delivered to Wheaton an amount of Refined Gold sufficient to reduce the Uncredited Deposit to nil in accordance with this Agreement, then Supplier shall pay such Uncredited Deposit to Wheaton immediately upon demand therefor following the expiry of the term or the termination of this Agreement.
ARTICLE 5 REPORTING; BOOKS AND RECORDS
5.1 Reporting Requirements
(a) Following the Closing Date:
(i) Supplier shall deliver to Wheaton a Monthly Report on or before the fifteenth calendar day after the last day of each calendar month;
(ii) promptly whenever any update to the life of mine plan for the Mine is adopted by management of any Supplier Group Entity, Supplier shall provide to Wheaton such updated life of mine plan, including:
(A) the annual production forecast for gold from the Mining Properties during the upcoming calendar year (to be set out on a monthly basis) and the remaining life of mine thereafter (to be set out on a yearly basis);
(B) the amounts of Payable Gold as forecast for the upcoming calendar year (to be set out on a monthly basis) and the remaining life of mine thereafter (to be set out on a yearly basis);
(C) a list of assumptions used in developing the forecasts referred to in paragraphs (A) and (B), including the types, tonnages, gold grade and gold recoveries of ore from the Mining Properties and the operating costs and sustaining capital during the applicable forecast period in the case of the production forecast; and
MTDOCS 62481088
(D) a statement setting out the gold Reserves and Resources for the Mine and the assumptions used; and
(iii) within sixty (60) days following the end of each quarter of each financial year, Supplier shall provide Wheaton with a copy of the unaudited financial statements of the Project Owners for that quarter, and within one hundred twenty (120) days following the end of each financial year, Supplier shall provide Wheaton with a copy of the audited financial statements in respect of the Project Owners for that financial year;
(iv) promptly whenever any updated or new construction reports in respect of the Williams open pit are issued or delivered to management of any Supplier Group Entity, Supplier shall provide Wheaton with a copy of such updated report or new report, as applicable; and
(v) to the extent Scope 1 and Scope 2 Greenhouse Gas (GHG) emissions calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard in respect of the Mine are prepared by or for the Supplier PMPA Entities on a yearly basis, Supplier shall provide such GHG emissions information to Wheaton upon request. Supplier shall also provide to Wheaton upon request an update on the status of environmental, social and governance matters relating to the Mine.
(b) Following the date hereof:
(i) Supplier shall notify and consult with Wheaton regarding: (A) any significant change in the actual or forecast Payable Gold; (B) any other matter concerning the Mine that has or is reasonably likely to have an Adverse Impact; or (C) any breach of Section 6.15 which is or would reasonably be likely to result in significant negative reputational consequences for Wheaton. Supplier shall seek to comply with this Section 5.1(b)(i), to the extent reasonably practicable and subject to the requirements of Applicable Law, including stock exchange requirements, prior to any public announcement regarding the matter;
(ii) Supplier shall provide Wheaton with immediate written notice if:
(A) it suffers or incurs, or expects to suffer or incur, an Insolvency Event or Lender Event or Event of Default; or
(B) it becomes, or expects to become, unable to pay its debts, expenses and liabilities as they become due in the ordinary course of business; and
(iii) Supplier and Parent Company shall provide Wheaton with prompt written notice (including copies of the relevant agreements) upon the entering into of any new Impact Benefit Agreements or material amendments to existing Impact Benefit Agreements.
5.2 Books and Records
Supplier and Parent Company shall, and shall cause the other Supplier Group Entities to, keep true, complete and accurate Books and Records to enable Wheaton to confirm compliance with the terms and conditions of this Agreement, including the determination of the Payable Gold. Prior to the Closing Date,
MTDOCS 62481088
- 35 -
such Books and Records shall be limited to the information available to Supplier and Parent Company after using commercially reasonable efforts (including by exercising its information rights under the Purchase Agreement) to obtain the relevant information from Barrick Parent and its Affiliates. Supplier and Parent Company shall, and shall cause the other Supplier Group Entities to:
(a) provide copies to Wheaton of; and
(b) permit Wheaton and its authorized representatives and agents to perform audits, reviews and other examinations of,
such Books and Records from time to time, at such reasonable times as Wheaton may request upon reasonable notice at the sole cost and expense of Wheaton and provided any such audits, reviews and other examinations shall not unreasonably interfere with any exploration, development, mining or processing work conducted on the Mining Properties.
5.3 Technical Reports
Following the Closing Date, Supplier and Parent Company shall, and shall cause the other Supplier Group Entities to, prepare technical reports on the Mining Properties in compliance with NI 43-101 as and when required by Applicable Law. Following the Closing Date, Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, provide to Wheaton an advance draft copy of any technical report on the Mining Properties prepared in accordance with NI 43-101 before it is filed on SEDAR+ or otherwise publicly announced, and in any event not less than five (5) Business Days before it is so filed. Following the Closing Date, if the Mining Properties are a material property of Wheaton in accordance with NI 43-101, at the written request of Wheaton and at Wheaton's cost, Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, provide to Wheaton:
(a) qualified persons consents, qualified persons certificates or other technical data, records or information pertaining to the Mining Properties in the possession or control of any Supplier Group Entity;
(b) copies of any technical report and cause the authors of such technical report to have such technical report addressed directly to Wheaton or its Affiliates as directed by Wheaton; and
(c) such other scientific and technical information as Wheaton requests for the purpose of:
(i) preparing a technical report on the Mining Properties in accordance with NI 43-101, and
(ii) complying with the disclosure obligations of Wheaton and its Affiliates under Applicable Laws.
5.4 Inspections
Subject at all times to the workplace rules and supervision of the Project Owners, and provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Mining Properties, the Supplier PMPA Entities hereby grant to Wheaton and its representatives and agents, at reasonable times and upon reasonable notice and at Wheaton's sole risk and expense, on and following the Closing Date, the right to access and physically inspect the Books and Records, the Mining Properties and the Mineral Processing Facilities, in each case to monitor the Project Owners' mining and processing operations on the Mining Properties, to confirm compliance with the terms and conditions of this
MTDOCS 62481088
- 36 -
Agreement, or to otherwise monitor and review mining and processing operations. Wheaton shall indemnify and hold harmless the Supplier from and against all Losses suffered by Wheaton and its representatives and agents relating to loss of life, limb and property during any access and physical inspection of the Books and Records, the Mining Properties and the Mineral Processing Facilities contemplated by this Section 5.4 (solely to the extent that such Losses were not occasioned by the negligence or wilful misconduct of the Supplier PMPA Entities or their representatives or agents).
5.5 Confidentiality
(a) Each Party agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors, agents and representatives to maintain as confidential and not to disclose any information (whether written, oral or in electronic format) received or reviewed by such Party (a “Receiving Party”) from any other Party, its Affiliates, employees, officers, directors, advisors, agents or representatives (a “Disclosing Party”) as a result of or in connection with this Agreement (“Confidential Information”), except in the following circumstances:
(i) a Receiving Party may disclose Confidential Information to its professional advisors, including its auditors, legal counsel, lenders, brokers, underwriters and investment bankers and prospective financing or acquisition parties provided each person to whom the Confidential Information is to be disclosed is made aware of the confidential nature of such information and uses such information for the limited purpose for which it is disclosed;
(ii) subject to Sections 5.5(c) and 11.8, a Receiving Party may disclose Confidential Information where that disclosure is necessary to comply with any Applicable Law, court order, order or requirement of any Governmental Authority, or its disclosure obligations and requirements under securities law, rules or regulations or stock exchange listing agreements, policies or requirements, provided that the proposed disclosure is limited to Confidential Information so required to be disclosed and that the Receiving Party will have availed itself of the full benefit of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled, including redacting proprietary, structural or other Confidential Information of any Party prior to making such disclosure and only following the prior review of the Disclosing Party (where such prior review is legally permitted);
(iii) a Receiving Party may disclose Confidential Information where such information is already public knowledge other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations and the Receiving Party would not otherwise be prohibited from transmitting the Confidential Information by a contractual, legal or fiduciary obligation;
(iv) with the approval of the Disclosing Party;
(v) a Receiving Party may disclose Confidential Information to those of its and its Affiliates’ directors, officers, employees and agents who need to have knowledge of the Confidential Information; and
MTDOCS 62481088
- 37 -
(vi) in connection with any legal proceeding arising in connection with this Agreement, but any such disclosure shall be subject to such confidentiality procedures as may be reasonably requested by the Disclosing Party and approved by the court.
(b) Each Party shall ensure that its and its Affiliates’ employees, directors, officers and agents and those persons listed in Section 5.5(a)(i) and 5.5(a)(v), are made aware of this Section 5.5 and comply with the provisions of this Section 5.5. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons. In addition, each Party has the right to pursue causes of action or other acts against such persons.
(c) If a Party is required to file this Agreement in any public registry, filing system or depository, including SEDAR+ in order to comply with Applicable Law, it shall notify the other Parties of such requirement within two (2) Business Days of the date of this Agreement, and the Parties shall consult with each other with respect to any proposed redactions to the Agreement in compliance with Applicable Law before it is filed in any such registry, filing system or depository, provided that the applicable Party may file this Agreement with such redactions as it shall determine, acting reasonably, if no suitable arrangement can be reached with the other Party following such consultation.
ARTICLE 6
COVENANTS
6.1 Conduct of Operations
(a) Subject to Section 6.1(b), all decisions regarding the Mine, the Mining Properties and the Mineral Processing Facilities, including all decisions concerning: (i) exploration, development and mining related to the Mine, including spending on capital expenditures; (ii) leaching, milling, processing or extraction; (iii) subject to Section 6.2, materials to be introduced on or to the Mining Properties; (iv) except as set out in Section 6.8, sales of Minerals and the negotiation of the terms thereof; and (v) the suspension or cessation of operations at the Mine or the placing of the Mine on care and maintenance, shall, in each case, be made by Supplier, in its sole discretion.
(b) Following the Closing Date, Supplier and Parent Company shall, and shall cause each other applicable Supplier Group Entity to, carry out and perform all mining operations and activities pertaining to or in respect of the Mine, the Mining Properties and the Mineral Processing Facilities in a commercially prudent manner and in accordance with all Applicable Laws and the Approvals and in accordance with good mining, processing, engineering and environmental practices prevailing in the mining industry. For greater certainty, subject to Section 6.1(b)(i), nothing in this Agreement shall require any Supplier Group Entity or any other person to operate or continue operating the Mine if it is not, at the relevant time, economically feasible or legally permissible. In addition, Supplier and Parent Company shall, and shall cause each other applicable Supplier Group Entity to:
(i) assume gold prices typical of normal industry practice and that the Project Owners are receiving payment for all gold produced at the Mining Properties at market prices, without any consideration of the financial impact of this Agreement: (A) in any cut off grade, resource or reserve determination, short term mine planning, long term mine planning and production decisions concerning the Mining Properties; (B) in any studies, analyses or decisions regarding the nature or location
MTDOCS 62481088
- 38 -
of the ore to be mined on, the sequence of mining operations or any related financing thereof; and (C) in any determination to operate, modify, suspend or terminate the Mineral Processing Facilities; and
(ii) operate in compliance with the terms of: (A) Wheaton’s Partner/Supplier Code of Conduct attached as Schedule I, as may be updated from time to time; (B) the Global Industry Standards on Tailings Management, as may be updated from time to time (“GISTM”); and (C) the Towards Sustainable Mining (TSM) Standard (Level A) or Consolidated Mining Standard (CMS) (Good Practice Level) (“TSM/CMS”).
6.2 Processing/Commingling
(a) Following the Closing Date, Supplier and Parent Company shall ensure that the Supplier PMPA Entities process all Minerals through the Mineral Processing Facilities and ensure such processing occurs at the Mineral Processing Facilities in priority to Other Minerals. The Supplier PMPA Entities shall not process Other Minerals through the Mineral Processing Facilities, except in accordance with Section 6.2(b).
(b) Following the Closing Date, if the Supplier PMPA Entities process Other Minerals through the Mineral Processing Facilities, Supplier and Parent Company shall cause the Supplier PMPA Entities to:
(i) without derogating from the Supplier PMPA Entities’ obligation under Section 6.2(a) to process Minerals in priority to Other Minerals, fully compensate and indemnify Wheaton to the extent Wheaton incurs or suffers any disadvantage or Loss as a result of such Other Minerals being processed through the Mineral Processing Facilities (including as a result of a delay in the timing of when Wheaton would have received Refined Gold with respect to Payable Gold and including any reduction in the recovery of gold resulting from the commingling of Other Minerals);
(ii) adopt and employ reasonable practices and procedures (including for weighing, determining moisture content, sampling and assaying and determining recovery factors) to ensure the division of Produced Gold from gold from Other Minerals for the purposes of determining the quantum of Produced Gold (which practices and procedures shall be in accordance with sound mining, processing, engineering and environmental practices prevailing in the mining industry and which practices and procedures shall have been agreed to by Supplier and Wheaton);
(iii) keep appropriate Books and Records in this regard, which Wheaton shall be entitled to review and audit upon reasonable notice to Supplier and at reasonable frequency;
(iv) ensure that in no event shall the result of any practice or procedure adopted by Supplier for purposes of this Agreement result in less Produced Gold than determined by the practices and procedures adopted by any Supplier Group Entity for its own determination of gold content in the relevant Minerals; and
(v) consult with Wheaton and act reasonably to modify the practices and procedures adopted and employed if Wheaton determines, acting reasonably, that there is a
MTDOCS 62481088
- 39 -
more accurate, objective or formulaic methodology or procedure, or if any of such practices or procedures result in inaccuracy, bias or an unreasonable degree of variability, in the determination of Produced Gold (including the division of Produced Gold from gold from Other Minerals).
(c) Following the Closing Date, with respect to any Produced Gold (Interlake Properties) processed through the Mineral Processing Facilities, Supplier and Parent Company shall cause the Supplier PMPA Entities to:
(i) adopt and employ reasonable practices and procedures (including for weighing, determining moisture content, sampling and assaying and determining recovery factors) to ensure the division of Produced Gold (Interlake Properties) from other Produced Gold for the purposes of determining the quantum of Produced Gold (Interlake Properties) (which practices and procedures shall be in accordance with sound mining, processing, engineering and environmental practices prevailing in the mining industry and which practices and procedures shall have been agreed to by Supplier and Wheaton);
(ii) keep appropriate Books and Records in this regard, which Wheaton shall be entitled to review and audit upon reasonable notice to Supplier and at reasonable frequency; and
(iii) consult with Wheaton and act reasonably to modify the practices and procedures adopted and employed if Wheaton determines, acting reasonably, that there is a more accurate, objective or formulaic methodology or procedure, or if any of such practices or procedures result in inaccuracy, bias or an unreasonable degree of variability, in the determination of Produced Gold (Interlake Properties).
(d) Supplier and Parent Company shall fully compensate and indemnify Wheaton to the extent Wheaton incurs or suffers any disadvantage or Loss as a result of Other Minerals being processed through the Mineral Processing Facilities prior to the Closing Date (including as a result of a delay in the timing of when Wheaton would have received Refined Gold with respect to Payable Gold and including any reduction in the recovery of gold resulting from the commingling of Other Minerals).
6.3 Preservation of Corporate Existence
(a) Each of Supplier and Parent Company shall do all things necessary or advisable to maintain its corporate existence and, in the case of Supplier, remain a resident in Canada and not become a resident in any other jurisdiction for tax purposes. Supplier shall maintain an office (or other fixed place of business) through which the business related to this Agreement is carried on in Canada and shall not maintain an office (or other fixed place of business), an agent with authority to negotiate or conclude contracts on behalf of the Supplier, or employees in any other jurisdiction.
(b) On and following the Closing Date, each of Supplier and Parent Company shall cause each Holdco and the Project Owners to do all things necessary or advisable to maintain its corporate existence and, in the case of the Project Owners, remain resident in Canada and not become a resident in any other jurisdiction for tax purposes.
MTDOCS 62481088
- 40 -
(c) Without limiting Section 6.6 and Section 11.13, Supplier and Parent Company shall ensure that neither Parent Company nor any Holdco shall consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of its assets to, or reorganize, reincorporate or reconstitute into or as another entity, or continue to any other jurisdiction or consummate a similar corporate event unless at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, the resulting, surviving or transferee entity assumes in favour of Wheaton all the obligations of Parent Company or the relevant Holdco, as the case may be, under each Transaction Document to which Parent Company or such Holdco, as the case may be, is a party.
(d) On and following the Closing Date, without limiting Section 6.6 and Section 11.13, Supplier and Parent Company shall ensure that each Project Owner shall not consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of its assets to, or reorganize, reincorporate or reconstitute into or as another entity, or continue to any other jurisdiction or consummate a similar corporate event unless: (i) at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, the resulting, surviving or transferee entity assumes in favour of Wheaton all the obligations of such Project Owner under any Transaction Document to which such Project Owner is a party; (ii) Wheaton has provided its prior written consent to such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, such consent not to be unreasonably withheld; and (iii) each Supplier PMPA Entity acknowledges, confirms and agrees in favour of Wheaton that its obligations under each Transaction Document to which it is a party continue in full force and effect despite such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event.
(e) Without limiting Section 6.6 and Section 11.13, Supplier shall not consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of its assets to, or reorganize, reincorporate or reconstitute into or as another entity, or continue to any other jurisdiction or consummate a similar corporate event unless: (i) at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, the resulting, surviving or transferee entity assumes in favour of Wheaton all the obligations of Supplier under each Transaction Document to which Supplier is a party; (ii) Wheaton has provided its prior written consent to such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, such consent not to be unreasonably withheld; and (iii) each Supplier PMPA Entity acknowledges, confirms and agrees in favour of Wheaton that its obligations under each Transaction Document to which it is a party continue in full force and effect despite such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event.
(f) Notwithstanding the foregoing provisions of this Section 6.3, Wheaton consents to the Amalgamations, provided that Supplier and Parent Company:
(i) execute and deliver, and cause the other Supplier PMPA Entities to execute and deliver, a confirmation in favour of Wheaton, in the form attached as Schedule K, upon the Amalgamations;
MTDOCS 62481088
- 41 -
(ii) as soon as practicable and, in any event, within the later of (x) three (3) Business Days of the Amalgamations becoming effective with respect to Collateral other than Post-Closing Collateral (or the date that such actions are taken or deliverables are made, as applicable, to the lenders under the Acquisition Facility, if earlier) or (y) the time frames set out in Section 7.3 with respect to Post-Closing Collateral, (A) make or arrange, or cause to be made or arranged, all such registrations, filings and recordings of the Security in the Relevant Jurisdictions as may be necessary or advisable in connection with the Amalgamations, and do or cause to be done all such other acts and things as may be necessary or advisable to create, perfect or preserve the Security in accordance with Section 7.1 in connection with the Amalgamations, such that the Security shall continue to constitute a valid and enforceable first ranking charge over the Collateral subject only to Permitted Encumbrances, and (B) deliver, or cause to be delivered, to Wheaton evidence satisfactory to it of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; and
(iii) otherwise provide Wheaton with the same deliverables (including any certificates of senior officers or directors of the Supplier PMPA Entities, opinions of external legal counsel to the Supplier PMPA Entities, guarantees, and/or security) in connection with the Amalgamations as are provided to the lenders under the Acquisition Facility, at the same time as they are provided to such lenders.
6.4 Insurance
(a) Supplier and Parent Company shall ensure that the Supplier PMPA Entities cause to be maintained with reputable insurance companies, insurance (including business interruption insurance) with respect to the Project Assets and the operations of the Project Owners conducted on and in respect of the Mine against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar operations in similar locations, which shall include insurance on each shipment of Minerals from the Mine until risk of loss for such shipment has been transferred to the Offtaker.
(b) Supplier shall, upon request of Wheaton, furnish to Wheaton a certificate setting forth the nature and extent of all insurance maintained by or on behalf of the Supplier PMPA Entities in accordance with Section 6.4(a) and confirming its adequacy and sufficiency. Supplier shall, upon the request of Wheaton, provide Wheaton with copies of all insurance policies as in effect from time to time relating to the Project Assets.
(c) All of the insurance policies relating to the Project Assets and the operations conducted thereon (and all policies of reinsurance issued in connection therewith) shall specify Wheaton as an additional insured and as a loss payee and contain such endorsements in favour of Wheaton as Wheaton shall reasonably require, and shall specify that the insurer will endeavour to provide Wheaton with at least thirty (30) days’ written notice of any cancelation of insurance.
(d) Supplier and Parent Company shall ensure that the Supplier PMPA Entities do not at any time do or omit to do anything, or cause anything to be done or omitted to be done, whereby any insurance required to be effected hereunder would, or would be likely to, be rendered void or voidable or suspended, impaired or defeated in whole or in part.
MTDOCS 62481088
(e) In the event that any Supplier Group Entity receives any payment, benefit, consideration or other compensation (including payments by any Governmental Authority or insurance provider) (“Compensation”) as a consequence of, in connection with, or in respect of, any disruption, curtailment or cessation of the operations (whether permanent or temporary in nature) of the Mine (or any material portion thereof), then Supplier shall promptly pay Wheaton 27% of the Compensation not used to rebuild or reconstruct the Mine upon receipt of any such Compensation. If any Supplier Group Entity receives any Compensation that is not cash, Wheaton shall have the right to require Supplier to pay to it 27% of the cash equivalent of any such Compensation. The Parties acknowledge that the payment of a portion of the Compensation to Wheaton is a genuine pre-estimate of the damages Wheaton will suffer or incur as a result of the matters contemplated hereby and that such Compensation will not reduce the Uncredited Deposit.
6.5 Project Assets
Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to:
(a) except pursuant to a Transfer in compliance with Section 6.6, cause the Project Owners to be the only legal and beneficial owners of, and ensure that no other person holds or acquires any ownership right, title or interest in, the Project Assets;
(b) keep the Mining Properties in good standing; provided that, subject to Section 6.1(b), the Project Owners shall be entitled to abandon, surrender, relinquish or let lapse any of the Mining Properties, if the Project Owners shall have determined, acting reasonably, that it is not economical to mine the Minerals from the Mining Properties that it proposes to abandon, surrender, relinquish or let lapse; and
(c) cause the Project Owners to maintain all Approvals necessary to operate the Mine and construct, develop and operate the Mine in good standing and continue to have all rights and benefits thereunder;
6.6 Transfers
(a) Except with the prior written consent of Wheaton, such consent not to be unreasonably withheld, Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not:
(i) on and following the Closing Date, permit, suffer or allow the Project Owners to Transfer, in whole or in part, or otherwise cease to hold (other than as contemplated by Section 6.5(b) or Section 6.6(c) or a transfer of Minerals in the ordinary course of business) all beneficial and legal title of, the Project Assets or any right, title or interest therein;
(ii) Transfer, in whole or in part, or otherwise cease to hold (other than as contemplated by Section 6.5(b) or Section 6.6(c)), their direct or indirect interests in the Project Owners or the Project Assets or any right, title or interest therein; or
(iii) agree to, or enter into any agreement, arrangement or other transaction with any person that would cause, or otherwise allow or permit to exist, a Change of Control of any Supplier PMPA Entity.
MTDOCS 62481088
- 43 -
(b) Notwithstanding Section 6.6(a)(iii), the prior written consent of Wheaton shall not be required in connection with a Change of Control of Parent Company if:
(i) within thirty (30) days of the date of such Change of Control, the Acquirer (if the Acquirer is not controlled by any other person) or the person that is not controlled by any other person that controls the Acquirer executes and delivers to Wheaton a guarantee of the payment and performance of all of the PMPA Obligations, in form and substance satisfactory to Wheaton, acting reasonably;
(ii) there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing as at the date of the Change of Control; and
(iii) each Supplier PMPA Entity acknowledges, confirms and agrees in favour of Wheaton that its obligations under each Transaction Document to which it is a party continue in full force and effect despite such Change of Control.
(c) Notwithstanding Section 6.6(a)(i) and Section 6.6(a)(ii), subject to Section 6.1(b), the Project Owners may Transfer Project Assets (other than any Mining Properties) not reasonably required for, or useful in connection with, the operation of the Mine in accordance with the applicable mine plan.
(d) For greater certainty, without derogating from Wheaton’s rights under Section 6.6(a), it will not be unreasonable for Wheaton to withhold its consent under Section 6.6(a) in respect of any direct or indirect Transfer of all or substantially all of the Project Assets (including through a Change of Control) where the conditions set out in Section 6.6(b) are not substantially complied with.
6.7 Encumbrances
Subject to Sections 7.1, 7.2, and 7.3 Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not, grant or allow to exist an Encumbrance, other than Permitted Encumbrances, in respect of all or any of the Project Assets, in favour of any other person. Notwithstanding any other provision of this Agreement, the Supplier PMPA Entities shall not be permitted to grant any security in, to or over any Collateral to any person unless Wheaton has first been granted security in, to or over such Collateral in accordance with Sections 7.1 and 7.3 (and thereafter any proposed grant of security in, to or over any such Collateral shall remain subject to the terms and conditions of this Agreement).
6.8 Offtake Agreements
(a) Supplier and Parent Company shall, and shall cause the other Supplier Group Entities to:
(i) cause all terms and conditions relating to gold (including the timing of transfer of title and risk to the Offtaker and timing of Offtaker Payments in respect of gold, but excluding any terms or conditions setting out payable gold rates, pricing or Offtaker Charges) of any Offtake Agreements entered into by a Supplier Group Entity to be: (A) on commercially reasonable arm’s length terms and conditions for Saleable Products similar in make up and quality to those derived from the Mining Properties; and (B) contain splitting limits for gold not greater than one percent; and
MTDOCS 62481088
(ii) take commercially reasonable steps to enforce, and shall cause the other Supplier Group Entities to take commercially reasonable steps to enforce, its and their respective rights and remedies under such Offtake Agreements with respect to any breaches of the terms or conditions thereof relating to gold,
provided that this Section 6.8(a) shall not apply to the Orion Offtake Agreement, and provided, further, that any underlying Offtake Agreement pursuant to which any Supplier Group Entity receives refined gold to be delivered to Orion Offtaker under the Orion Offtake Agreement shall be subject to this Section 6.8(a).
(b) Supplier shall notify Wheaton in writing of any dispute arising out of or in connection with any Offtake Agreement is commenced and shall provide Wheaton with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute.
(c) Supplier shall provide a copy of any Offtake Agreement to Wheaton upon request from time to time.
(d) Supplier and Parent Company shall ensure, and shall cause the other Supplier Group Entities to ensure, that no Supplier Group Entity or Related Party Furnace shall smelt, refine or beneficitate any Produced Gold and that any sale or delivery of Produced Gold shall not be made to a Related Party Furnace and shall only be made to an Offtaker pursuant to an Offtake Agreement.
6.9 Related Party Transactions
Without limiting any other provision of this Agreement, Supplier and Parent Company shall ensure that any Related Party Transaction entered into by the Supplier PMPA Entities shall be:
(a) bona fide and on terms and conditions that are commercially reasonable and could be obtained in a similar arm's length transaction; and
(b) subject to a subordination and postponement agreement in accordance with Section 7.1(e).
6.10 No Further Streaming Transactions
During the Deposit Period, Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not, enter into, or agree to enter into, any Stream Equivalent Transaction. This Section 6.10 shall not apply to any metals forward sales or options or other metals sales or metals loans to a financial institution or bullion bank not engaging in the business of streaming, royalty or metal prepay transactions, provided in each case there is not an upfront payment made in respect of all or any portion of the underlying value of the metal that is the subject of the relevant arrangement.
6.11 Indebtedness
During the Deposit Period, Supplier and Parent Company shall not, and shall cause the other Supplier PMPA Entities to not, incur, assume, guarantee or otherwise be or become liable for any Financial Indebtedness without the prior written consent of Wheaton, other than:
(a) Financial Indebtedness in respect of a credit facility provided by Acquisition Facility Lenders, the proceeds of which are used solely to finance the Acquisition and for general
MTDOCS 62481088
- 45 -
corporate purposes, up to a maximum principal amount of $[Redacted - Commercially Sensitive Information]$ (including any refinancing that does not increase the principal amount thereof) (the “Acquisition Facility”);
(b) any Financial Indebtedness in respect of equipment leases or purchase money security obligations for Project Assets (“Equipment Financing”), provided that (i) the aggregate principal amount of such Financial Indebtedness shall not at any time exceed $[Redacted - Commercially Sensitive Information]$ and (ii) in the case of any Equipment Financing in excess of $[Redacted - Commercially Sensitive Information]$ provided by the same person (together with its Affiliates), Wheaton, the providers of such Financial Indebtedness and the relevant Supplier Group Entities have entered into an intercreditor agreement (such agreement to be negotiated in good faith) at the cost and expense of Supplier to address such matters as the parties thereto may reasonably require;
(c) any Financial Indebtedness in respect of Hedging Agreements;
(d) any Financial Indebtedness, or any other form of financial accommodation, provided by one Supplier Group Entity to another Supplier Group Entity; provided that: (A) such Financial Indebtedness or financial accommodation is used solely for the development, expansion, construction, or operation of the Mine; and (B) the lending Supplier Group Entity has entered into a subordination and postponement agreement, in form and substance satisfactory to Wheaton, acting reasonably, to postpone and subordinate such Financial Indebtedness and financial accommodation, in each case, in the event that a Trigger Event occurs and is continuing;
(e) any Financial Indebtedness in respect of cash management arrangements and related obligations incurred in the ordinary course of business;
(f) any Financial Indebtedness in respect of reclamation bonding obligations for the Mine that are required by Applicable Law, up to a maximum principal and/or face amount (as applicable) of C$[Redacted - Commercially Sensitive Information];
(g) Financial Indebtedness in respect of the Contingent Cash Consideration;
(h) Financial Indebtedness in respect of the Convertible Debentures; or
(i) other Financial Indebtedness (other than Financial Indebtedness contemplated by Section 6.11(d)), in any amount, provided that the Debt Service Coverage Ratio calculated as of the date of the incurrence of any such Financial Indebtedness exceeds 1.75:1 and Supplier has delivered to Wheaton a certificate of a director or senior officer of Supplier, in form and substance satisfactory to Wheaton, acting reasonably, certifying a detailed calculation of the Debt Service Coverage Ratio,
During any Inequivalent Security Period, Supplier shall not, and Supplier and Parent Company shall cause the Supplier PMPA Entities other than Parent Company to not, incur, assume, guarantee or otherwise be or
MTDOCS 62481088
- 46 -
become liable for any Financial Indebtedness without the prior written consent of Wheaton, other than Financial Indebtedness set out in paragraphs (a) through (i) above.
6.12 No Distribution
Without the prior written consent of Wheaton, Supplier and Parent Company shall not, and shall cause each other Supplier PMPA Entity to not:
(a) during the Deposit Period, make any Distribution, other than any Distribution required to enable any Supplier Group Entity to pay the Contingent Cash Consideration, unless the Debt Service Coverage Ratio calculated as of the date of the Distribution (and after giving effect to thereto) exceeds 1.75:1 and Supplier has delivered to Wheaton a certificate of a director or senior officer of Supplier, in form and substance satisfactory to Wheaton, acting reasonably, certifying a detailed calculation of the Debt Service Coverage Ratio; and
(b) whether during or after the Deposit Period, upon the occurrence of a Trigger Event and until ninety (90) days after any such Trigger Event has been remedied or in the event the making of a Distribution would cause a Trigger Event, make any Distribution except to another Supplier Group Entity for the purpose of remedying a Trigger Event.
6.13 Right of First Refusal
(a) Supplier shall ensure that no Supplier Group Entity sells or Transfers any ROFR Interest except in accordance with this Section 6.13 and provided that the requirements set out in Section 6.10 (with respect to Stream Equivalent Transactions) and Section 6.11 (with respect to Prepay Transactions), as applicable, are complied with.
(b) If any Supplier Group Entity (the "Vendor") receives a definitive offer from a third party, in the form of a written definitive agreement, executed by such third party, that would be binding upon acceptance by the Vendor, to purchase a ROFR Interest (a "Third Party Offer"), and the Vendor is willing to accept that Third Party Offer, then the Supplier PMPA Entities shall cause the Vendor, by notice in writing delivered to Wheaton, to offer to sell all, but not less than all, of the ROFR Interest so sought to be purchased by the third party under the Third Party Offer to Wheaton at the same price and otherwise upon the same terms and conditions as are contained in the Third Party Offer, and to provide to Wheaton the best available information that any Supplier Group Entity has with respect to the ROFR Interest (including any information provided to the third party) (the "ROFR Offer"); provided that, if the Third Party Offer includes non cash consideration that is personal to the third party (including shares of the third party), then Wheaton shall be entitled to substitute such non cash consideration with cash or non cash consideration that is personal to Wheaton (including shares of Wheaton or any of its Affiliates) with the same or greater value, liquidity and marketability as the third party's non cash consideration; and further provided that, if the Third Party Offer includes or is conditional upon the purchase of any asset other than a ROFR Interest from the Vendor, then the ROFR Offer shall similarly include such other assets.
(c) Wheaton may, within thirty (30) days from the date of delivery of the ROFR Offer, accept the ROFR Offer by notice in writing delivered to the Vendor, in which event it shall then become a binding agreement of purchase and sale between Wheaton and the Vendor at the price and upon the terms and conditions contained in the ROFR Offer; provided that, if so elected by Wheaton in its acceptance notice and without affecting the binding nature of the
MTDOCS 62481088
- 47 -
agreement between the Vendor and Wheaton, Wheaton may require that the terms and conditions contained in the ROFR Offer be amended to require that mineral sales and deliveries be sold and delivered to Wheaton pursuant to a transaction structure substantially similar to the transaction structure contemplated by this Agreement rather than as contemplated in the ROFR Offer; provided that such amendment does not adversely change the economic substance of the amended ROFR Offer as compared to the Third Party Offer.
(d) If Wheaton does not accept the ROFR Offer, then the Vendor shall be free to sell all (but not less than all) of such ROFR Interest to the applicable third party on the terms of the Third Party Offer (including, for greater certainty, the terms of the written definitive agreement included therein). If the Vendor and the third party have not entered into a binding, written agreement pertaining to all (but not less than all) of such ROFR Interest on the terms of the Third Party Offer (including, for greater certainty, the terms of the written definitive agreement included therein) (the “Third Party Agreement”) within ninety (90) days of the expiry of the thirty (30) day period set forth in Section 6.13(c) then Supplier and the Vendor shall again be required to comply with the terms of this Agreement with respect to that Third Party Offer before selling the ROFR Interest that is the subject to the Third Party Offer to a third party. Supplier shall provide Wheaton with a copy of the Third Party Agreement promptly once it is executed and delivered, and shall execute and deliver to Wheaton at the completion of the transactions contemplated by the Third Party Agreement a certificate of a director or senior officer of Supplier certifying that the sale of the ROFR Interest to the third party was completed pursuant to the terms of the Third Party Offer.
(e) For the avoidance of doubt, this Section 6.13:
(i) is intended to apply, mutatis mutandis, to any offer made by a Vendor to any third party to sell a ROFR Interest, with such changes as are necessary to make this Section 6.13 applicable thereto; and
(ii) shall not apply to any metals forward sales or options or other metals sales or metals loans to a financial institution or bullion bank not engaging in the business of streaming, royalty or metal prepay transactions, provided in each case there is not an upfront payment made in respect of all or any portion of the underlying value of the metal that is the subject of the relevant arrangement.
6.14 Sanctions
At all times, Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to:
(a) ensure, and maintain and implement procedures and policies to ensure, that none of the Supplier PMPA Entities or any of the directors, officers or employees of any of the Supplier PMPA Entities are Restricted Persons; and
(b) ensure, and maintain and implement procedures and policies to ensure, that the Supplier PMPA Entities are in compliance with all Canadian Sanctions, economic sanctions and terrorism financing legislation of the United States as permissible under domestic law, and other Applicable Laws related to economic sanctions and terrorism financing, including protocols for screening counterparties against lists maintained to identify Restricted Persons.
MTDOCS 62481088
- 48 -
6.15 Sustainability Matters
(a) Promptly following the Closing Date, but in any event no later than six (6) months after the Closing Date, the Supplier and the Parent Company shall cause the Project Owners to develop and to thereafter maintain an environmental and social management plan (the "ESMP") designed to ensure the Project Owners' compliance with the GISTM and the TSM/CMS.
(b) Supplier shall perform a Sustainability Self-Assessment on an annual basis, with the first such Sustainability Self-Assessment to be conducted no later than the first anniversary following the Closing Date in respect of the period between the Closing Date and the date of such Sustainability Self-Assessment, with each subsequent Sustainability Self-Assessment to be conducted in respect of the period since the previous such Sustainability Self-Assessment was conducted. Supplier shall provide the results of the Sustainability Self-Assessment to Wheaton promptly upon completion thereof.
(c) Wheaton and Supplier shall jointly retain, at Supplier's sole cost and expense, the Sustainability Auditor to perform a Sustainability Audit once every three (3) years, with the first such Sustainability Audit to be conducted no later than the first anniversary following the Closing Date in respect of the period between the Closing Date and the date of such Sustainability Audit, with each subsequent Sustainability Audit to be conducted in respect of the period since the previous such Sustainability Audit was conducted. The scope of the Sustainability Audit shall be determined by Supplier, acting reasonably, with reference to the Sustainability Standards, giving due consideration to any input from Wheaton and the Sustainability Auditor, it being acknowledged and agreed that Supplier shall not be limited from exceeding the minimum parameters put forth by Wheaton.
(d) Without limiting any other provision in this Agreement:
(i) in the event that, a Sustainability Default has been identified in conjunction with the Sustainability Audit or a Sustainability Self-Assessment or otherwise, the Supplier shall develop and provide to Wheaton, within a reasonable period of time as determined by the Sustainability Auditor, a reasonable plan pursuant to which the Supplier PMPA Entities propose to address such Sustainability Default (the "Sustainability Corrective Action Plan"), which Sustainability Corrective Action Plan will include a proposed reasonable timeframe to address the Sustainability Default (the "SCAP Resolution Timeframe") and otherwise contain reasonably sufficient detail as to the manner in which the Sustainability Default will be addressed; and
(ii) Wheaton and the Supplier (and to the extent determined to be necessary or appropriate the Sustainability Auditor) shall consult with each other and seek to reach mutual agreement with respect to the Sustainability Corrective Action Plan, the SCAP Resolution Timeframe, the resolution and remediation of any Sustainability Defaults and all matters related to the foregoing (the "Sustainability Matters"). For greater certainty, to the extent Wheaton and Supplier are unable to reach agreement on any Sustainability Matter, the dispute resolution provisions in Section 9.5 shall apply.
(e) Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, use all reasonable efforts to implement any Sustainability Corrective Action Plan and
MTDOCS 62481088
otherwise seek to resolve and remedy any Sustainability Default within the SCAP Resolution Timeframe to achieve compliance with the Sustainability Standards. From time to time, upon the request of Wheaton, the Supplier shall deliver to Wheaton an update on the status and actions taken with respect to the Sustainability Corrective Action Plan and any outstanding Sustainability Defaults.
6.16 Purchase Agreement Matters
Without limiting any other provisions in this Agreement (provided that, for the avoidance of doubt, this does not expand, impact or modify the conditions precedent set forth in Section 3.2(a)):
(a) Supplier and Parent Company shall provide Wheaton with immediate written notice if a Purchase Agreement Termination Event occurs;
(b) Supplier and Parent Company shall provide Wheaton with prompt written notice if there is any actual or alleged breach or default by any of the Seller Group or their Affiliates under the Purchase Agreement;
(c) Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not: (i) waive or amend any closing conditions or other provisions in the Purchase Agreement or any of the related documents that are to their benefit; or (ii) consent to, or waive, any actual or alleged breach or default by any of the Seller Group or their Affiliates under the Purchase Agreement or any of the related documents, in each case, without providing at least five (5) Business Days' prior notice to Wheaton; and
(d) promptly whenever any amendment, restatement, supplement, or other modification or waiver of the Purchase Agreement is entered into, Supplier shall provide Wheaton with a copy of such amendment, restatement, supplement, modification or waiver, as applicable.
ARTICLE 7 GUARANTEES AND SECURITY
7.1 Guarantees and Security
(a) Parent Company shall (i) execute and deliver a guarantee in favour of Wheaton, in form and substance satisfactory to Wheaton, acting reasonably, guaranteeing the payment and performance, when due, of all PMPA Obligations (the "Parent Company Guarantee") and (ii) grant as security for its obligations under the Parent Company Guarantee, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and over all present and after-acquired property and assets of Parent Company, including all debt, liabilities, securities and other equity interests held by Parent Company in any other person, and in each case including all proceeds thereof, but excluding any Excluded Collateral (the "Parent Company Collateral"), all pursuant to one or more agreements (collectively, the "Parent Company Security Agreements"), in form and substance satisfactory to Wheaton, acting reasonably.
(b) Supplier and Parent Company shall cause each direct or indirect subsidiary of Parent Company (other than the Supplier and the Project Owners) holding a direct or indirect interest in or to, now or in the future, Supplier, the Project Owners, the Mining Properties, the Project Assets, Produced Gold (each a "Holdco") to (i) execute and deliver a guarantee in favour of Wheaton, in form and substance satisfactory to Wheaton, acting reasonably,
MTDOCS 62481088
- 50 -
guaranteeing the payment and performance, when due, of all PMPA Obligations (the "Holdco Guarantees") and (ii) grant as security for its obligations under its Holdco Guarantee, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and overall present and after-acquired property and assets of such Holdco, including all debt, liabilities, securities and other equity interests held by such Holdco in any other person, and in each case including all proceeds thereof, but excluding any Excluded Collateral (the "Holdco Collateral"), all pursuant to one or more agreements (collectively, the "Holdco Security Agreements"), in form and substance satisfactory to Wheaton, acting reasonably.
(c) Supplier and Parent Company shall cause each of the Project Owners to (i) execute and deliver a guarantee in favour of Wheaton, in form and substance satisfactory to Wheaton, acting reasonably, guaranteeing the payment and performance, when due, of all PMPA Obligations (the "Project Owner Guarantees") and (ii) grant as security for its obligations under its Project Owner Guarantee, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and over all present and after acquired property and assets of such Project Owner, including (A) the Project Assets, (B) the Produced Gold and (C) all debt, liabilities, securities and other equity interests held by such Project Owner in any other person, and in each case including all proceeds thereof, but excluding any Excluded Collateral (the "Project Owner Collateral"), all pursuant to one or more agreements (collectively, the "Project Owner Security Agreements"), in form and substance satisfactory to Wheaton, acting reasonably.
(d) Supplier shall grant, as security for its obligations hereunder, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and over all present and after acquired property and assets of Supplier, including all debt, liabilities, securities and other equity interests held by Supplier in any other person, and in each case including all proceeds thereof, but excluding any Excluded Collateral (the "Supplier Collateral"), all pursuant to one or more agreements (collectively, the "Supplier Security Agreements"), in form and substance satisfactory to Wheaton, acting reasonably.
(e) Supplier and Parent Company shall cause each Supplier Group Entity and Project Equity Party to whom any debt, liability or obligation is owed by a Supplier PMPA Entity (including pursuant to a Related Party Transaction), to execute and deliver a written assignment and postponement of claims (or the equivalent security instrument under any Applicable Law), in favour of Wheaton and in form and substance satisfactory to Wheaton, acting reasonably, that assigns, by way of a security interest and subject only to the Prior Ranking Permitted Encumbrances, all such debts, liabilities or obligations to Wheaton and subordinates and postpones the enforcement of any such debts, liabilities and obligations and the realization of any charges or security interests to secure such claims to the Security Agreements and, upon the occurrence of a Trigger Event and until ninety (90) days after any such Trigger Event has been remedied, subordinates and postpones the payment of all such debts, liabilities and obligations to the payment in full of all debts, liabilities and obligations of such person to Wheaton.
(f) Supplier and Parent Company shall cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as Wheaton may from time to time reasonably require to obtain, perfect, maintain and preserve first ranking prior perfected charges and security interests in, to and over all of
MTDOCS 62481088
- 51 -
the Collateral, subject only to Prior Ranking Permitted Encumbrances. Without limiting the foregoing, if any Excluded Collateral ceases to be Excluded Collateral (for example, any Excluded Securities in respect of which the proviso in paragraph (i) of the definition of “Excluded Collateral” ceases to apply), the applicable Supplier Group Entity shall grant the applicable charges and security interests that are required pursuant to this Section 7.1 in respect of such former Excluded Collateral. In addition to the foregoing, in the event of any extension, renewal, replacement, conversion or substitution of any of the Mining Properties (or any part thereof), then Supplier and Parent Company shall execute and deliver, or cause to be executed and delivered, all agreements, documents, instruments and registrations, and do all such further acts and things as Wheaton may require, to obtain perfect and preserve a first ranking security interest in such tenement, right or interest or resulting tenement, right or interest, subject only to Prior Ranking Permitted Encumbrances, as security for the payment and performance, when due, of all PMPA Obligations. Wheaton hereby agrees that immediately upon any Collateral becoming Excluded Collateral, such Excluded Collateral shall automatically be released and discharged by Wheaton through no further action, consent, declaration or other requirement on the part of Wheaton, and Wheaton shall thereupon be deemed to not have any interest in such Excluded Collateral (subject to any reinstatement as contemplated by this Section 7.1(f)).
(g) Supplier and Parent Company shall not, and shall cause each other Supplier Group Entity to not, contest in any manner the effectiveness, validity, binding nature or enforceability of this Agreement, any Guarantee or any of the Security.
(h) Without limiting any of the other provisions of this Agreement, until the Uncredited Deposit is reduced to nil, if Wheaton enters into an intercreditor agreement with any lender or financier pursuant to Section 7.2 or Section 6.11(b) (or circumstances otherwise exist where any lender holds security that ranks senior to or pari passu with the Security), then the Supplier Group Entities shall ensure that, in addition to any guarantees and security contemplated by this Article 7, Wheaton shall receive the same guarantees and security provided by the Supplier Group Entities to such lender or financier, concurrently with the lender or financier receiving such guarantees and security.
7.2 Intercreditor Agreements
If any Supplier Group Entity wishes to grant an Encumbrance in, to or over any Collateral in respect of the Acquisition Facility (or any refinancing thereof that is permitted pursuant to Section 6.11(a)), then Wheaton agrees to enter into an intercreditor agreement with the relevant lenders and the relevant Supplier Group Entities (such agreement to be negotiated in good faith) to, among other things, (i) implement the terms and conditions set forth in Schedule G; and (ii) address such other matters as the relevant lenders, the relevant Supplier Group Entity, or Wheaton may reasonably require. If requested by Supplier, Wheaton shall agree to have any Collateral that is subject to any such intercreditor agreement held by a collateral agent (which may be one of the relevant lenders) on behalf of both Wheaton and the relevant lenders, subject to and conditional upon the relevant lenders agreeing the same.
7.3 Post-Closing Collateral
(a) Without limiting any of the other provisions of this Agreement:
(i) as it relates to any Post-Closing Collateral that constitutes equity interests of Project Owners, as soon as practicable after the Closing Date and, in any event, by
MTDOCS 62481088
- 52 -
the earlier of (x) the date that the same or substantially equivalent documents or items are delivered to the lenders under the Acquisition Facility; and (y) the date that is one Business Day after the Closing Date, Supplier and Parent Company shall, and shall cause each other Supplier PMPA Entity to:
(A) execute and deliver to Wheaton the Security Agreements to which it is a party that create a security interest over such Post-Closing Collateral;
(B) make, or arrange for, all such registrations, filings and recordings of such Security in all Relevant Jurisdictions, and do all such other acts and things as may be necessary or advisable to create, perfect or preserve such Security in accordance with Section 7.1, such that such Security constitutes a valid and enforceable charge over such Post-Closing Collateral subject only to Permitted Encumbrances, and deliver to Wheaton evidence of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;
(C) deliver to Wheaton a current (dated no earlier than ten (10) Business Days prior to the effective date of any Security Agreements delivered pursuant to Section 7.3(a)(i)(A)) certificate of status, good standing or compliance (or equivalent) for each Supplier PMPA Entity that is party to any Security Agreements delivered pursuant to Section 7.3(a)(i)(A), each issued by the relevant Governmental Authority;
(D) execute and deliver to Wheaton a certificate of a director or senior officer each Supplier PMPA Entity that is party to any Security Agreements delivered pursuant to Section 7.3(a)(i)(A), certifying the constating documents of such entity, the resolutions of the board of directors or the relevant corporate body of such entity authorizing the execution, delivery and performance of any Security Agreements delivered pursuant to Section 7.3(a)(i)(A) to which it is a party and the transactions contemplated thereby, the names, positions and true signatures of the persons authorized to sign such Security Agreements, and such other matters pertaining to the transactions contemplated thereby as Wheaton may reasonably require; and
(E) deliver to Wheaton opinions from external legal counsel to the Supplier PMPA Entities as to, among other things: (A) the legal status of each Supplier PMPA Entity that is party any Security Agreements delivered pursuant to Section 7.3(a)(i)(A) and the authorized and issued capital of such Supplier PMPA Entity other than Parent Company (including the registered ownership of such securities); (B) the power, capacity and authority of each such Supplier PMPA Entity to execute, deliver and perform such Security Agreements; (C) the execution and delivery by each such Supplier PMPA Entity of such Security Agreements and the enforceability thereof against it, and if applicable, any powers of attorneys granted to any individuals who signed the relevant documentation on its behalf and the enforceability against such Supplier PMPA Entity; (D) the registrations, filings and recordings made in all Relevant Jurisdictions to create, perfect and otherwise preserve the Security and attaching the
MTDOCS 62481088
- 53 -
results of the usual searches that would be conducted in each of the Relevant Jurisdictions in connection with the Security; and (E) that the Security creates valid and enforceable security interests in favour of Wheaton in such Post-Closing Collateral,
in each case, in form and substance satisfactory to Wheaton, acting reasonably; and
(ii) as it relates to any Post-Closing Collateral other than equity interests of Project Owners, as soon as practicable after the Closing Date and, in any event, by the earlier of (x) the date that the same or substantially equivalent documents or items are delivered to the lenders under the Acquisition Facility; and (y) the date that is ninety (90) days after the Closing Date, Supplier and Parent Company shall, and shall cause each other Supplier PMPA Entity to:
(A) execute and deliver to Wheaton the Security Agreements to which it is a party that create a security interest over such Post-Closing Collateral;
(B) make, or arrange for, all such registrations, filings and recordings of such Security in all Relevant Jurisdictions, and do all such other acts and things as may be necessary or advisable to create, perfect or preserve such Security in accordance with Section 7.1, such that such Security constitutes a valid and enforceable charge over such Post-Closing Collateral subject only to Permitted Encumbrances. and deliver to Wheaton evidence of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;
(C) deliver to Wheaton a current (dated no earlier than ten (10) Business Days prior to the effective date of any Security Agreements delivered pursuant to Section 7.3(a)(ii)(A)) certificate of status, good standing or compliance (or equivalent) for each Supplier PMPA Entity that is party to any Security Agreements delivered pursuant to Section 7.3(a)(ii)(A), each issued by the relevant Governmental Authority;
(D) execute and deliver to Wheaton a certificate of a director or senior officer each Supplier PMPA Entity that is party to any Security Agreements delivered pursuant to Section 7.3(a)(ii)(A), certifying the constating documents of such entity, the resolutions of the board of directors or the relevant corporate body of such entity authorizing the execution, delivery and performance of any Security Agreements delivered pursuant to Section 7.3(a)(ii)(A) to which it is a party and the transactions contemplated thereby, the names, positions and true signatures of the persons authorized to sign such Security Agreements, and such other matters pertaining to the transactions contemplated hereby as Wheaton may reasonably require; and
(E) deliver to Wheaton opinions from external legal counsel to the Supplier PMPA Entities as to, among other things: (A) the legal status of each Supplier PMPA Entity that is party any Security Agreements delivered pursuant to Section 7.3(a)(ii)(A) and the authorized and issued capital of
MTDOCS 62481088
- 54 -
such Supplier PMPA Entity other than Parent Company (including the registered ownership of such securities); (B) the power, capacity and authority of each such Supplier PMPA Entity to execute, deliver and perform such Security Agreements; (C) the execution and delivery by each such Supplier PMPA Entity of such Security Agreements and the enforceability thereof against it, and if applicable, any powers of attorneys granted to any individuals who signed the relevant documentation on its behalf and the enforceability against such Supplier PMPA Entity; (D) the registrations, filings and recordings made in all Relevant Jurisdictions to create, perfect and otherwise preserve the Security and attaching the results of the usual searches that would be conducted in each of the Relevant Jurisdictions in connection with the Security; and (E) that the Security creates valid and enforceable security interests in favour of Wheaton in such Post-Closing Collateral,
in each case, in form and substance satisfactory to Wheaton, acting reasonably.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of Supplier PMPA Entities
Supplier and Parent Company, acknowledging that Wheaton is entering into this Agreement in reliance thereon, hereby (a) jointly and severally make the representations and warranties to Wheaton set forth in Schedule E; and (b) agree that all such representations and warranties are deemed repeated by Supplier and Parent Company, jointly and severally, on the Closing Date, provided, however, that, for the avoidance of doubt, and as set forth in Section 3.2(a), Wheaton acknowledges, confirms and agrees that only the accuracy of the representations and warranties of the Supplier and the Parent Company that are Specified Representations are conditions to the payment of the Deposit by Wheaton to Supplier on the Closing Date. For the avoidance of doubt, the occurrence of the Closing Date and the advance of the Deposit by Wheaton does not constitute, and shall not be construed as, a waiver by Wheaton of (x) any of the representations and warranties, covenants, or other terms and conditions of this Agreement or the other Transaction Documents, or (y) any breach thereof or default thereunder.
8.2 Representations and Warranties of Wheaton
Wheaton, acknowledging that the Supplier PMPA Entities are entering into this Agreement in reliance thereon, hereby (a) makes the representations and warranties to the Supplier PMPA Entities set forth in Schedule F; and (b) agrees that all such representations and warranties are deemed repeated by Wheaton on the Closing Date.
8.3 Survival of Representations and Warranties
The representations and warranties set forth above shall survive the execution and delivery of this Agreement.
8.4 Knowledge
Where any representation or warranty contained in this Agreement is expressly qualified by reference to the "knowledge" of the Supplier PMPA Entities, it shall be deemed to refer to the actual knowledge of Jason Kosek, Jonathan Awde, Jon Case, Glenn Kumoi and Eric Tremblay, and any director or officer of
MTDOCS 62481088
the Supplier PMPA Entities (other than directors or officers of the Project Owners that do not continue in such positions following the Closing Date), and all knowledge which such persons would have if such person made due enquiry into the relevant subject matter having regard to the role and responsibilities of such person.
ARTICLE 9
DEFAULTS AND DISPUTES
9.1 Events of Default
Each of the following events or circumstances constitutes an event of default (each, an "Event of Default"):
(a) Supplier fails to sell and deliver Refined Gold to Wheaton on the terms and conditions set forth in this Agreement within ten (10) Business Days of receipt of notice from Wheaton notifying Supplier of such default;
(b) Supplier fails to make timely payment of any amount due under this Agreement within 30 days of receipt of notice from Wheaton notifying Supplier of such default;
(c) other than a breach or default of any representation, warranty, covenant, or obligation that is specifically dealt with elsewhere in this Section 9.1, any Supplier PMPA Entity is in breach or default of any of its representations, warranties, covenants or obligations set forth in any Transaction Document in any material respect (or in any respect in the case of representations, warranties, covenants or obligations that are already qualified by materiality or by Adverse Impact), and such breach or default is not remedied within thirty (30) days following delivery by Wheaton to Supplier of written notice of such breach or default, or such longer period of time as Wheaton may determine in its sole discretion;
(d) any Project Owner does not observe and perform any covenant or obligation that Parent Company or Supplier is required to cause the Project Owners to observe or perform under this Agreement or that otherwise relates to the Project Owners (including the occurrence or existence of a fact, change, or event with respect to the Project Owners contrary to the terms of this Agreement), in any material respect (or in any respect in the case of covenants or obligations that are already qualified by materiality or by Adverse Impact), and such non-observance or non-performance is not remedied within a period of thirty (30) days following delivery by Wheaton to Supplier of written notice of such non-observance or non-performance, or such longer period of time as Wheaton may determine in its sole discretion;
(e) any substantial portion of the Mining Properties or other Project Assets is expropriated irreversibly and finally (without right of appeal) by a Governmental Authority, or a Governmental Authority otherwise takes any action irreversibly and finally (without right of appeal), including a cancellation or revocation of an Approval having the equivalent import to expropriation, in each case, the result of which is that all or substantially all of the rights, privileges and benefits pertaining to or associated with all or any part of the Mining Properties cease being for the benefit or entitlement of the Project Owners, whether as a result of ceasing to own such part of the Mining Properties or otherwise, or such expropriation or such action ceases to be contested diligently and in good faith by appropriate proceedings by the Supplier PMPA Entities;
MTDOCS 62481088
(f) subject to Section 7.2, the Security does not constitute a first ranking Encumbrance over the Collateral, subject only to Prior Ranking Permitted Encumbrances;
(g) the occurrence of a Change of Control of Parent Company, other than a Change of Control that is permitted in accordance with Section 6.6(b); and
(h) the occurrence of an Insolvency Event or a Lender Event affecting a Supplier PMPA Entity.
For greater certainty, the Parties acknowledge and agree that the absence of an Event of Default is not a condition precedent to payment of the Deposit on the Closing Date as set forth in Section 3.2.
9.2 Remedies
(a) If an Event of Default occurs and is continuing, Wheaton shall have the right, upon written notice to Supplier, at its option and in addition to and not in substitution for any other rights and remedies available hereunder or at law or equity, to take any or all of the following actions in its sole discretion:
(i) demand all amounts and deliveries owing by any of the Supplier PMPA Entities to Wheaton, including pursuant to Section 9.3, and set off any such amount in accordance with Section 10.5;
(ii) enforce the Security;
(iii) bring an action for specific performance; and
(iv) provided that the Acquisition Closing has occurred, terminate this Agreement by written notice to Supplier and demand:
(A) payment of any Uncredited Deposit in accordance with Section 4.2; and
(B) without limiting Section 9.2(a)(i), payment in respect of all Losses suffered or incurred as a result of the occurrence of such Event of Default and termination, including any Losses determined in accordance with Section 9.3(d),
and all such deliveries and amounts shall become immediately due and payable upon demand.
(b) The Parties hereby acknowledge and agree that: (i) Wheaton will be damaged by an Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from an Event of Default; (iii) any sums payable in accordance with Section 9.2(a)(iv) (including any sums based on the Stream NPV) with respect to an Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Section 9.2(a)(iv) or with respect to an Event of Default represents a reasonable estimate of fair compensation for the Losses that may reasonably be anticipated from such Event of Default in full and final satisfaction of all amounts owed in respect of such Event of Default.
(c) The rights of Wheaton to any remedy under this Agreement (including any right to indemnification) shall not be impacted or limited by any knowledge that Wheaton may
MTDOCS 62481088
- 57 -
have acquired, or could have acquired, at any time (including whether before or after the Effective Date, the date hereof, or the Closing Date, and including as a result of any disclosure made by the Supplier Group Entities), nor by any investigation or diligence by or on behalf of Wheaton. Each of Supplier and Parent Company hereby acknowledges that, regardless of any investigation made, or not made, by or on behalf of Wheaton, and regardless of the results of any such investigation, Wheaton has entered into this Agreement and the transactions contemplated by this Agreement in express reliance upon the representations and warranties of Supplier and Parent Company made in this Agreement. Without limiting the generality of the foregoing, the waiver of any condition based upon the accuracy of any representation or warranty herein shall not affect Wheaton's right to any remedy under this Agreement (including any right to indemnification) based upon such representation or warranty.
9.3 Indemnity
(a) Each of the Parties agrees to indemnify and save harmless the other Parties and their respective Affiliates and directors, officers, employees and agents from and against any and all Losses suffered or incurred by any of the foregoing persons in connection with:
(i) any inaccuracy in or default or breach of any representation or warranty of such Party contained in this Agreement;
(ii) any breach or non performance by such Party of any covenant or obligation to be performed by it pursuant to this Agreement;
(iii) in the case of indemnification by any of the Supplier PMPA Entities, an Event of Default; and
(iv) pursuing any remedies to which a Party is entitled hereunder.
(b) This Section 9.3, and each other indemnification of a Party under this Agreement, is:
(i) a continuing obligation, separate and independent from the Parties' other obligations and survives the termination of this Agreement; and
(ii) absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Party giving the indemnity.
(c) It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity under this Agreement.
(d) In determining the Losses suffered or incurred by Wheaton in connection with or relating to any future period (including in connection with any claim for anticipatory breach, any claim in a proceeding in connection with an Insolvency Event where this Agreement is disclaimed, or in connection with the frustration, fundamental breach or termination of this Agreement other than in accordance with Article 4), such Losses shall include the net present value of the Refined Gold that would have reasonably been expected to have become due to be delivered by Supplier to Wheaton hereunder and all other amounts that would have reasonably been expected to have become payable to Wheaton hereunder (including any amounts payable pursuant to Section 4.2), but for the event giving rise to
MTDOCS 62481088
- 58 -
the need to determine such Losses, less the payments that would have reasonably been expected to have become payable to Supplier by Wheaton with respect to such Refined Gold, all determined in accordance with Schedule H (the “Stream NPV”). The Stream NPV shall be based on the principles, assumptions and procedures set forth on Schedule H.
9.4 Disputed Reports
(a) Any invoice or report provided pursuant to Section 5.1 and all deliveries of gold under this Agreement shall be deemed final and conclusive for all purposes with no adjustments, revisions or obligation to deliver any additional Refined Gold or return any delivered gold, or make or return any additional payment in respect of delivered gold, unless either Party notifies the other in writing (a “Dispute Notice”) that it disputes an invoice, report or quantity of gold previously delivered within three (3) years from the date of delivery of such invoice, report or quantity of gold.
(b) Wheaton and Supplier shall have thirty (30) days from the date the Dispute Notice is delivered to resolve the dispute. If Wheaton and Supplier have not resolved the dispute within such period, then Wheaton shall have the right to require Supplier to deliver an Auditor’s Report with respect to the subject matter of the dispute. Each of the parties agrees to deliver such Books and Records as may be reasonably requested by the person completing the Auditor’s Report.
(c) The costs of the Auditor’s Report shall be paid by Wheaton, unless the Auditor’s Report concludes that the Payable Gold for the period covered by the Dispute Notice is greater than the number of ounces of gold actually delivered in respect of such period, in which event the cost of the Auditor’s Report shall be for the account of Supplier.
9.5 Disputes
If a Dispute arises between the Parties (and for this purpose any of the Supplier Group Entities involved in the Dispute shall be deemed to be one Party, and Wheaton the other Party), including with respect to an Auditor’s Report or any Sustainability Matters, the Parties shall promptly and in good faith attempt to resolve such Dispute through negotiations conducted in the following manner:
(a) the disputing Party shall give written notice to the other Parties to the Dispute, which notice shall include a statement of the disputing Party’s position and a summary of the arguments supporting its position;
(b) within twenty (20) days after receipt of such notice, each receiving Party shall submit a written response to the disputing Party which shall also include a statement of the receiving Party’s position and a summary of the arguments supporting its position;
(c) the Chief Executive Officer or President of each of the Parties to the Dispute shall meet at a mutually acceptable time and place, but in any event within thirty (30) days after issuance of the disputing Party’s written notice to attempt to resolve the Dispute; and
(d) if the Dispute has not been resolved within ten (10) days after such meeting, any Party may pursue all other rights and remedies available at law.
MTDOCS 62481088
- 59 -
ARTICLE 10
ADDITIONAL PAYMENT TERMS
10.1 Payments
All cash payments due by one Party to another under this Agreement shall be made in U.S. dollars, except as otherwise expressly provided herein, and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the other Party in writing from time to time.
10.2 Taxes
(a) All deliveries of Refined Gold and all amounts paid by the Supplier PMPA Entities to Wheaton or retained hereunder by the Supplier PMPA Entities shall be made without any deduction, withholding, charge or levy for or on account of any Taxes (other than Excluded Taxes), all of which shall be for the account of the party making such delivery or payment. If any such Taxes are so required to be deducted, withheld, charged or levied by the party making such delivery or payment, then such party shall: (i) make, in addition to such delivery or payment, such additional delivery or payment as is necessary to ensure that the net amount received by Wheaton (free and clear and net of any such Taxes, including any Taxes required to be deducted, withheld, charged or levied on any such additional amount) equals the full amount Wheaton would have received had no such deduction, withholding, charge or levy been required; and (ii) provide documentation to Wheaton evidencing the remittance of such Taxes to the appropriate Governmental Authority. Any additional payment or delivery (the “Additional Amount”) by a party to Wheaton under this Section 10.2 shall not reduce the Uncredited Deposit.
(b) In the event that an amount paid or payable by a party under this Agreement is in respect of a taxable supply made in Canada that is subject to GST/HST, the supplier of the taxable supply shall levy the applicable GST/HST and issue to the other party an invoice for such tax that contains the information required under section 169 of the Excise Tax Act (Canada) and the Input Tax Credit Information (GST/HST) Regulations and the other party will pay such GST/HST in addition to the amount otherwise payable for such supply. The parties agree to work cooperatively to minimize GST/HST and facilitate the recovery of any GST/HST paid by the payor thereof, where applicable.
(c) Each of Supplier and Parent Company shall indemnify and save harmless Wheaton and its Affiliates, directors, partners, officers, employees, and agents to the extent Wheaton and/or any of its Affiliates, directors, partners, officers, employees and/or agents, as applicable, incurs or suffers any Losses relating to Taxes (other than Excluded Taxes) of any jurisdiction in which Supplier carries on business, has a permanent establishment, is organized or resident or in which the Mine is located incurred in connection with this Agreement. For clarity, Sections 9.3(b) and 9.3(c) apply to this Section 10.2(c).
(d) Wheaton shall use reasonable commercial efforts to seek a refund of any Taxes contemplated in Section 10.2(a) and required to be paid by any Supplier PMPA Entity. If Wheaton (i) receives a refund of any such Taxes, and (ii) has received an additional payment or amount from any Supplier PMPA Entity pursuant to Section 10.2(a) in respect of such refunded Taxes, Wheaton shall promptly remit to such Supplier PMPA Entity an amount equal to the lesser of: (x) the amount of such refunded Taxes plus any interest received by Wheaton in respect of such refunded Taxes; and (y) the amount of such refunded Taxes that was actually paid by such Supplier PMPA Entity plus a pro rata portion
MTDOCS 62481088
- 60 -
of the interest referred to in (x)(based on the portion of such refunded taxes paid by such Supplier PMPA Entity out of the total amount of such refunded taxes), net of any reasonable expenses associated with obtaining the refund.
10.3 New Tax Laws
In the event that any new Tax is implemented, or there shall occur any revision in, implementation of, amendment to or interpretation of any existing Tax, in each case that has an adverse effect on any of the Parties or any of their Affiliates in respect of the transactions contemplated by this Agreement, then the Supplier PMPA Entities on the one hand, and Wheaton on the other hand, agree that they shall negotiate in good faith with each other to amend this Agreement so that the other Parties and their Affiliates are no longer adversely affected by any such enactment, revision, implementation, amendment or interpretation, as the case may be; provided that any amendment to this Agreement shall not have any adverse impact on Supplier and its Affiliates on the one hand, and Wheaton and its Affiliates on the other hand.
10.4 Interest
(a) The dollar value of any Overdue Gold Ounces from time to time outstanding (such value, for the purposes of calculating interest, to be determined based on the Gold Market Price on the day gold ounces are added to the Overdue Gold Ounces, less the Gold Market Price originally added to the Overdue Gold Ounces for gold ounces deducted from the Overdue Gold Ounces on a "first in first out" basis) shall accrue interest at the annual rate of Prime plus [Redacted - Commercially Sensitive Information]. Interest shall be calculated, compounded and paid monthly.
(b) Without duplicating interest payable in accordance with Section 10.4(a), any dollar amount not paid when due shall accrue interest at the annual rate of Prime plus [Redacted - Commercially Sensitive Information] commencing as of the date such amount first became past due (which shall be deemed to be the date of termination of this Agreement in the event an amount is owed as a result of Section 9.2(a)(iv) and the date any Loss is first suffered or incurred in the event an amount is owed as a result of Section 9.3(a)). Interest shall be calculated, compounded and paid monthly.
(c) For purposes of the Interest Act (Canada), (i) whenever any interest under this Agreement is calculated using a rate based on a year of 360 days the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (A) the applicable rate based on a year of 360 days, (B) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (C) divided by 360; (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.
10.5 Set Off
Except as set out in Sections 2.2(a)(i)(B) and 2.2(a)(ii), any dollar amount not paid when due by a Party or any Overdue Gold Ounces may be set off by the other Party against any dollar amount or Refined Gold owed to such Party by the other Party. Any amount of Refined Gold set off and withheld by Supplier against any non payment by Wheaton, including any failure to pay the deposit or failure to pay for Refined Gold when due in accordance with Section 2.5, shall be valued at the Gold Market Price, as applicable, as of the date that such amount of Refined Gold first became payable to Wheaton. Any dollar amount set off and withheld against any Overdue Gold Ounces shall result in a reduction to the Overdue Gold Ounces by that
MTDOCS 62481088
number of ounces equal to the dollar amount set off divided by the Gold Market Price, as of the day such dollar amount first became payable.
10.6 Judgment Currency
If, for the purpose of obtaining or enforcing judgment against any party in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “Judgment Currency”) an amount due in another currency (the “Indebtedness Currency”) under this Agreement, that conversion will be made at the rate of exchange, which shall be that at which, in accordance with its normal banking procedures, the non defaulting party could purchase the Indebtedness Currency with the Judgment Currency on the Business Day immediately preceding the date on which judgment is given (or if received on a day other than a Business Day, on the next succeeding Business Day), or, if permitted by law, on the day on which the judgment is paid or satisfied (the “Rate of Exchange”). If, as a result of a change in the Rate of Exchange between the date of judgment and the date of actual payment, the conversion of the Judgment Currency into Indebtedness Currency results in the non defaulting party receiving less than the full amount of Indebtedness Currency payable to the non defaulting party, the defaulting party agrees to pay the non defaulting party an additional amount (and in any event not a lesser amount) as may be necessary to ensure that the amount received is not less than the full amount of Indebtedness Currency payable by the defaulting party on the date of judgment. Any additional amount due under this Section 10.6 will be due as a separate debt, gives rise to a separate cause of action, and will not be affected by judgment obtained for any other sums due under this Agreement.
ARTICLE 11
GENERAL
11.1 Further Assurances
Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.
11.2 No Joint Venture
Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between Wheaton and the Supplier PMPA Entities.
11.3 No Advice
Each Party acknowledges, understands and agrees that no other Party is providing or shall provide to it: (a) any tax, accounting or legal advice; or (b) any other assistance or advice with respect to creating, developing, planning, organizing or implementing the transactions related to or arising from this Agreement; provided that this Section 11.3 is not intended to prevent the Parties from reasonably cooperating in carrying out the transactions contemplated by this Agreement.
11.4 Governing Law
This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of Ontario shall have non exclusive jurisdiction to settle any dispute arising out of
MTDOCS 62481088
- 62 -
or in connection with this Agreement. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
11.5 Costs and Expenses
All costs and expenses incurred by a Party in considering whether to provide a consent contemplated under this Agreement or an amendment or waiver requested by any other Party, shall be for the account of such other Party. All reasonable and documented out-of-pocket costs and expenses in connection with any intercreditor agreements and the registration and perfection of security in accordance with this Agreement (including any stamp duty or taxes) shall be for the account of Supplier. Subject to the foregoing and except as otherwise expressly set out in this or any other Agreement, all costs and expenses incurred by a Party shall be for its own account.
11.6 Survival
Without limiting any other provision of this Agreement, the following provisions shall survive termination of this Agreement: Sections 4.2 5.2, 5.5, 7.1, 7.2, 7.3, 9.2, 9.3, 9.4, 9.5, 10.1, 10.2, 10.4, 10.5 and 10.6 and such other provisions of this Agreement as are required to give effect thereto.
11.7 Notices
Any notice or other communication (in each case, a "notice") required or permitted to be given hereunder shall be in writing and shall be delivered by hand addressed to:
(a) If to Supplier or Parent Company, to:
Carcetti Capital Corp.
67 East 5th Avenue
Vancouver, BC V5T 1G7
Attention: Counsel to Carcetti Capital Corp.
(b) If to Wheaton, to:
Wheaton Precious Metals Corp.
Wheaton Precious Metals Corp.
Suite 3500 – 1021 West Hastings St.
Vancouver, BC, Canada
V6E 0C3
Attention: General Counsel
Any notice given in accordance with this Section 11.7 shall be deemed to have been received when delivered.
Notwithstanding the foregoing, the Parties agree that a notice to be given pursuant to this Agreement shall be in writing and may be sent in accordance with the foregoing or may also be sent by electronic mail to the following email address:
(c) If to Supplier or Parent Company, to: [Redacted - Personal Information]
MTDOCS 62481088
(d) If to Wheaton, to: [Redacted - Personal Information]
Either Party may change its email or physical address for delivery of notices from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address.
11.8 Press Releases
The Parties shall jointly plan and co ordinate, and shall cause their respective Affiliates to jointly plan and co ordinate, any public notices, press releases, and any other publicity concerning this Agreement and the transactions contemplated by this Agreement unless a Party (or its Affiliate) is required to make such disclosure pursuant to Applicable Law in circumstances where prior consultation with the other Party is not practicable. To the extent reasonably practicable, a copy of such disclosure shall be provided to the other Party at such time as it is made publicly available.
11.9 Amendments
This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of Supplier and Wheaton, and the other Supplier PMPA Entities shall be deemed to have consented to any change, amendment or modification to any provision of this Agreement so agreed to by Supplier and Wheaton.
11.10 Beneficiaries
This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and, except as expressly contemplated herein, nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.
11.11 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto.
11.12 Waivers
Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
11.13 Assignment
This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns. The Supplier PMPA Entities shall not Transfer all or any part of this Agreement without the prior written consent of Wheaton. Wheaton shall be entitled at any time and from time to time to Transfer all or any part of this Agreement without the prior written consent of the other Parties; provided that prior to the time that the Deposit has been paid in full, no such Transfer shall
MTDOCS 62481088
- 64 -
release Wheaton from its obligations under this Agreement. Wheaton shall be entitled at any time and from time to time to grant or allow to exist an Encumbrance in respect of this Agreement in favour of its lenders.
11.14 Invalidity and Unenforceability
If a provision of this Agreement is wholly or partially invalid or unenforceable in a jurisdiction:
(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.
It is hereby declared to be the intention of the Parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.
11.15 Counterparts
This Agreement may be executed in any number of counterparts and by electronic delivery and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic symbol or process attached to this Agreement and adopted by a party with the intent to sign this Agreement, including facsimile or email electronic signatures. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
[The remainder of this page was intentionally left blank]
MTDOCS 62481088
IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.
WHEATON PRECIOUS METALS CORP.
Per: (signed) "Curt Bernardi"
Name: Curt Bernardi
Title: Executive Vice President, Strategy and General Counsel
1554943 B.C. LTD.
Per: (signed) "Glenn Kumoi"
Name: Glenn Kumoi
Title: Director
CARCETTI CAPITAL CORP.
Per: (signed) "Glenn Kumoi"
Name: Glenn Kumoi
Title: Director
[Signature page to PMPA]
A-1
SCHEDULE A
MINING PROPERTIES (WITH MAP)
MTDOCS 62481088
A-2
PROPERTY
UNPATENTED MINING CLAIMS
Hemlo Claims
(Current Holder: BGI. Holder at the Time of Closing: the Company)
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 104214 | Boundary Cell Mining Claim | Active |
| 118978 | Boundary Cell Mining Claim | Active |
| 119207 | Boundary Cell Mining Claim | Active |
| 120572 | Boundary Cell Mining Claim | Active |
| 122175 | Boundary Cell Mining Claim | Active |
| 124767 | Boundary Cell Mining Claim | Active |
| 129499 | Boundary Cell Mining Claim | Active |
| 139558 | Boundary Cell Mining Claim | Active |
| 142388 | Boundary Cell Mining Claim | Active |
| 145801 | Boundary Cell Mining Claim | Active |
| 146317 | Boundary Cell Mining Claim | Active |
| 158536 | Boundary Cell Mining Claim | Active |
| 160355 | Boundary Cell Mining Claim | Active |
| 160633 | Boundary Cell Mining Claim | Active |
| 174736 | Boundary Cell Mining Claim | Active |
| 175581 | Boundary Cell Mining Claim | Active |
| 177794 | Boundary Cell Mining Claim | Active |
| 177806 | Boundary Cell Mining Claim | Active |
| 181484 | Boundary Cell Mining Claim | Active |
| 187397 | Boundary Cell Mining Claim | Active |
| 192865 | Boundary Cell Mining Claim | Active |
| 193911 | Boundary Cell Mining Claim | Active |
| 194345 | Boundary Cell Mining Claim | Active |
A-3
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 200876 | Boundary Cell Mining Claim | Active |
| 203671 | Boundary Cell Mining Claim | Active |
| 203905 | Boundary Cell Mining Claim | Active |
| 207095 | Boundary Cell Mining Claim | Active |
| 220552 | Boundary Cell Mining Claim | Active |
| 221347 | Boundary Cell Mining Claim | Active |
| 223169 | Boundary Cell Mining Claim | Active |
| 223716 | Boundary Cell Mining Claim | Active |
| 230892 | Boundary Cell Mining Claim | Active |
| 232402 | Boundary Cell Mining Claim | Active |
| 238410 | Boundary Cell Mining Claim | Active |
| 241109 | Boundary Cell Mining Claim | Active |
| 243895 | Boundary Cell Mining Claim | Active |
| 244610 | Boundary Cell Mining Claim | Active |
| 244611 | Boundary Cell Mining Claim | Active |
| 245841 | Boundary Cell Mining Claim | Active |
| 260981 | Boundary Cell Mining Claim | Active |
| 260989 | Boundary Cell Mining Claim | Active |
| 261043 | Boundary Cell Mining Claim | Active |
| 261123 | Boundary Cell Mining Claim | Active |
| 262318 | Boundary Cell Mining Claim | Active |
| 268778 | Boundary Cell Mining Claim | Active |
| 268805 | Boundary Cell Mining Claim | Active |
| 269498 | Boundary Cell Mining Claim | Active |
| 286811 | Boundary Cell Mining Claim | Active |
| 289264 | Boundary Cell Mining Claim | Active |
| 306970 | Boundary Cell Mining Claim | Active |
| 309546 | Boundary Cell Mining Claim | Active |
A-4
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 315534 | Boundary Cell Mining Claim | Active |
| 316652 | Boundary Cell Mining Claim | Active |
| 322002 | Boundary Cell Mining Claim | Active |
| 322876 | Boundary Cell Mining Claim | Active |
| 325978 | Boundary Cell Mining Claim | Active |
| 326910 | Boundary Cell Mining Claim | Active |
| 326964 | Boundary Cell Mining Claim | Active |
| 332514 | Boundary Cell Mining Claim | Active |
| 335233 | Boundary Cell Mining Claim | Active |
| 726117 | Multi-cell Mining Claim | Active |
| 726132 | Multi-cell Mining Claim | Active |
| 726152 | Multi-cell Mining Claim | Active |
| 726155 | Multi-cell Mining Claim | Active |
| 726156 | Multi-cell Mining Claim | Active |
| 726157 | Multi-cell Mining Claim | Active |
| 726158 | Multi-cell Mining Claim | Active |
| 726159 | Multi-cell Mining Claim | Active |
| 726160 | Multi-cell Mining Claim | Active |
| 726161 | Multi-cell Mining Claim | Active |
| 726162 | Multi-cell Mining Claim | Active |
| 726163 | Multi-cell Mining Claim | Active |
A-5
Rocky Shore Claims
(Current Holder: the Company. Holder at the Time of Closing: the Company)
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 133307 | Boundary Cell Mining Claim | Active |
| 218982 | Boundary Cell Mining Claim | Active |
| 199369 | Boundary Cell Mining Claim | Active |
| 303367 | Single Cell Mining Claim | Active |
| 285604 | Boundary Cell Mining Claim | Active |
| 151361 | Single Cell Mining Claim | Active |
| 320001 | Single Cell Mining Claim | Active |
| 265503 | Boundary Cell Mining Claim | Active |
| 153530 | Single Cell Mining Claim | Active |
| 303923 | Single Cell Mining Claim | Active |
| 133331 | Single Cell Mining Claim | Active |
| 133312 | Single Cell Mining Claim | Active |
| 115433 | Single Cell Mining Claim | Active |
| 151362 | Single Cell Mining Claim | Active |
| 115401 | Boundary Cell Mining Claim | Active |
| 265494 | Single Cell Mining Claim | Active |
| 265495 | Single Cell Mining Claim | Active |
| 218986 | Single Cell Mining Claim | Active |
| 153529 | Single Cell Mining Claim | Active |
| 218985 | Boundary Cell Mining Claim | Active |
| 219006 | Boundary Cell Mining Claim | Active |
| 226294 | Boundary Cell Mining Claim | Active |
| 273411 | Single Cell Mining Claim | Active |
| 282198 | Single Cell Mining Claim | Active |
| 185705 | Boundary Cell Mining Claim | Active |
A-6
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 115443 | Single Cell Mining Claim | Active |
| 279400 | Single Cell Mining Claim | Active |
| 303924 | Single Cell Mining Claim | Active |
| 285508 | Single Cell Mining Claim | Active |
| 206868 | Single Cell Mining Claim | Active |
| 273384 | Single Cell Mining Claim | Active |
| 265493 | Single Cell Mining Claim | Active |
| 322097 | Single Cell Mining Claim | Active |
| 322095 | Single Cell Mining Claim | Active |
| 107254 | Single Cell Mining Claim | Active |
| 243650 | Single Cell Mining Claim | Active |
| 214283 | Single Cell Mining Claim | Active |
| 236223 | Single Cell Mining Claim | Active |
| 188072 | Single Cell Mining Claim | Active |
| 334987 | Single Cell Mining Claim | Active |
| 303555 | Boundary Cell Mining Claim | Active |
| 314231 | Boundary Cell Mining Claim | Active |
| 141638 | Single Cell Mining Claim | Active |
| 192799 | Single Cell Mining Claim | Active |
| 194336 | Single Cell Mining Claim | Active |
| 215948 | Boundary Cell Mining Claim | Active |
| 172613 | Single Cell Mining Claim | Active |
| 180611 | Boundary Cell Mining Claim | Active |
| 234492 | Single Cell Mining Claim | Active |
| 238696 | Boundary Cell Mining Claim | Active |
| 189269 | Single Cell Mining Claim | Active |
| 253302 | Single Cell Mining Claim | Active |
| 215947 | Boundary Cell Mining Claim | Active |
A-7
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 169780 | Boundary Cell Mining Claim | Active |
| 226564 | Single Cell Mining Claim | Active |
| 103613 | Boundary Cell Mining Claim | Active |
| 295381 | Boundary Cell Mining Claim | Active |
| 118875 | Boundary Cell Mining Claim | Active |
| 342097 | Boundary Cell Mining Claim | Active |
| 143572 | Boundary Cell Mining Claim | Active |
| 182774 | Single Cell Mining Claim | Active |
| 202213 | Boundary Cell Mining Claim | Active |
| 135037 | Boundary Cell Mining Claim | Active |
| 211968 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 314547 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 139825 | Single Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 307798 | Single Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 164136 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 114715 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 248009 | Single Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 277949 | Single Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 307797 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 320429 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 151108 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 112813 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
A-8
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 134535 | Boundary Cell Mining Claim | Lapsed. Subject to an application for relief from forfeiture. |
| 282468 | Boundary Cell Mining Claim | Active |
| 213986 | Single Cell Mining Claim | Active |
| 309831 | Single Cell Mining Claim | Active |
| 261453 | Single Cell Mining Claim | Active |
| 213988 | Single Cell Mining Claim | Active |
| 213987 | Single Cell Mining Claim | Active |
| 265573 | Single Cell Mining Claim | Active |
| 117987 | Single Cell Mining Claim | Active |
| 102676 | Single Cell Mining Claim | Active |
| 169663 | Single Cell Mining Claim | Active |
| 310154 | Single Cell Mining Claim | Active |
| 337752 | Single Cell Mining Claim | Active |
| 278828 | Single Cell Mining Claim | Active |
| 195703 | Single Cell Mining Claim | Active |
| 164048 | Single Cell Mining Claim | Active |
| 239199 | Boundary Cell Mining Claim | Active |
| 114643 | Single Cell Mining Claim | Active |
| 218479 | Single Cell Mining Claim | Active |
| 182460 | Single Cell Mining Claim | Active |
| 125031 | Single Cell Mining Claim | Active |
| 285621 | Single Cell Mining Claim | Active |
| 273028 | Single Cell Mining Claim | Active |
| 182462 | Boundary Cell Mining Claim | Active |
| 321658 | Boundary Cell Mining Claim | Active |
| 153033 | Boundary Cell Mining Claim | Active |
| 182461 | Single Cell Mining Claim | Active |
A-9
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 153032 | Single Cell Mining Claim | Active |
| 285622 | Single Cell Mining Claim | Active |
| 218353 | Single Cell Mining Claim | Active |
| 344048 | Single Cell Mining Claim | Active |
| 102675 | Single Cell Mining Claim | Active |
| 273027 | Single Cell Mining Claim | Active |
| 225795 | Single Cell Mining Claim | Active |
| 102678 | Boundary Cell Mining Claim | Active |
| 102677 | Single Cell Mining Claim | Active |
| 344049 | Single Cell Mining Claim | Active |
| 265574 | Single Cell Mining Claim | Active |
| 268735 | Boundary Cell Mining Claim | Active |
| 143767 | Single Cell Mining Claim | Active |
| 345092 | Single Cell Mining Claim | Active |
| 182941 | Single Cell Mining Claim | Active |
| 259929 | Single Cell Mining Claim | Active |
| 182942 | Boundary Cell Mining Claim | Active |
| 307690 | Single Cell Mining Claim | Active |
| 191739 | Boundary Cell Mining Claim | Active |
| 327101 | Single Cell Mining Claim | Active |
| 203224 | Boundary Cell Mining Claim | Active |
| 306559 | Single Cell Mining Claim | Active |
| 240571 | Single Cell Mining Claim | Active |
| 326585 | Single Cell Mining Claim | Active |
| 247293 | Single Cell Mining Claim | Active |
| 114499 | Single Cell Mining Claim | Active |
| 313824 | Boundary Cell Mining Claim | Active |
| 258761 | Boundary Cell Mining Claim | Active |
A-10
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 306558 | Single Cell Mining Claim | Active |
| 277241 | Single Cell Mining Claim | Active |
| 203225 | Single Cell Mining Claim | Active |
| 163407 | Boundary Cell Mining Claim | Active |
| 203226 | Single Cell Mining Claim | Active |
| 326586 | Boundary Cell Mining Claim | Active |
| 163406 | Single Cell Mining Claim | Active |
| 158088 | Single Cell Mining Claim | Active |
| 210732 | Single Cell Mining Claim | Active |
| 144536 | Single Cell Mining Claim | Active |
| 331583 | Boundary Cell Mining Claim | Active |
| 316872 | Single Cell Mining Claim | Active |
| 337748 | Single Cell Mining Claim | Active |
| 242290 | Single Cell Mining Claim | Active |
| 183539 | Single Cell Mining Claim | Active |
| 212390 | Single Cell Mining Claim | Active |
| 316871 | Single Cell Mining Claim | Active |
| 183542 | Single Cell Mining Claim | Active |
| 242288 | Single Cell Mining Claim | Active |
| 212389 | Single Cell Mining Claim | Active |
| 176183 | Single Cell Mining Claim | Active |
| 337750 | Single Cell Mining Claim | Active |
| 337751 | Single Cell Mining Claim | Active |
| 278827 | Single Cell Mining Claim | Active |
| 183541 | Single Cell Mining Claim | Active |
| 337749 | Single Cell Mining Claim | Active |
| 242289 | Single Cell Mining Claim | Active |
| 310153 | Single Cell Mining Claim | Active |
A-11
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 183540 | Single Cell Mining Claim | Active |
| 176182 | Single Cell Mining Claim | Active |
| 283424 | Single Cell Mining Claim | Active |
| 317906 | Boundary Cell Mining Claim | Active |
| 216907 | Boundary Cell Mining Claim | Active |
| 216906 | Single Cell Mining Claim | Active |
| 234056 | Boundary Cell Mining Claim | Active |
| 283425 | Boundary Cell Mining Claim | Active |
| 132584 | Boundary Cell Mining Claim | Active |
| 263327 | Boundary Cell Mining Claim | Active |
| 196793 | Boundary Cell Mining Claim | Active |
| 204799 | Boundary Cell Mining Claim | Active |
| 330757 | Single Cell Mining Claim | Active |
| 234057 | Boundary Cell Mining Claim | Active |
| 234055 | Single Cell Mining Claim | Active |
| 139237 | Single Cell Mining Claim | Active |
| 326731 | Single Cell Mining Claim | Active |
| 203894 | Single Cell Mining Claim | Active |
| 313970 | Single Cell Mining Claim | Active |
| 307227 | Single Cell Mining Claim | Active |
| 239200 | Boundary Cell Mining Claim | Active |
| 307228 | Single Cell Mining Claim | Active |
| 240297 | Single Cell Mining Claim | Active |
| 211140 | Single Cell Mining Claim | Active |
| 307605 | Single Cell Mining Claim | Active |
| 191662 | Single Cell Mining Claim | Active |
| 344696 | Single Cell Mining Claim | Active |
| 139236 | Boundary Cell Mining Claim | Active |
A-12
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 188570 | Single Cell Mining Claim | Active |
| 188567 | Single Cell Mining Claim | Active |
| 145042 | Single Cell Mining Claim | Active |
| 314360 | Single Cell Mining Claim | Active |
| 335258 | Single Cell Mining Claim | Active |
| 335259 | Single Cell Mining Claim | Active |
| 276536 | Single Cell Mining Claim | Active |
| 159138 | Boundary Cell Mining Claim | Active |
| 145043 | Boundary Cell Mining Claim | Active |
| 307606 | Single Cell Mining Claim | Active |
| 139047 | Single Cell Mining Claim | Active |
| 276537 | Single Cell Mining Claim | Active |
| 335260 | Single Cell Mining Claim | Active |
| 203857 | Single Cell Mining Claim | Active |
| 335261 | Boundary Cell Mining Claim | Active |
| 259868 | Single Cell Mining Claim | Active |
| 285507 | Single Cell Mining Claim | Active |
| 333940 | Boundary Cell Mining Claim | Active |
| 273382 | Single Cell Mining Claim | Active |
| 170102 | Single Cell Mining Claim | Active |
| 218984 | Single Cell Mining Claim | Active |
| 333939 | Boundary Cell Mining Claim | Active |
| 151322 | Single Cell Mining Claim | Active |
| 273383 | Single Cell Mining Claim | Active |
| 206865 | Boundary Cell Mining Claim | Active |
| 133310 | Single Cell Mining Claim | Active |
| 226269 | Boundary Cell Mining Claim | Active |
| 226270 | Boundary Cell Mining Claim | Active |
A-13
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 206866 | Boundary Cell Mining Claim | Active |
| 170101 | Boundary Cell Mining Claim | Active |
| 153528 | Boundary Cell Mining Claim | Active |
| 115400 | Single Cell Mining Claim | Active |
| 174495 | Single Cell Mining Claim | Active |
| 174494 | Single Cell Mining Claim | Active |
| 127168 | Boundary Cell Mining Claim | Active |
| 220451 | Boundary Cell Mining Claim | Active |
| 257641 | Boundary Cell Mining Claim | Active |
| 103302 | Boundary Cell Mining Claim | Active |
| 190520 | Single Cell Mining Claim | Active |
| 117417 | Single Cell Mining Claim | Active |
| 190519 | Single Cell Mining Claim | Active |
| 118289 | Single Cell Mining Claim | Active |
| 286413 | Boundary Cell Mining Claim | Active |
| 286414 | Single Cell Mining Claim | Active |
| 266849 | Single Cell Mining Claim | Active |
| 174496 | Boundary Cell Mining Claim | Active |
| 257642 | Single Cell Mining Claim | Active |
| 279605 | Single Cell Mining Claim | Active |
| 230863 | Boundary Cell Mining Claim | Active |
| 164175 | Boundary Cell Mining Claim | Active |
| 117213 | Boundary Cell Mining Claim | Active |
| 101897 | Boundary Cell Mining Claim | Active |
| 278068 | Boundary Cell Mining Claim | Active |
| 127166 | Single Cell Mining Claim | Active |
| 275653 | Single Cell Mining Claim | Active |
| 127165 | Boundary Cell Mining Claim | Active |
A-14
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 257640 | Single Cell Mining Claim | Active |
| 336073 | Single Cell Mining Claim | Active |
| 287708 | Boundary Cell Mining Claim | Active |
| 174493 | Boundary Cell Mining Claim | Active |
| 174492 | Boundary Cell Mining Claim | Active |
| 209023 | Boundary Cell Mining Claim | Active |
| 127167 | Single Cell Mining Claim | Active |
| 190517 | Single Cell Mining Claim | Active |
| 323726 | Single Cell Mining Claim | Active |
| 344697 | Single Cell Mining Claim | Active |
| 344695 | Single Cell Mining Claim | Active |
| 188569 | Single Cell Mining Claim | Active |
| 309832 | Single Cell Mining Claim | Active |
| 309833 | Single Cell Mining Claim | Active |
| 213989 | Single Cell Mining Claim | Active |
| 261454 | Single Cell Mining Claim | Active |
| 316555 | Single Cell Mining Claim | Active |
| 250706 | Single Cell Mining Claim | Active |
| 332337 | Single Cell Mining Claim | Active |
| 329349 | Single Cell Mining Claim | Active |
| 215491 | Single Cell Mining Claim | Active |
| 316554 | Single Cell Mining Claim | Active |
| 131218 | Single Cell Mining Claim | Active |
| 316556 | Single Cell Mining Claim | Active |
| 131219 | Single Cell Mining Claim | Active |
| 215492 | Single Cell Mining Claim | Active |
| 131220 | Single Cell Mining Claim | Active |
| 261455 | Single Cell Mining Claim | Active |
A-15
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 188571 | Single Cell Mining Claim | Active |
| 188568 | Single Cell Mining Claim | Active |
| 125691 | Single Cell Mining Claim | Active |
| 125692 | Single Cell Mining Claim | Active |
| 183138 | Single Cell Mining Claim | Active |
| 153674 | Single Cell Mining Claim | Active |
| 133337 | Single Cell Mining Claim | Active |
| 303925 | Single Cell Mining Claim | Active |
| 285550 | Single Cell Mining Claim | Active |
| 151371 | Single Cell Mining Claim | Active |
| 153571 | Single Cell Mining Claim | Active |
| 170141 | Single Cell Mining Claim | Active |
| 265504 | Single Cell Mining Claim | Active |
| 153523 | Single Cell Mining Claim | Active |
| 153524 | Single Cell Mining Claim | Active |
| 153525 | Single Cell Mining Claim | Active |
| 115444 | Single Cell Mining Claim | Active |
| 218983 | Single Cell Mining Claim | Active |
| 319968 | Boundary Cell Mining Claim | Active |
| 102978 | Boundary Cell Mining Claim | Active |
| 266848 | Single Cell Mining Claim | Active |
| 118290 | Single Cell Mining Claim | Active |
| 345350 | Boundary Cell Mining Claim | Active |
| 227107 | Boundary Cell Mining Claim | Active |
| 208402 | Boundary Cell Mining Claim | Active |
| 154317 | Single Cell Mining Claim | Active |
| 208403 | Boundary Cell Mining Claim | Active |
| 154318 | Single Cell Mining Claim | Active |
A-16
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 345349 | Single Cell Mining Claim | Active |
| 322954 | Boundary Cell Mining Claim | Active |
| 322953 | Single Cell Mining Claim | Active |
| 286412 | Boundary Cell Mining Claim | Active |
| 208404 | Boundary Cell Mining Claim | Active |
| 345351 | Boundary Cell Mining Claim | Active |
| 227108 | Single Cell Mining Claim | Active |
| 189216 | Single Cell Mining Claim | Active |
| 322952 | Single Cell Mining Claim | Active |
| 189215 | Boundary Cell Mining Claim | Active |
| 173137 | Boundary Cell Mining Claim | Active |
| 274324 | Boundary Cell Mining Claim | Active |
| 286126 | Boundary Cell Mining Claim | Active |
| 141343 | Boundary Cell Mining Claim | Active |
| 226267 | Boundary Cell Mining Claim | Active |
| 206864 | Boundary Cell Mining Claim | Active |
| 285505 | Boundary Cell Mining Claim | Active |
| 285504 | Single Cell Mining Claim | Active |
| 199370 | Single Cell Mining Claim | Active |
| 115399 | Boundary Cell Mining Claim | Active |
| 319969 | Single Cell Mining Claim | Active |
| 226265 | Single Cell Mining Claim | Active |
| 115397 | Boundary Cell Mining Claim | Active |
| 273380 | Single Cell Mining Claim | Active |
| 226268 | Single Cell Mining Claim | Active |
| 226266 | Single Cell Mining Claim | Active |
| 153526 | Single Cell Mining Claim | Active |
| 133309 | Single Cell Mining Claim | Active |
A-17
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 295878 | Single Cell Mining Claim | Active |
| 154459 | Single Cell Mining Claim | Active |
| 104813 | Boundary Cell Mining Claim | Active |
| 133308 | Single Cell Mining Claim | Active |
| 115398 | Single Cell Mining Claim | Active |
| 303368 | Single Cell Mining Claim | Active |
| 200394 | Single Cell Mining Claim | Active |
| 341867 | Single Cell Mining Claim | Active |
| 310435 | Single Cell Mining Claim | Active |
| 285646 | Single Cell Mining Claim | Active |
| 344595 | Single Cell Mining Claim | Active |
| 115502 | Single Cell Mining Claim | Active |
| 322207 | Single Cell Mining Claim | Active |
| 141342 | Single Cell Mining Claim | Active |
| 285612 | Single Cell Mining Claim | Active |
| 207470 | Single Cell Mining Claim | Active |
| 219581 | Single Cell Mining Claim | Active |
| 207469 | Single Cell Mining Claim | Active |
| 103113 | Single Cell Mining Claim | Active |
| 126477 | Single Cell Mining Claim | Active |
| 335389 | Single Cell Mining Claim | Active |
| 112193 | Single Cell Mining Claim | Active |
| 241076 | Single Cell Mining Claim | Active |
| 266111 | Single Cell Mining Claim | Active |
| 154182 | Boundary Cell Mining Claim | Active |
| 154183 | Boundary Cell Mining Claim | Active |
| 219632 | Single Cell Mining Claim | Active |
| 173805 | Single Cell Mining Claim | Active |
A-18
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 207049 | Single Cell Mining Claim | Active |
| 335387 | Boundary Cell Mining Claim | Active |
| 103130 | Single Cell Mining Claim | Active |
| 335388 | Single Cell Mining Claim | Active |
| 323061 | Single Cell Mining Claim | Active |
| 189839 | Single Cell Mining Claim | Active |
| 173806 | Single Cell Mining Claim | Active |
| 154439 | Single Cell Mining Claim | Active |
| 227743 | Boundary Cell Mining Claim | Active |
| 154941 | Single Cell Mining Claim | Active |
| 323060 | Boundary Cell Mining Claim | Active |
| 173807 | Single Cell Mining Claim | Active |
| 266975 | Single Cell Mining Claim | Active |
| 126478 | Single Cell Mining Claim | Active |
| 287046 | Single Cell Mining Claim | Active |
| 189840 | Single Cell Mining Claim | Active |
| 191941 | Boundary Cell Mining Claim | Active |
| 307985 | Boundary Cell Mining Claim | Active |
| 335606 | Boundary Cell Mining Claim | Active |
| 295879 | Single Cell Mining Claim | Active |
| 154460 | Single Cell Mining Claim | Active |
| 104814 | Single Cell Mining Claim | Active |
| 154461 | Single Cell Mining Claim | Active |
| 228678 | Single Cell Mining Claim | Active |
| 172444 | Boundary Cell Mining Claim | Active |
| 155015 | Single Cell Mining Claim | Active |
| 267565 | Single Cell Mining Claim | Active |
| 294426 | Single Cell Mining Claim | Active |
A-19
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 171648 | Single Cell Mining Claim | Active |
| 287115 | Single Cell Mining Claim | Active |
| 189914 | Single Cell Mining Claim | Active |
| 227814 | Single Cell Mining Claim | Active |
| 171649 | Single Cell Mining Claim | Active |
| 173867 | Single Cell Mining Claim | Active |
| 208946 | Single Cell Mining Claim | Active |
| 294427 | Single Cell Mining Claim | Active |
| 103199 | Single Cell Mining Claim | Active |
| 275040 | Single Cell Mining Claim | Active |
| 103200 | Single Cell Mining Claim | Active |
| 103118 | Single Cell Mining Claim | Active |
| 335365 | Single Cell Mining Claim | Active |
| 336523 | Single Cell Mining Claim | Active |
| 277793 | Single Cell Mining Claim | Active |
| 241077 | Single Cell Mining Claim | Active |
| 140344 | Single Cell Mining Claim | Active |
| 145795 | Single Cell Mining Claim | Active |
| 112194 | Single Cell Mining Claim | Active |
| 159896 | Single Cell Mining Claim | Active |
| 192966 | Single Cell Mining Claim | Active |
| 315093 | Single Cell Mining Claim | Active |
| 336524 | Boundary Cell Mining Claim | Active |
| 327805 | Single Cell Mining Claim | Active |
| 192967 | Single Cell Mining Claim | Active |
| 333159 | Boundary Cell Mining Claim | Active |
| 271445 | Boundary Cell Mining Claim | Active |
| 333158 | Boundary Cell Mining Claim | Active |
A-20
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 205439 | Single Cell Mining Claim | Active |
| 283560 | Boundary Cell Mining Claim | Active |
| 152093 | Boundary Cell Mining Claim | Active |
| 168157 | Single Cell Mining Claim | Active |
| 149311 | Boundary Cell Mining Claim | Active |
| 167183 | Single Cell Mining Claim | Active |
| 318370 | Single Cell Mining Claim | Active |
| 251854 | Single Cell Mining Claim | Active |
| 152014 | Single Cell Mining Claim | Active |
| 185108 | Single Cell Mining Claim | Active |
| 167182 | Boundary Cell Mining Claim | Active |
| 263866 | Boundary Cell Mining Claim | Active |
| 318369 | Single Cell Mining Claim | Active |
| 207034 | Single Cell Mining Claim | Active |
| 103119 | Single Cell Mining Claim | Active |
| 274951 | Single Cell Mining Claim | Active |
| 208981 | Single Cell Mining Claim | Active |
| 160488 | Boundary Cell Mining Claim | Active |
| 174977 | Single Cell Mining Claim | Active |
| 327906 | Single Cell Mining Claim | Active |
| 103120 | Single Cell Mining Claim | Active |
| 171558 | Single Cell Mining Claim | Active |
| 189831 | Single Cell Mining Claim | Active |
| 103249 | Single Cell Mining Claim | Active |
| 171692 | Single Cell Mining Claim | Active |
| 228377 | Single Cell Mining Claim | Active |
| 190464 | Single Cell Mining Claim | Active |
| 171693 | Single Cell Mining Claim | Active |
A-21
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 174431 | Single Cell Mining Claim | Active |
| 207667 | Single Cell Mining Claim | Active |
| 218403 | Single Cell Mining Claim | Active |
| 292461 | Single Cell Mining Claim | Active |
| 160491 | Single Cell Mining Claim | Active |
| 110953 | Boundary Cell Mining Claim | Active |
| 241670 | Single Cell Mining Claim | Active |
| 160489 | Single Cell Mining Claim | Active |
| 146377 | Single Cell Mining Claim | Active |
| 160490 | Boundary Cell Mining Claim | Active |
| 315703 | Single Cell Mining Claim | Active |
| 241669 | Boundary Cell Mining Claim | Active |
| 193047 | Single Cell Mining Claim | Active |
| 327907 | Single Cell Mining Claim | Active |
| 140427 | Single Cell Mining Claim | Active |
| 241671 | Boundary Cell Mining Claim | Active |
| 140426 | Single Cell Mining Claim | Active |
| 111012 | Single Cell Mining Claim | Active |
| 194552 | Single Cell Mining Claim | Active |
| 175032 | Single Cell Mining Claim | Active |
| 309049 | Single Cell Mining Claim | Active |
| 249796 | Boundary Cell Mining Claim | Active |
| 268534 | Boundary Cell Mining Claim | Active |
| 261252 | Single Cell Mining Claim | Active |
| 241724 | Single Cell Mining Claim | Active |
| 140481 | Single Cell Mining Claim | Active |
| 193105 | Boundary Cell Mining Claim | Active |
| 130374 | Single Cell Mining Claim | Active |
A-22
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 328470 | Single Cell Mining Claim | Active |
| 218404 | Single Cell Mining Claim | Active |
| 183025 | Single Cell Mining Claim | Active |
| 292463 | Single Cell Mining Claim | Active |
| 185855 | Single Cell Mining Claim | Active |
| 112803 | Single Cell Mining Claim | Active |
| 112802 | Boundary Cell Mining Claim | Active |
| 154071 | Single Cell Mining Claim | Active |
| 275596 | Single Cell Mining Claim | Active |
| 294476 | Single Cell Mining Claim | Active |
| 242934 | Boundary Cell Mining Claim | Active |
| 279492 | Single Cell Mining Claim | Active |
| 176835 | Single Cell Mining Claim | Active |
| 263011 | Single Cell Mining Claim | Active |
| 188452 | Single Cell Mining Claim | Active |
| 188451 | Single Cell Mining Claim | Active |
| 207668 | Single Cell Mining Claim | Active |
| 183026 | Single Cell Mining Claim | Active |
| 118040 | Single Cell Mining Claim | Active |
| 125087 | Single Cell Mining Claim | Active |
| 292462 | Single Cell Mining Claim | Active |
| 170228 | Single Cell Mining Claim | Active |
| 321707 | Single Cell Mining Claim | Active |
| 153073 | Single Cell Mining Claim | Active |
| 218405 | Single Cell Mining Claim | Active |
| 273578 | Single Cell Mining Claim | Active |
| 265612 | Single Cell Mining Claim | Active |
| 169697 | Single Cell Mining Claim | Active |
A-23
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 153059 | Single Cell Mining Claim | Active |
| 153074 | Single Cell Mining Claim | Active |
| 225845 | Single Cell Mining Claim | Active |
| 207669 | Single Cell Mining Claim | Active |
| 273579 | Single Cell Mining Claim | Active |
| 225844 | Single Cell Mining Claim | Active |
| 344068 | Single Cell Mining Claim | Active |
| 336019 | Single Cell Mining Claim | Active |
| 323676 | Single Cell Mining Claim | Active |
| 275599 | Single Cell Mining Claim | Active |
| 294477 | Single Cell Mining Claim | Active |
| 275601 | Boundary Cell Mining Claim | Active |
| 103247 | Single Cell Mining Claim | Active |
| 275597 | Single Cell Mining Claim | Active |
| 336018 | Single Cell Mining Claim | Active |
| 220406 | Single Cell Mining Claim | Active |
| 275600 | Single Cell Mining Claim | Active |
| 228376 | Single Cell Mining Claim | Active |
| 117372 | Single Cell Mining Claim | Active |
| 275598 | Single Cell Mining Claim | Active |
| 103248 | Single Cell Mining Claim | Active |
| 196346 | Single Cell Mining Claim | Active |
| 148227 | Single Cell Mining Claim | Active |
| 317544 | Boundary Cell Mining Claim | Active |
| 263012 | Single Cell Mining Claim | Active |
| 196347 | Single Cell Mining Claim | Active |
| 196345 | Boundary Cell Mining Claim | Active |
| 317543 | Boundary Cell Mining Claim | Active |
A-24
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 240745 | Boundary Cell Mining Claim | Active |
| 287161 | Boundary Cell Mining Claim | Active |
| 324563 | Single Cell Mining Claim | Active |
| 127866 | Single Cell Mining Claim | Active |
| 332357 | Single Cell Mining Claim | Active |
| 261980 | Single Cell Mining Claim | Active |
| 232703 | Single Cell Mining Claim | Active |
| 309861 | Single Cell Mining Claim | Active |
| 131234 | Single Cell Mining Claim | Active |
| 166669 | Single Cell Mining Claim | Active |
| 302972 | Single Cell Mining Claim | Active |
| 177791 | Single Cell Mining Claim | Active |
| 332374 | Single Cell Mining Claim | Active |
| 332373 | Single Cell Mining Claim | Active |
| 316586 | Single Cell Mining Claim | Active |
| 146418 | Single Cell Mining Claim | Active |
| 323867 | Single Cell Mining Claim | Active |
| 336856 | Single Cell Mining Claim | Active |
| 162623 | Single Cell Mining Claim | Active |
| 221910 | Single Cell Mining Claim | Active |
| 158738 | Single Cell Mining Claim | Active |
| 139232 | Single Cell Mining Claim | Active |
| 266396 | Single Cell Mining Claim | Active |
| 231136 | Single Cell Mining Claim | Active |
| 113629 | Single Cell Mining Claim | Active |
| 162106 | Single Cell Mining Claim | Active |
| 317318 | Single Cell Mining Claim | Active |
| 162105 | Single Cell Mining Claim | Active |
A-25
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 204699 | Single Cell Mining Claim | Active |
| 332620 | Single Cell Mining Claim | Active |
| 300013 | Single Cell Mining Claim | Active |
| 262719 | Single Cell Mining Claim | Active |
| 196700 | Single Cell Mining Claim | Active |
| 194539 | Single Cell Mining Claim | Active |
| 140470 | Single Cell Mining Claim | Active |
| 315730 | Single Cell Mining Claim | Active |
| 110993 | Single Cell Mining Claim | Active |
| 193294 | Single Cell Mining Claim | Active |
| 164392 | Single Cell Mining Claim | Active |
| 129869 | Single Cell Mining Claim | Active |
| 164393 | Single Cell Mining Claim | Active |
| 145906 | Single Cell Mining Claim | Active |
| 159957 | Single Cell Mining Claim | Active |
| 230823 | Single Cell Mining Claim | Active |
| 113132 | Boundary Cell Mining Claim | Active |
| 113134 | Boundary Cell Mining Claim | Active |
| 113133 | Boundary Cell Mining Claim | Active |
| 250175 | Boundary Cell Mining Claim | Active |
| 239692 | Boundary Cell Mining Claim | Active |
| 326453 | Boundary Cell Mining Claim | Active |
| 173019 | Boundary Cell Mining Claim | Active |
| 306975 | Boundary Cell Mining Claim | Active |
| 306976 | Single Cell Mining Claim | Active |
| 259276 | Boundary Cell Mining Claim | Active |
| 138443 | Boundary Cell Mining Claim | Active |
| 335157 | Boundary Cell Mining Claim | Active |
A-26
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 335159 | Boundary Cell Mining Claim | Active |
| 210536 | Boundary Cell Mining Claim | Active |
| 313764 | Single Cell Mining Claim | Active |
| 247753 | Boundary Cell Mining Claim | Active |
| 158540 | Boundary Cell Mining Claim | Active |
| 335158 | Boundary Cell Mining Claim | Active |
| 249773 | Single Cell Mining Claim | Active |
| 328450 | Single Cell Mining Claim | Active |
| 315731 | Single Cell Mining Claim | Active |
| 175018 | Single Cell Mining Claim | Active |
| 210960 | Single Cell Mining Claim | Active |
| 288000 | Boundary Cell Mining Claim | Active |
| 145663 | Single Cell Mining Claim | Active |
| 210958 | Single Cell Mining Claim | Active |
| 109417 | Single Cell Mining Claim | Active |
| 309034 | Single Cell Mining Claim | Active |
| 194538 | Boundary Cell Mining Claim | Active |
| 146419 | Single Cell Mining Claim | Active |
| 268523 | Single Cell Mining Claim | Active |
| 174745 | Boundary Cell Mining Claim | Active |
| 128169 | Boundary Cell Mining Claim | Active |
| 314937 | Boundary Cell Mining Claim | Active |
| 128191 | Single Cell Mining Claim | Active |
| 308216 | Single Cell Mining Claim | Active |
| 192233 | Single Cell Mining Claim | Active |
| 210959 | Boundary Cell Mining Claim | Active |
| 192235 | Single Cell Mining Claim | Active |
| 192234 | Single Cell Mining Claim | Active |
A-27
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 327403 | Boundary Cell Mining Claim | Active |
| 145855 | Single Cell Mining Claim | Active |
| 327404 | Boundary Cell Mining Claim | Active |
| 194007 | Boundary Cell Mining Claim | Active |
| 327405 | Single Cell Mining Claim | Active |
| 307878 | Single Cell Mining Claim | Active |
| 145854 | Single Cell Mining Claim | Active |
| 230770 | Single Cell Mining Claim | Active |
| 194008 | Single Cell Mining Claim | Active |
| 159391 | Single Cell Mining Claim | Active |
| 248605 | Boundary Cell Mining Claim | Active |
| 212058 | Boundary Cell Mining Claim | Active |
| 103537 | Boundary Cell Mining Claim | Active |
| 257145 | Single Cell Mining Claim | Active |
| 157385 | Single Cell Mining Claim | Active |
| 271777 | Single Cell Mining Claim | Active |
| 289932 | Boundary Cell Mining Claim | Active |
| 118808 | Boundary Cell Mining Claim | Active |
| 289931 | Boundary Cell Mining Claim | Active |
| 329652 | Single Cell Mining Claim | Active |
| 186577 | Boundary Cell Mining Claim | Active |
| 215848 | Boundary Cell Mining Claim | Active |
| 161052 | Single Cell Mining Claim | Active |
| 161053 | Single Cell Mining Claim | Active |
| 246568 | Single Cell Mining Claim | Active |
| 156522 | Single Cell Mining Claim | Active |
| 136341 | Single Cell Mining Claim | Active |
| 136339 | Single Cell Mining Claim | Active |
A-28
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 256296 | Single Cell Mining Claim | Active |
| 136340 | Single Cell Mining Claim | Active |
| 311677 | Single Cell Mining Claim | Active |
| 188958 | Single Cell Mining Claim | Active |
| 201136 | Single Cell Mining Claim | Active |
| 343163 | Single Cell Mining Claim | Active |
| 304373 | Single Cell Mining Claim | Active |
| 273867 | Single Cell Mining Claim | Active |
| 208478 | Single Cell Mining Claim | Active |
| 176827 | Single Cell Mining Claim | Active |
| 201135 | Single Cell Mining Claim | Active |
| 273866 | Single Cell Mining Claim | Active |
| 188957 | Single Cell Mining Claim | Active |
| 177455 | Single Cell Mining Claim | Active |
| 243562 | Single Cell Mining Claim | Active |
| 301681 | Single Cell Mining Claim | Active |
| 265124 | Single Cell Mining Claim | Active |
| 218026 | Single Cell Mining Claim | Active |
| 172723 | Boundary Cell Mining Claim | Active |
| 202283 | Boundary Cell Mining Claim | Active |
| 226829 | Boundary Cell Mining Claim | Active |
| 285436 | Boundary Cell Mining Claim | Active |
| 306149 | Boundary Cell Mining Claim | Active |
| 238774 | Single Cell Mining Claim | Active |
| 344362 | Single Cell Mining Claim | Active |
| 293475 | Boundary Cell Mining Claim | Active |
| 226828 | Single Cell Mining Claim | Active |
| 218025 | Single Cell Mining Claim | Active |
A-29
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 190136 | Boundary Cell Mining Claim | Active |
| 138141 | Single Cell Mining Claim | Active |
| 238773 | Single Cell Mining Claim | Active |
| 285435 | Single Cell Mining Claim | Active |
| 250270 | Boundary Cell Mining Claim | Active |
| 297407 | Boundary Cell Mining Claim | Active |
| 130060 | Boundary Cell Mining Claim | Active |
| 262328 | Boundary Cell Mining Claim | Active |
| 316850 | Boundary Cell Mining Claim | Active |
| 316849 | Boundary Cell Mining Claim | Active |
| 250269 | Boundary Cell Mining Claim | Active |
| 111946 | Boundary Cell Mining Claim | Active |
| 173650 | Single Cell Mining Claim | Active |
| 211164 | Single Cell Mining Claim | Active |
| 139079 | Boundary Cell Mining Claim | Active |
| 173651 | Boundary Cell Mining Claim | Active |
| 307637 | Boundary Cell Mining Claim | Active |
| 191689 | Single Cell Mining Claim | Active |
| 248385 | Single Cell Mining Claim | Active |
| 139078 | Single Cell Mining Claim | Active |
| 159160 | Boundary Cell Mining Claim | Active |
| 277051 | Single Cell Mining Claim | Active |
| 220746 | Single Cell Mining Claim | Active |
| 274679 | Single Cell Mining Claim | Active |
| 237779 | Single Cell Mining Claim | Active |
| 304503 | Boundary Cell Mining Claim | Active |
| 141963 | Boundary Cell Mining Claim | Active |
| 267928 | Boundary Cell Mining Claim | Active |
A-30
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 141962 | Single Cell Mining Claim | Active |
| 323991 | Single Cell Mining Claim | Active |
| 304502 | Boundary Cell Mining Claim | Active |
| 208697 | Boundary Cell Mining Claim | Active |
| 308422 | Boundary Cell Mining Claim | Active |
| 159910 | Single Cell Mining Claim | Active |
| 112220 | Single Cell Mining Claim | Active |
| 193930 | Single Cell Mining Claim | Active |
| 159909 | Single Cell Mining Claim | Active |
| 315113 | Boundary Cell Mining Claim | Active |
| 112219 | Single Cell Mining Claim | Active |
| 192987 | Single Cell Mining Claim | Active |
| 249149 | Boundary Cell Mining Claim | Active |
| 193929 | Boundary Cell Mining Claim | Active |
| 174403 | Single Cell Mining Claim | Active |
| 159911 | Boundary Cell Mining Claim | Active |
| 212446 | Single Cell Mining Claim | Active |
| 192986 | Boundary Cell Mining Claim | Active |
| 336550 | Single Cell Mining Claim | Active |
| 159912 | Single Cell Mining Claim | Active |
| 210276 | Single Cell Mining Claim | Active |
| 139513 | Single Cell Mining Claim | Active |
| 228813 | Single Cell Mining Claim | Active |
| 144960 | Boundary Cell Mining Claim | Active |
| 139512 | Single Cell Mining Claim | Active |
| 203633 | Single Cell Mining Claim | Active |
| 335107 | Single Cell Mining Claim | Active |
| 314226 | Single Cell Mining Claim | Active |
A-31
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 247667 | Boundary Cell Mining Claim | Active |
| 314225 | Boundary Cell Mining Claim | Active |
| 240172 | Single Cell Mining Claim | Active |
| 191481 | Boundary Cell Mining Claim | Active |
| 107362 | Single Cell Mining Claim | Active |
| 314224 | Single Cell Mining Claim | Active |
| 294815 | Single Cell Mining Claim | Active |
| 294816 | Boundary Cell Mining Claim | Active |
| 247666 | Single Cell Mining Claim | Active |
| 159913 | Single Cell Mining Claim | Active |
| 261137 | Single Cell Mining Claim | Active |
| 174409 | Single Cell Mining Claim | Active |
| 192989 | Single Cell Mining Claim | Active |
| 140367 | Single Cell Mining Claim | Active |
| 193931 | Single Cell Mining Claim | Active |
| 241107 | Boundary Cell Mining Claim | Active |
| 140368 | Single Cell Mining Claim | Active |
| 112222 | Single Cell Mining Claim | Active |
| 249153 | Boundary Cell Mining Claim | Active |
| 192990 | Single Cell Mining Claim | Active |
| 174407 | Single Cell Mining Claim | Active |
| 315115 | Boundary Cell Mining Claim | Active |
| 249152 | Boundary Cell Mining Claim | Active |
| 241106 | Single Cell Mining Claim | Active |
| 192991 | Boundary Cell Mining Claim | Active |
| 174408 | Boundary Cell Mining Claim | Active |
| 329249 | Boundary Cell Mining Claim | Active |
| 183799 | Boundary Cell Mining Claim | Active |
A-32
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 183800 | Boundary Cell Mining Claim | Active |
| 184252 | Boundary Cell Mining Claim | Active |
| 300887 | Boundary Cell Mining Claim | Active |
| 108980 | Boundary Cell Mining Claim | Active |
| 131610 | Boundary Cell Mining Claim | Active |
| 299596 | Boundary Cell Mining Claim | Active |
| 263069 | Boundary Cell Mining Claim | Active |
| 176891 | Single Cell Mining Claim | Active |
| 131608 | Single Cell Mining Claim | Active |
| 184253 | Boundary Cell Mining Claim | Active |
| 280056 | Boundary Cell Mining Claim | Active |
| 131609 | Single Cell Mining Claim | Active |
| 148300 | Boundary Cell Mining Claim | Active |
| 251040 | Single Cell Mining Claim | Active |
| 184239 | Single Cell Mining Claim | Active |
| 338458 | Boundary Cell Mining Claim | Active |
| 196409 | Single Cell Mining Claim | Active |
| 148299 | Single Cell Mining Claim | Active |
| 132056 | Single Cell Mining Claim | Active |
| 196763 | Single Cell Mining Claim | Active |
| 204776 | Single Cell Mining Claim | Active |
| 151430 | Single Cell Mining Claim | Active |
| 151431 | Single Cell Mining Claim | Active |
| 330722 | Single Cell Mining Claim | Active |
| 317077 | Single Cell Mining Claim | Active |
| 338643 | Boundary Cell Mining Claim | Active |
| 339529 | Single Cell Mining Claim | Active |
| 213875 | Single Cell Mining Claim | Active |
A-33
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 147729 | Boundary Cell Mining Claim | Active |
| 338644 | Boundary Cell Mining Claim | Active |
| 177005 | Single Cell Mining Claim | Active |
| 299261 | Single Cell Mining Claim | Active |
| 339531 | Single Cell Mining Claim | Active |
| 245448 | Single Cell Mining Claim | Active |
| 159897 | Single Cell Mining Claim | Active |
| 174392 | Single Cell Mining Claim | Active |
| 148201 | Single Cell Mining Claim | Active |
| 339528 | Single Cell Mining Claim | Active |
| 339530 | Single Cell Mining Claim | Active |
| 165951 | Single Cell Mining Claim | Active |
| 251564 | Single Cell Mining Claim | Active |
| 132748 | Single Cell Mining Claim | Active |
| 148202 | Single Cell Mining Claim | Active |
| 317437 | Single Cell Mining Claim | Active |
| 165950 | Single Cell Mining Claim | Active |
| 254630 | Single Cell Mining Claim | Active |
| 291847 | Single Cell Mining Claim | Active |
| 217292 | Single Cell Mining Claim | Active |
| 105089 | Single Cell Mining Claim | Active |
| 339532 | Single Cell Mining Claim | Active |
| 177974 | Single Cell Mining Claim | Active |
| 177973 | Single Cell Mining Claim | Active |
| 291846 | Single Cell Mining Claim | Active |
| 123978 | Single Cell Mining Claim | Active |
| 187975 | Single Cell Mining Claim | Active |
| 135971 | Single Cell Mining Claim | Active |
A-34
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 331054 | Single Cell Mining Claim | Active |
| 331053 | Single Cell Mining Claim | Active |
| 254629 | Single Cell Mining Claim | Active |
| 168496 | Single Cell Mining Claim | Active |
| 187974 | Single Cell Mining Claim | Active |
| 135972 | Single Cell Mining Claim | Active |
| 343406 | Single Cell Mining Claim | Active |
| 105088 | Single Cell Mining Claim | Active |
| 235808 | Single Cell Mining Claim | Active |
| 343407 | Single Cell Mining Claim | Active |
| 151872 | Single Cell Mining Claim | Active |
| 237372 | Single Cell Mining Claim | Active |
| 212429 | Single Cell Mining Claim | Active |
| 308411 | Single Cell Mining Claim | Active |
| 145796 | Single Cell Mining Claim | Active |
| 112195 | Single Cell Mining Claim | Active |
| 277795 | Single Cell Mining Claim | Active |
| 212428 | Single Cell Mining Claim | Active |
| 159898 | Single Cell Mining Claim | Active |
| 315094 | Single Cell Mining Claim | Active |
| 140346 | Single Cell Mining Claim | Active |
| 140345 | Single Cell Mining Claim | Active |
| 327806 | Single Cell Mining Claim | Active |
| 327807 | Single Cell Mining Claim | Active |
| 277794 | Single Cell Mining Claim | Active |
| 112196 | Single Cell Mining Claim | Active |
| 120179 | Single Cell Mining Claim | Active |
| 213039 | Single Cell Mining Claim | Active |
A-35
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 279479 | Single Cell Mining Claim | Active |
| 250939 | Single Cell Mining Claim | Active |
| 317004 | Single Cell Mining Claim | Active |
| 250657 | Single Cell Mining Claim | Active |
| 261387 | Single Cell Mining Claim | Active |
| 225493 | Single Cell Mining Claim | Active |
| 184315 | Single Cell Mining Claim | Active |
| 129836 | Single Cell Mining Claim | Active |
| 118607 | Single Cell Mining Claim | Active |
| 326374 | Single Cell Mining Claim | Active |
| 297758 | Single Cell Mining Claim | Active |
| 279131 | Single Cell Mining Claim | Active |
| 243317 | Single Cell Mining Claim | Active |
| 326373 | Single Cell Mining Claim | Active |
| 297757 | Single Cell Mining Claim | Active |
| 193267 | Single Cell Mining Claim | Active |
| 338774 | Single Cell Mining Claim | Active |
| 243316 | Single Cell Mining Claim | Active |
| 177266 | Single Cell Mining Claim | Active |
| 279130 | Single Cell Mining Claim | Active |
| 177265 | Single Cell Mining Claim | Active |
| 104647 | Single Cell Mining Claim | Active |
| 223137 | Single Cell Mining Claim | Active |
| 177264 | Single Cell Mining Claim | Active |
| 231104 | Single Cell Mining Claim | Active |
| 164363 | Single Cell Mining Claim | Active |
| 279129 | Single Cell Mining Claim | Active |
| 237652 | Single Cell Mining Claim | Active |
A-36
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 256315 | Single Cell Mining Claim | Active |
| 105364 | Single Cell Mining Claim | Active |
| 183239 | Single Cell Mining Claim | Active |
| 110492 | Single Cell Mining Claim | Active |
| 188922 | Single Cell Mining Claim | Active |
| 180962 | Single Cell Mining Claim | Active |
| 136290 | Single Cell Mining Claim | Active |
| 267702 | Single Cell Mining Claim | Active |
| 136729 | Single Cell Mining Claim | Active |
| 105363 | Single Cell Mining Claim | Active |
| 136728 | Single Cell Mining Claim | Active |
| 255415 | Single Cell Mining Claim | Active |
| 189257 | Single Cell Mining Claim | Active |
| 183238 | Single Cell Mining Claim | Active |
| 226554 | Single Cell Mining Claim | Active |
| 226553 | Single Cell Mining Claim | Active |
| 125275 | Single Cell Mining Claim | Active |
| 153175 | Single Cell Mining Claim | Active |
| 125276 | Single Cell Mining Claim | Active |
| 169772 | Single Cell Mining Claim | Active |
| 232776 | Single Cell Mining Claim | Active |
| 232773 | Single Cell Mining Claim | Active |
| 161453 | Single Cell Mining Claim | Active |
| 147911 | Boundary Cell Mining Claim | Active |
| 329973 | Single Cell Mining Claim | Active |
| 232772 | Single Cell Mining Claim | Active |
| 232774 | Single Cell Mining Claim | Active |
| 329972 | Single Cell Mining Claim | Active |
A-37
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 232778 | Boundary Cell Mining Claim | Active |
| 147912 | Boundary Cell Mining Claim | Active |
| 270019 | Single Cell Mining Claim | Active |
| 232775 | Boundary Cell Mining Claim | Active |
| 329974 | Single Cell Mining Claim | Active |
| 147910 | Single Cell Mining Claim | Active |
| 232777 | Single Cell Mining Claim | Active |
| 261971 | Single Cell Mining Claim | Active |
| 195478 | Single Cell Mining Claim | Active |
| 131238 | Boundary Cell Mining Claim | Active |
| 166673 | Single Cell Mining Claim | Active |
| 214003 | Single Cell Mining Claim | Active |
| 269421 | Boundary Cell Mining Claim | Active |
| 195477 | Single Cell Mining Claim | Active |
| 309853 | Single Cell Mining Claim | Active |
| 309852 | Boundary Cell Mining Claim | Active |
| 261970 | Boundary Cell Mining Claim | Active |
| 242961 | Boundary Cell Mining Claim | Active |
| 338432 | Boundary Cell Mining Claim | Active |
| 131045 | Boundary Cell Mining Claim | Active |
| 176861 | Boundary Cell Mining Claim | Active |
| 196372 | Single Cell Mining Claim | Active |
| 317580 | Boundary Cell Mining Claim | Active |
| 196373 | Boundary Cell Mining Claim | Active |
| 184218 | Boundary Cell Mining Claim | Active |
| 213082 | Boundary Cell Mining Claim | Active |
| 176862 | Boundary Cell Mining Claim | Active |
| 263033 | Boundary Cell Mining Claim | Active |
A-38
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 131046 | Boundary Cell Mining Claim | Active |
| 196467 | Boundary Cell Mining Claim | Active |
| 251600 | Single Cell Mining Claim | Active |
| 251599 | Single Cell Mining Claim | Active |
| 131667 | Boundary Cell Mining Claim | Active |
| 338511 | Boundary Cell Mining Claim | Active |
| 280113 | Single Cell Mining Claim | Active |
| 243556 | Boundary Cell Mining Claim | Active |
| 338510 | Single Cell Mining Claim | Active |
| 299455 | Boundary Cell Mining Claim | Active |
| 149563 | Single Cell Mining Claim | Active |
| 109252 | Single Cell Mining Claim | Active |
| 244295 | Single Cell Mining Claim | Active |
| 178145 | Boundary Cell Mining Claim | Active |
| 318877 | Single Cell Mining Claim | Active |
| 244311 | Boundary Cell Mining Claim | Active |
| 257244 | Boundary Cell Mining Claim | Active |
| 258125 | Boundary Cell Mining Claim | Active |
| 162763 | Boundary Cell Mining Claim | Active |
| 276572 | Boundary Cell Mining Claim | Active |
| 243561 | Single Cell Mining Claim | Active |
| 298699 | Single Cell Mining Claim | Active |
| 177454 | Single Cell Mining Claim | Active |
| 338513 | Single Cell Mining Claim | Active |
| 338514 | Single Cell Mining Claim | Active |
| 213683 | Single Cell Mining Claim | Active |
| 177453 | Single Cell Mining Claim | Active |
| 177452 | Single Cell Mining Claim | Active |
A-39
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 213684 | Single Cell Mining Claim | Active |
| 148359 | Single Cell Mining Claim | Active |
| 109045 | Single Cell Mining Claim | Active |
| 339026 | Single Cell Mining Claim | Active |
| 339027 | Single Cell Mining Claim | Active |
| 184316 | Single Cell Mining Claim | Active |
| 213685 | Single Cell Mining Claim | Active |
| 213686 | Single Cell Mining Claim | Active |
| 122913 | Single Cell Mining Claim | Active |
| 340479 | Single Cell Mining Claim | Active |
| 122914 | Single Cell Mining Claim | Active |
| 133654 | Single Cell Mining Claim | Active |
| 319601 | Single Cell Mining Claim | Active |
| 198456 | Single Cell Mining Claim | Active |
| 245550 | Single Cell Mining Claim | Active |
| 245549 | Single Cell Mining Claim | Active |
| 258365 | Single Cell Mining Claim | Active |
| 324967 | Single Cell Mining Claim | Active |
| 241832 | Single Cell Mining Claim | Active |
| 288431 | Single Cell Mining Claim | Active |
| 119503 | Single Cell Mining Claim | Active |
| 276887 | Single Cell Mining Claim | Active |
| 128375 | Single Cell Mining Claim | Active |
| 336821 | Single Cell Mining Claim | Active |
| 175762 | Single Cell Mining Claim | Active |
| 324968 | Single Cell Mining Claim | Active |
| 336820 | Single Cell Mining Claim | Active |
| 119502 | Single Cell Mining Claim | Active |
A-40
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 300243 | Single Cell Mining Claim | Active |
| 132257 | Single Cell Mining Claim | Active |
| 263694 | Single Cell Mining Claim | Active |
| 197047 | Single Cell Mining Claim | Active |
| 148936 | Single Cell Mining Claim | Active |
| 177516 | Single Cell Mining Claim | Active |
| 214286 | Single Cell Mining Claim | Active |
| 109106 | Single Cell Mining Claim | Active |
| 298787 | Single Cell Mining Claim | Active |
| 197048 | Single Cell Mining Claim | Active |
| 251691 | Single Cell Mining Claim | Active |
| 109105 | Single Cell Mining Claim | Active |
| 298788 | Single Cell Mining Claim | Active |
| 300244 | Single Cell Mining Claim | Active |
| 339096 | Single Cell Mining Claim | Active |
| 258443 | Boundary Cell Mining Claim | Active |
| 296347 | Single Cell Mining Claim | Active |
| 241913 | Single Cell Mining Claim | Active |
| 128457 | Boundary Cell Mining Claim | Active |
| 113130 | Single Cell Mining Claim | Active |
| 200553 | Single Cell Mining Claim | Active |
| 255210 | Boundary Cell Mining Claim | Active |
| 155430 | Single Cell Mining Claim | Active |
| 274576 | Single Cell Mining Claim | Active |
| 200554 | Boundary Cell Mining Claim | Active |
| 255209 | Single Cell Mining Claim | Active |
| 135890 | Single Cell Mining Claim | Active |
| 193952 | Single Cell Mining Claim | Active |
A-41
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 327864 | Single Cell Mining Claim | Active |
| 336584 | Single Cell Mining Claim | Active |
| 315148 | Boundary Cell Mining Claim | Active |
| 119565 | Single Cell Mining Claim | Active |
| 337403 | Boundary Cell Mining Claim | Active |
| 325042 | Single Cell Mining Claim | Active |
| 119564 | Boundary Cell Mining Claim | Active |
| 119566 | Boundary Cell Mining Claim | Active |
| 113690 | Single Cell Mining Claim | Active |
| 167485 | Boundary Cell Mining Claim | Active |
| 132036 | Boundary Cell Mining Claim | Active |
| 233498 | Single Cell Mining Claim | Active |
| 270756 | Single Cell Mining Claim | Active |
| 216867 | Single Cell Mining Claim | Active |
| 332837 | Single Cell Mining Claim | Active |
| 204756 | Single Cell Mining Claim | Active |
| 174929 | Single Cell Mining Claim | Active |
| 315147 | Single Cell Mining Claim | Active |
| 249184 | Single Cell Mining Claim | Active |
| 193013 | Boundary Cell Mining Claim | Active |
| 122616 | Single Cell Mining Claim | Active |
| 246626 | Single Cell Mining Claim | Active |
| 342085 | Single Cell Mining Claim | Active |
| 215909 | Boundary Cell Mining Claim | Active |
| 161103 | Single Cell Mining Claim | Active |
| 212476 | Single Cell Mining Claim | Active |
| 212477 | Boundary Cell Mining Claim | Active |
| 145841 | Boundary Cell Mining Claim | Active |
A-42
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 336583 | Single Cell Mining Claim | Active |
| 277830 | Single Cell Mining Claim | Active |
| 249186 | Single Cell Mining Claim | Active |
| 174931 | Single Cell Mining Claim | Active |
| 193015 | Single Cell Mining Claim | Active |
| 193014 | Boundary Cell Mining Claim | Active |
| 159936 | Single Cell Mining Claim | Active |
| 327865 | Boundary Cell Mining Claim | Active |
| 249185 | Boundary Cell Mining Claim | Active |
| 261161 | Boundary Cell Mining Claim | Active |
| 145840 | Single Cell Mining Claim | Active |
| 174930 | Single Cell Mining Claim | Active |
| 193016 | Boundary Cell Mining Claim | Active |
| 329714 | Single Cell Mining Claim | Active |
| 215908 | Boundary Cell Mining Claim | Active |
| 122613 | Boundary Cell Mining Claim | Active |
| 342084 | Single Cell Mining Claim | Active |
| 342083 | Single Cell Mining Claim | Active |
| 342082 | Single Cell Mining Claim | Active |
| 246624 | Boundary Cell Mining Claim | Active |
| 246625 | Single Cell Mining Claim | Active |
| 103599 | Boundary Cell Mining Claim | Active |
| 103598 | Single Cell Mining Claim | Active |
| 282430 | Single Cell Mining Claim | Active |
| 246623 | Single Cell Mining Claim | Active |
| 161102 | Single Cell Mining Claim | Active |
| 122614 | Boundary Cell Mining Claim | Active |
| 122615 | Single Cell Mining Claim | Active |
A-43
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 130846 | Single Cell Mining Claim | Active |
| 337653 | Boundary Cell Mining Claim | Active |
| 163913 | Single Cell Mining Claim | Active |
| 176094 | Single Cell Mining Claim | Active |
| 107203 | Single Cell Mining Claim | Active |
| 278709 | Boundary Cell Mining Claim | Active |
| 337654 | Boundary Cell Mining Claim | Active |
| 163912 | Single Cell Mining Claim | Active |
| 146856 | Boundary Cell Mining Claim | Active |
| 107202 | Boundary Cell Mining Claim | Active |
| 176093 | Single Cell Mining Claim | Active |
| 250182 | Single Cell Mining Claim | Active |
| 223179 | Single Cell Mining Claim | Active |
| 250183 | Single Cell Mining Claim | Active |
| 297908 | Boundary Cell Mining Claim | Active |
| 278708 | Single Cell Mining Claim | Active |
| 107205 | Single Cell Mining Claim | Active |
| 176092 | Boundary Cell Mining Claim | Active |
| 107204 | Single Cell Mining Claim | Active |
| 231207 | Single Cell Mining Claim | Active |
| 156086 | Boundary Cell Mining Claim | Active |
| 136541 | Single Cell Mining Claim | Active |
| 220776 | Boundary Cell Mining Claim | Active |
| 142512 | Single Cell Mining Claim | Active |
| 267982 | Single Cell Mining Claim | Active |
| 171258 | Boundary Cell Mining Claim | Active |
| 222674 | Single Cell Mining Claim | Active |
| 129958 | Boundary Cell Mining Claim | Active |
A-44
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 310053 | Boundary Cell Mining Claim | Active |
| 107192 | Boundary Cell Mining Claim | Active |
| 163906 | Boundary Cell Mining Claim | Active |
| 163905 | Boundary Cell Mining Claim | Active |
| 250174 | Single Cell Mining Claim | Active |
| 231203 | Boundary Cell Mining Claim | Active |
| 329118 | Boundary Cell Mining Claim | Active |
| 213209 | Single Cell Mining Claim | Active |
| 316932 | Single Cell Mining Claim | Active |
| 250354 | Boundary Cell Mining Claim | Active |
| 218384 | Single Cell Mining Claim | Active |
| 285773 | Boundary Cell Mining Claim | Active |
| 219011 | Single Cell Mining Claim | Active |
| 153057 | Single Cell Mining Claim | Active |
| 125064 | Single Cell Mining Claim | Active |
| 183605 | Single Cell Mining Claim | Active |
| 337804 | Single Cell Mining Claim | Active |
| 195754 | Boundary Cell Mining Claim | Active |
| 316933 | Single Cell Mining Claim | Active |
| 176262 | Boundary Cell Mining Claim | Active |
| 279384 | Boundary Cell Mining Claim | Active |
| 310239 | Single Cell Mining Claim | Active |
| 337826 | Single Cell Mining Claim | Active |
| 310240 | Single Cell Mining Claim | Active |
| 183621 | Single Cell Mining Claim | Active |
| 166597 | Boundary Cell Mining Claim | Active |
| 109844 | Single Cell Mining Claim | Active |
| 203106 | Single Cell Mining Claim | Active |
A-45
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 157928 | Single Cell Mining Claim | Active |
| 203105 | Single Cell Mining Claim | Active |
| 143810 | Single Cell Mining Claim | Active |
| 259146 | Single Cell Mining Claim | Active |
| 275798 | Single Cell Mining Claim | Active |
| 203104 | Single Cell Mining Claim | Active |
| 134095 | Single Cell Mining Claim | Active |
| 246075 | Single Cell Mining Claim | Active |
| 186108 | Single Cell Mining Claim | Active |
| 246074 | Boundary Cell Mining Claim | Active |
| 215326 | Boundary Cell Mining Claim | Active |
| 318808 | Boundary Cell Mining Claim | Active |
| 252904 | Single Cell Mining Claim | Active |
| 166598 | Boundary Cell Mining Claim | Active |
| 340871 | Boundary Cell Mining Claim | Active |
| 166599 | Single Cell Mining Claim | Active |
| 246076 | Single Cell Mining Claim | Active |
| 166600 | Boundary Cell Mining Claim | Active |
| 108376 | Boundary Cell Mining Claim | Active |
| 246971 | Boundary Cell Mining Claim | Active |
| 144291 | Single Cell Mining Claim | Active |
| 246972 | Single Cell Mining Claim | Active |
| 286631 | Single Cell Mining Claim | Active |
| 294134 | Single Cell Mining Claim | Active |
| 138829 | Single Cell Mining Claim | Active |
| 108374 | Boundary Cell Mining Claim | Active |
| 313535 | Single Cell Mining Claim | Active |
| 105019 | Boundary Cell Mining Claim | Active |
A-46
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 105018 | Single Cell Mining Claim | Active |
| 308717 | Single Cell Mining Claim | Active |
| 323845 | Single Cell Mining Claim | Active |
| 221909 | Single Cell Mining Claim | Active |
| 308738 | Single Cell Mining Claim | Active |
| 288477 | Boundary Cell Mining Claim | Active |
| 336854 | Single Cell Mining Claim | Active |
| 221908 | Single Cell Mining Claim | Active |
| 128668 | Single Cell Mining Claim | Active |
| 336853 | Single Cell Mining Claim | Active |
| 308739 | Single Cell Mining Claim | Active |
| 221907 | Boundary Cell Mining Claim | Active |
| 308740 | Boundary Cell Mining Claim | Active |
| 162622 | Single Cell Mining Claim | Active |
| 203887 | Boundary Cell Mining Claim | Active |
| 223460 | Single Cell Mining Claim | Active |
| 259406 | Single Cell Mining Claim | Active |
| 158737 | Single Cell Mining Claim | Active |
| 203889 | Boundary Cell Mining Claim | Active |
| 239196 | Boundary Cell Mining Claim | Active |
| 203888 | Boundary Cell Mining Claim | Active |
| 169694 | Single Cell Mining Claim | Active |
| 285644 | Single Cell Mining Claim | Active |
| 102706 | Single Cell Mining Claim | Active |
| 273560 | Single Cell Mining Claim | Active |
| 102705 | Single Cell Mining Claim | Active |
| 118020 | Single Cell Mining Claim | Active |
| 182495 | Single Cell Mining Claim | Active |
A-47
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 153054 | Single Cell Mining Claim | Active |
| 265607 | Single Cell Mining Claim | Active |
| 125061 | Single Cell Mining Claim | Active |
| 285645 | Single Cell Mining Claim | Active |
| 102642 | Single Cell Mining Claim | Active |
| 321620 | Single Cell Mining Claim | Active |
| 103314 | Single Cell Mining Claim | Active |
| 257663 | Single Cell Mining Claim | Active |
| 324247 | Single Cell Mining Claim | Active |
| 209036 | Single Cell Mining Claim | Active |
| 220459 | Single Cell Mining Claim | Active |
| 228448 | Single Cell Mining Claim | Active |
| 103315 | Single Cell Mining Claim | Active |
| 336093 | Single Cell Mining Claim | Active |
| 228449 | Boundary Cell Mining Claim | Active |
| 228447 | Single Cell Mining Claim | Active |
| 336092 | Single Cell Mining Claim | Active |
| 228446 | Single Cell Mining Claim | Active |
| 275667 | Single Cell Mining Claim | Active |
| 190534 | Boundary Cell Mining Claim | Active |
| 102643 | Single Cell Mining Claim | Active |
| 217810 | Boundary Cell Mining Claim | Active |
| 124502 | Boundary Cell Mining Claim | Active |
| 182418 | Boundary Cell Mining Claim | Active |
| 272995 | Single Cell Mining Claim | Active |
| 321621 | Single Cell Mining Claim | Active |
| 217809 | Boundary Cell Mining Claim | Active |
| 169624 | Single Cell Mining Claim | Active |
A-48
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 272994 | Single Cell Mining Claim | Active |
| 285075 | Single Cell Mining Claim | Active |
| 217808 | Single Cell Mining Claim | Active |
| 225766 | Boundary Cell Mining Claim | Active |
| 196966 | Boundary Cell Mining Claim | Active |
| 102644 | Boundary Cell Mining Claim | Active |
| 190514 | Boundary Cell Mining Claim | Active |
| 174491 | Boundary Cell Mining Claim | Active |
| 127164 | Boundary Cell Mining Claim | Active |
| 190512 | Single Cell Mining Claim | Active |
| 155102 | Boundary Cell Mining Claim | Active |
| 257637 | Boundary Cell Mining Claim | Active |
| 127163 | Boundary Cell Mining Claim | Active |
| 172242 | Boundary Cell Mining Claim | Active |
| 155101 | Single Cell Mining Claim | Active |
| 323725 | Single Cell Mining Claim | Active |
| 257636 | Single Cell Mining Claim | Active |
| 190513 | Single Cell Mining Claim | Active |
| 174490 | Single Cell Mining Claim | Active |
| 287706 | Single Cell Mining Claim | Active |
| 209022 | Single Cell Mining Claim | Active |
| 125694 | Single Cell Mining Claim | Active |
| 170322 | Boundary Cell Mining Claim | Active |
| 170321 | Single Cell Mining Claim | Active |
| 344703 | Single Cell Mining Claim | Active |
| 293072 | Single Cell Mining Claim | Active |
| 266223 | Single Cell Mining Claim | Active |
| 226444 | Boundary Cell Mining Claim | Active |
A-49
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 183139 | Single Cell Mining Claim | Active |
| 102842 | Boundary Cell Mining Claim | Active |
| 170323 | Single Cell Mining Claim | Active |
| 285772 | Single Cell Mining Claim | Active |
| 189076 | Single Cell Mining Claim | Active |
| 125695 | Single Cell Mining Claim | Active |
| 118163 | Single Cell Mining Claim | Active |
| 102843 | Boundary Cell Mining Claim | Active |
| 189075 | Single Cell Mining Claim | Active |
| 182497 | Single Cell Mining Claim | Active |
| 321686 | Single Cell Mining Claim | Active |
| 292445 | Single Cell Mining Claim | Active |
| 188426 | Single Cell Mining Claim | Active |
| 153056 | Single Cell Mining Claim | Active |
| 118023 | Single Cell Mining Claim | Active |
| 102711 | Single Cell Mining Claim | Active |
| 102710 | Single Cell Mining Claim | Active |
| 125063 | Single Cell Mining Claim | Active |
| 169695 | Single Cell Mining Claim | Active |
| 273561 | Single Cell Mining Claim | Active |
| 125062 | Single Cell Mining Claim | Active |
| 273562 | Single Cell Mining Claim | Active |
| 128168 | Single Cell Mining Claim | Active |
| 229498 | Single Cell Mining Claim | Active |
| 204321 | Single Cell Mining Claim | Active |
| 210954 | Single Cell Mining Claim | Active |
| 229497 | Single Cell Mining Claim | Active |
| 145661 | Single Cell Mining Claim | Active |
A-50
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 287998 | Single Cell Mining Claim | Active |
| 192208 | Single Cell Mining Claim | Active |
| 335799 | Single Cell Mining Claim | Active |
| 314936 | Single Cell Mining Claim | Active |
| 209586 | Single Cell Mining Claim | Active |
| 227482 | Single Cell Mining Claim | Active |
| 313521 | Single Cell Mining Claim | Active |
| 306787 | Single Cell Mining Claim | Active |
| 172860 | Single Cell Mining Claim | Active |
| 173937 | Single Cell Mining Claim | Active |
| 334938 | Single Cell Mining Claim | Active |
| 174744 | Single Cell Mining Claim | Active |
| 287999 | Single Cell Mining Claim | Active |
| 335800 | Single Cell Mining Claim | Active |
| 335798 | Single Cell Mining Claim | Active |
| 143887 | Single Cell Mining Claim | Active |
| 258124 | Single Cell Mining Claim | Active |
| 312564 | Single Cell Mining Claim | Active |
| 334802 | Single Cell Mining Claim | Active |
| 188942 | Single Cell Mining Claim | Active |
| 188941 | Single Cell Mining Claim | Active |
| 138807 | Boundary Cell Mining Claim | Active |
| 294111 | Single Cell Mining Claim | Active |
| 190785 | Single Cell Mining Claim | Active |
| 267739 | Single Cell Mining Claim | Active |
| 267738 | Single Cell Mining Claim | Active |
| 304346 | Single Cell Mining Claim | Active |
| 181501 | Single Cell Mining Claim | Active |
A-51
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 142371 | Boundary Cell Mining Claim | Active |
| 255753 | Single Cell Mining Claim | Active |
| 255754 | Single Cell Mining Claim | Active |
| 156499 | Single Cell Mining Claim | Active |
| 156500 | Boundary Cell Mining Claim | Active |
| 201112 | Boundary Cell Mining Claim | Active |
| 150885 | Single Cell Mining Claim | Active |
| 341662 | Single Cell Mining Claim | Active |
| 282717 | Single Cell Mining Claim | Active |
| 290763 | Boundary Cell Mining Claim | Active |
| 320108 | Boundary Cell Mining Claim | Active |
| 320109 | Boundary Cell Mining Claim | Active |
| 236076 | Single Cell Mining Claim | Active |
| 180130 | Boundary Cell Mining Claim | Active |
| 303414 | Boundary Cell Mining Claim | Active |
| 290762 | Boundary Cell Mining Claim | Active |
| 290761 | Boundary Cell Mining Claim | Active |
| 216098 | Boundary Cell Mining Claim | Active |
| 236075 | Single Cell Mining Claim | Active |
| 180131 | Single Cell Mining Claim | Active |
| 303415 | Boundary Cell Mining Claim | Active |
| 191387 | Single Cell Mining Claim | Active |
| 240794 | Single Cell Mining Claim | Active |
| 127912 | Single Cell Mining Claim | Active |
| 325126 | Single Cell Mining Claim | Active |
| 127914 | Single Cell Mining Claim | Active |
| 127915 | Single Cell Mining Claim | Active |
| 325127 | Single Cell Mining Claim | Active |
A-52
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 221182 | Single Cell Mining Claim | Active |
| 104776 | Single Cell Mining Claim | Active |
| 155921 | Single Cell Mining Claim | Active |
| 174063 | Single Cell Mining Claim | Active |
| 191386 | Single Cell Mining Claim | Active |
| 174062 | Single Cell Mining Claim | Active |
| 244867 | Single Cell Mining Claim | Active |
| 339796 | Single Cell Mining Claim | Active |
| 121583 | Single Cell Mining Claim | Active |
| 282084 | Single Cell Mining Claim | Active |
| 264432 | Single Cell Mining Claim | Active |
| 339797 | Single Cell Mining Claim | Active |
| 286104 | Single Cell Mining Claim | Active |
| 144272 | Single Cell Mining Claim | Active |
| 316180 | Single Cell Mining Claim | Active |
| 337047 | Single Cell Mining Claim | Active |
| 190787 | Single Cell Mining Claim | Active |
| 227483 | Single Cell Mining Claim | Active |
| 190786 | Single Cell Mining Claim | Active |
| 202926 | Single Cell Mining Claim | Active |
| 118633 | Single Cell Mining Claim | Active |
| 338805 | Single Cell Mining Claim | Active |
| 177793 | Single Cell Mining Claim | Active |
| 118632 | Single Cell Mining Claim | Active |
| 231137 | Single Cell Mining Claim | Active |
| 158285 | Single Cell Mining Claim | Active |
| 177792 | Single Cell Mining Claim | Active |
| 183858 | Single Cell Mining Claim | Active |
A-53
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 118634 | Single Cell Mining Claim | Active |
| 183859 | Single Cell Mining Claim | Active |
| 304982 | Single Cell Mining Claim | Active |
| 274473 | Single Cell Mining Claim | Active |
| 143002 | Single Cell Mining Claim | Active |
| 237733 | Single Cell Mining Claim | Active |
| 257807 | Single Cell Mining Claim | Active |
| 155800 | Single Cell Mining Claim | Active |
| 334935 | Single Cell Mining Claim | Active |
| 171784 | Single Cell Mining Claim | Active |
| 171783 | Single Cell Mining Claim | Active |
| 249780 | Single Cell Mining Claim | Active |
| 299472 | Single Cell Mining Claim | Active |
| 143298 | Single Cell Mining Claim | Active |
| 210028 | Single Cell Mining Claim | Active |
| 210029 | Single Cell Mining Claim | Active |
| 325325 | Single Cell Mining Claim | Active |
| 222059 | Single Cell Mining Claim | Active |
| 157384 | Single Cell Mining Claim | Active |
| 143297 | Single Cell Mining Claim | Active |
| 258033 | Single Cell Mining Claim | Active |
| 275995 | Single Cell Mining Claim | Active |
| 305796 | Single Cell Mining Claim | Active |
| 315180 | Single Cell Mining Claim | Active |
| 224173 | Single Cell Mining Claim | Active |
| 139951 | Single Cell Mining Claim | Active |
| 224174 | Single Cell Mining Claim | Active |
| 164789 | Single Cell Mining Claim | Active |
A-54
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 145907 | Single Cell Mining Claim | Active |
| 145288 | Single Cell Mining Claim | Active |
| 331866 | Single Cell Mining Claim | Active |
| 148270 | Single Cell Mining Claim | Active |
| 108954 | Single Cell Mining Claim | Active |
| 338440 | Single Cell Mining Claim | Active |
| 251012 | Single Cell Mining Claim | Active |
| 251011 | Single Cell Mining Claim | Active |
| 224069 | Single Cell Mining Claim | Active |
| 327335 | Single Cell Mining Claim | Active |
| 224068 | Single Cell Mining Claim | Active |
| 164663 | Single Cell Mining Claim | Active |
| 334936 | Single Cell Mining Claim | Active |
| 334937 | Single Cell Mining Claim | Active |
| 155803 | Single Cell Mining Claim | Active |
| 112971 | Single Cell Mining Claim | Active |
| 207397 | Single Cell Mining Claim | Active |
| 324493 | Single Cell Mining Claim | Active |
| 171785 | Single Cell Mining Claim | Active |
| 155802 | Single Cell Mining Claim | Active |
| 155801 | Single Cell Mining Claim | Active |
| 228520 | Single Cell Mining Claim | Active |
| 324491 | Single Cell Mining Claim | Active |
| 324492 | Single Cell Mining Claim | Active |
| 324490 | Single Cell Mining Claim | Active |
| 171786 | Single Cell Mining Claim | Active |
| 307305 | Single Cell Mining Claim | Active |
| 132932 | Single Cell Mining Claim | Active |
A-55
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 132933 | Single Cell Mining Claim | Active |
| 120222 | Single Cell Mining Claim | Active |
| 176870 | Single Cell Mining Claim | Active |
| 131567 | Single Cell Mining Claim | Active |
| 317587 | Single Cell Mining Claim | Active |
| 299572 | Single Cell Mining Claim | Active |
| 184230 | Single Cell Mining Claim | Active |
| 298104 | Single Cell Mining Claim | Active |
| 131565 | Single Cell Mining Claim | Active |
| 108955 | Single Cell Mining Claim | Active |
| 263040 | Single Cell Mining Claim | Active |
| 131566 | Single Cell Mining Claim | Active |
| 213593 | Single Cell Mining Claim | Active |
| 187873 | Single Cell Mining Claim | Active |
| 135217 | Single Cell Mining Claim | Active |
| 310512 | Single Cell Mining Claim | Active |
| 310513 | Single Cell Mining Claim | Active |
| 266645 | Single Cell Mining Claim | Active |
| 199898 | Single Cell Mining Claim | Active |
| 194989 | Single Cell Mining Claim | Active |
| 288704 | Single Cell Mining Claim | Active |
| 316179 | Single Cell Mining Claim | Active |
| 140952 | Single Cell Mining Claim | Active |
| 140951 | Single Cell Mining Claim | Active |
| 192938 | Single Cell Mining Claim | Active |
| 211684 | Single Cell Mining Claim | Active |
| 175472 | Single Cell Mining Claim | Active |
| 129407 | Single Cell Mining Claim | Active |
A-56
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 153863 | Single Cell Mining Claim | Active |
| 245358 | Boundary Cell Mining Claim | Active |
| 343537 | Single Cell Mining Claim | Active |
| 233915 | Boundary Cell Mining Claim | Active |
| 318099 | Single Cell Mining Claim | Active |
| 133417 | Single Cell Mining Claim | Active |
| 194411 | Single Cell Mining Claim | Active |
| 193517 | Single Cell Mining Claim | Active |
| 104690 | Single Cell Mining Claim | Active |
| 105870 | Single Cell Mining Claim | Active |
| 163176 | Single Cell Mining Claim | Active |
| 163177 | Single Cell Mining Claim | Active |
| 174712 | Single Cell Mining Claim | Active |
| 104911 | Single Cell Mining Claim | Active |
| 224445 | Single Cell Mining Claim | Active |
| 335120 | Boundary Cell Mining Claim | Active |
| 238629 | Single Cell Mining Claim | Active |
| 235067 | Single Cell Mining Claim | Active |
| 243480 | Boundary Cell Mining Claim | Active |
| 294828 | Boundary Cell Mining Claim | Active |
| 287309 | Single Cell Mining Claim | Active |
| 295862 | Single Cell Mining Claim | Active |
| 142296 | Boundary Cell Mining Claim | Active |
| 190604 | Single Cell Mining Claim | Active |
| 321755 | Single Cell Mining Claim | Active |
| 176085 | Single Cell Mining Claim | Active |
| 240026 | Single Cell Mining Claim | Active |
| 240025 | Single Cell Mining Claim | Active |
A-57
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 193459 | Boundary Cell Mining Claim | Active |
| 300942 | Boundary Cell Mining Claim | Active |
| 166624 | Boundary Cell Mining Claim | Active |
| 252394 | Boundary Cell Mining Claim | Active |
| 252820 | Boundary Cell Mining Claim | Active |
| 245473 | Boundary Cell Mining Claim | Active |
| 301556 | Boundary Cell Mining Claim | Active |
| 252821 | Boundary Cell Mining Claim | Active |
| 236955 | Boundary Cell Mining Claim | Active |
| 170140 | Boundary Cell Mining Claim | Active |
| 153570 | Single Cell Mining Claim | Active |
| 334286 | Boundary Cell Mining Claim | Active |
| 273492 | Boundary Cell Mining Claim | Active |
| 322138 | Boundary Cell Mining Claim | Active |
| 322096 | Single Cell Mining Claim | Active |
| 273381 | Single Cell Mining Claim | Active |
| 285506 | Single Cell Mining Claim | Active |
| 333938 | Single Cell Mining Claim | Active |
| 303369 | Single Cell Mining Claim | Active |
| 265464 | Single Cell Mining Claim | Active |
| 226271 | Single Cell Mining Claim | Active |
| 333937 | Boundary Cell Mining Claim | Active |
| 299370 | Single Cell Mining Claim | Active |
| 206867 | Boundary Cell Mining Claim | Active |
| 263769 | Single Cell Mining Claim | Active |
| 322139 | Boundary Cell Mining Claim | Active |
| 334160 | Single Cell Mining Claim | Active |
| 133336 | Boundary Cell Mining Claim | Active |
A-58
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 199392 | Single Cell Mining Claim | Active |
| 273419 | Boundary Cell Mining Claim | Active |
| 133311 | Single Cell Mining Claim | Active |
| 285548 | Boundary Cell Mining Claim | Active |
| 218987 | Boundary Cell Mining Claim | Active |
| 322137 | Boundary Cell Mining Claim | Active |
| 221312 | Single Cell Mining Claim | Active |
| 248765 | Single Cell Mining Claim | Active |
| 209578 | Single Cell Mining Claim | Active |
| 344992 | Single Cell Mining Claim | Active |
| 241331 | Single Cell Mining Claim | Active |
| 294100 | Single Cell Mining Claim | Active |
| 283149 | Single Cell Mining Claim | Active |
| 235174 | Single Cell Mining Claim | Active |
| 280427 | Single Cell Mining Claim | Active |
| 306241 | Single Cell Mining Claim | Active |
| 104801 | Single Cell Mining Claim | Active |
| 221206 | Single Cell Mining Claim | Active |
| 337550 | Single Cell Mining Claim | Active |
| 129887 | Single Cell Mining Claim | Active |
| 184618 | Boundary Cell Mining Claim | Active |
| 120586 | Boundary Cell Mining Claim | Active |
| 246566 | Boundary Cell Mining Claim | Active |
| 118804 | Single Cell Mining Claim | Active |
| 120724 | Single Cell Mining Claim | Active |
| 184706 | Single Cell Mining Claim | Active |
| 317407 | Boundary Cell Mining Claim | Active |
| 244689 | Single Cell Mining Claim | Active |
A-59
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 255435 | Boundary Cell Mining Claim | Active |
| 284568 | Boundary Cell Mining Claim | Active |
| 195013 | Boundary Cell Mining Claim | Active |
| 139540 | Boundary Cell Mining Claim | Active |
| 238393 | Single Cell Mining Claim | Active |
| 132302 | Boundary Cell Mining Claim | Active |
| 197104 | Boundary Cell Mining Claim | Active |
| 288080 | Boundary Cell Mining Claim | Active |
| 288079 | Single Cell Mining Claim | Active |
| 319970 | Single Cell Mining Claim | Active |
| 285549 | Boundary Cell Mining Claim | Active |
| 219007 | Boundary Cell Mining Claim | Active |
| 226272 | Single Cell Mining Claim | Active |
| 237057 | Single Cell Mining Claim | Active |
| 201081 | Boundary Cell Mining Claim | Active |
| 237717 | Boundary Cell Mining Claim | Active |
| 127824 | Boundary Cell Mining Claim | Active |
| 276340 | Single Cell Mining Claim | Active |
| 176837 | Boundary Cell Mining Claim | Active |
| 130880 | Boundary Cell Mining Claim | Active |
| 258316 | Boundary Cell Mining Claim | Active |
| 258317 | Boundary Cell Mining Claim | Active |
| 130881 | Boundary Cell Mining Claim | Active |
| 278837 | Boundary Cell Mining Claim | Active |
| 117414 | Boundary Cell Mining Claim | Active |
| 117986 | Single Cell Mining Claim | Active |
| 295025 | Boundary Cell Mining Claim | Active |
| 218352 | Boundary Cell Mining Claim | Active |
A-60
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 153031 | Boundary Cell Mining Claim | Active |
| 265572 | Boundary Cell Mining Claim | Active |
| 203130 | Boundary Cell Mining Claim | Active |
| 270410 | Single Cell Mining Claim | Active |
| 231352 | Boundary Cell Mining Claim | Active |
| 175299 | Single Cell Mining Claim | Active |
| 138816 | Boundary Cell Mining Claim | Active |
| 167737 | Single Cell Mining Claim | Active |
| 317819 | Single Cell Mining Claim | Active |
| 315709 | Boundary Cell Mining Claim | Active |
| 140441 | Boundary Cell Mining Claim | Active |
| 292942 | Single Cell Mining Claim | Active |
| 164532 | Boundary Cell Mining Claim | Active |
| 208450 | Boundary Cell Mining Claim | Active |
| 339638 | Boundary Cell Mining Claim | Active |
| 153838 | Boundary Cell Mining Claim | Active |
| 178062 | Boundary Cell Mining Claim | Active |
| 212378 | Boundary Cell Mining Claim | Active |
| 191837 | Single Cell Mining Claim | Active |
| 276928 | Boundary Cell Mining Claim | Active |
| 131030 | Boundary Cell Mining Claim | Active |
| 276927 | Single Cell Mining Claim | Active |
| 343004 | Boundary Cell Mining Claim | Active |
| 175821 | Single Cell Mining Claim | Active |
| 149074 | Boundary Cell Mining Claim | Active |
| 250168 | Boundary Cell Mining Claim | Active |
| 216514 | Single Cell Mining Claim | Active |
| 107997 | Boundary Cell Mining Claim | Active |
A-61
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 237565 | Boundary Cell Mining Claim | Active |
| 185450 | Single Cell Mining Claim | Active |
| 125450 | Boundary Cell Mining Claim | Active |
| 275056 | Boundary Cell Mining Claim | Active |
| 245402 | Single Cell Mining Claim | Active |
| 168360 | Single Cell Mining Claim | Active |
| 129521 | Boundary Cell Mining Claim | Active |
| 301490 | Single Cell Mining Claim | Active |
| 330416 | Single Cell Mining Claim | Active |
| 289343 | Single Cell Mining Claim | Active |
| 111506 | Boundary Cell Mining Claim | Active |
| 160575 | Single Cell Mining Claim | Active |
| 242416 | Boundary Cell Mining Claim | Active |
| 345084 | Single Cell Mining Claim | Active |
| 209654 | Single Cell Mining Claim | Active |
| 196339 | Single Cell Mining Claim | Active |
| 186980 | Single Cell Mining Claim | Active |
| 281943 | Single Cell Mining Claim | Active |
| 321681 | Boundary Cell Mining Claim | Active |
| 225817 | Boundary Cell Mining Claim | Active |
| 265599 | Boundary Cell Mining Claim | Active |
| 169691 | Boundary Cell Mining Claim | Active |
| 219805 | Boundary Cell Mining Claim | Active |
| 171577 | Single Cell Mining Claim | Active |
| 318861 | Single Cell Mining Claim | Active |
| 340928 | Boundary Cell Mining Claim | Active |
| 298744 | Single Cell Mining Claim | Active |
| 148906 | Boundary Cell Mining Claim | Active |
A-62
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 165370 | Boundary Cell Mining Claim | Active |
| 328047 | Boundary Cell Mining Claim | Active |
| 270621 | Boundary Cell Mining Claim | Active |
| 300541 | Single Cell Mining Claim | Active |
| 130241 | Boundary Cell Mining Claim | Active |
| 195057 | Single Cell Mining Claim | Active |
| 296788 | Single Cell Mining Claim | Active |
| 249635 | Single Cell Mining Claim | Active |
| 290888 | Single Cell Mining Claim | Active |
| 320375 | Single Cell Mining Claim | Active |
| 324509 | Boundary Cell Mining Claim | Active |
| 231228 | Boundary Cell Mining Claim | Active |
| 250200 | Boundary Cell Mining Claim | Active |
| 338178 | Boundary Cell Mining Claim | Active |
| 155850 | Boundary Cell Mining Claim | Active |
| 307382 | Boundary Cell Mining Claim | Active |
| 127352 | Single Cell Mining Claim | Active |
| 287145 | Boundary Cell Mining Claim | Active |
| 151971 | Boundary Cell Mining Claim | Active |
| 294117 | Single Cell Mining Claim | Active |
| 148676 | Boundary Cell Mining Claim | Active |
| 107379 | Single Cell Mining Claim | Active |
| 130436 | Boundary Cell Mining Claim | Active |
| 238169 | Single Cell Mining Claim | Active |
| 233279 | Single Cell Mining Claim | Active |
| 318191 | Single Cell Mining Claim | Active |
| 123860 | Single Cell Mining Claim | Active |
| 164653 | Single Cell Mining Claim | Active |
A-63
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 342785 | Single Cell Mining Claim | Active |
| 193476 | Single Cell Mining Claim | Active |
| 251050 | Single Cell Mining Claim | Active |
| 246023 | Single Cell Mining Claim | Active |
| 504712 | Single Cell Mining Claim | Active |
| 505740 | Single Cell Mining Claim | Active |
| 505743 | Single Cell Mining Claim | Active |
| 504544 | Single Cell Mining Claim | Active |
| 505856 | Single Cell Mining Claim | Active |
| 505857 | Single Cell Mining Claim | Active |
| 506316 | Single Cell Mining Claim | Active |
| 525647 | Single Cell Mining Claim | Active |
| 525686 | Single Cell Mining Claim | Active |
| 525689 | Single Cell Mining Claim | Active |
| 525691 | Single Cell Mining Claim | Active |
| 709593 | Single Cell Mining Claim | Active |
| 503901 | Single Cell Mining Claim | Active |
| 503907 | Single Cell Mining Claim | Active |
| 500840 | Single Cell Mining Claim | Active |
| 500843 | Single Cell Mining Claim | Active |
| 500844 | Single Cell Mining Claim | Active |
| 501111 | Single Cell Mining Claim | Active |
| 504541 | Single Cell Mining Claim | Active |
| 504546 | Single Cell Mining Claim | Active |
| 504550 | Single Cell Mining Claim | Active |
| 540861 | Single Cell Mining Claim | Active |
| 525676 | Single Cell Mining Claim | Active |
| 525681 | Single Cell Mining Claim | Active |
A-64
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 525683 | Single Cell Mining Claim | Active |
| 525698 | Single Cell Mining Claim | Active |
| 503293 | Single Cell Mining Claim | Active |
| 500851 | Single Cell Mining Claim | Active |
| 501115 | Single Cell Mining Claim | Active |
| 504537 | Single Cell Mining Claim | Active |
| 508092 | Single Cell Mining Claim | Active |
| 562458 | Single Cell Mining Claim | Active |
| 525648 | Single Cell Mining Claim | Active |
| 525661 | Single Cell Mining Claim | Active |
| 525666 | Single Cell Mining Claim | Active |
| 525667 | Single Cell Mining Claim | Active |
| 554484 | Single Cell Mining Claim | Active |
| 505737 | Single Cell Mining Claim | Active |
| 505738 | Single Cell Mining Claim | Active |
| 503900 | Single Cell Mining Claim | Active |
| 504511 | Single Cell Mining Claim | Active |
| 504514 | Single Cell Mining Claim | Active |
| 504529 | Single Cell Mining Claim | Active |
| 504530 | Single Cell Mining Claim | Active |
| 501124 | Single Cell Mining Claim | Active |
| 501126 | Single Cell Mining Claim | Active |
| 504538 | Single Cell Mining Claim | Active |
| 540876 | Single Cell Mining Claim | Active |
| 562455 | Single Cell Mining Claim | Active |
| 562456 | Single Cell Mining Claim | Active |
| 562462 | Single Cell Mining Claim | Active |
| 562472 | Single Cell Mining Claim | Active |
A-65
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 562473 | Single Cell Mining Claim | Active |
| 517365 | Single Cell Mining Claim | Active |
| 525671 | Single Cell Mining Claim | Active |
| 525673 | Single Cell Mining Claim | Active |
| 525688 | Single Cell Mining Claim | Active |
| 504332 | Single Cell Mining Claim | Active |
| 504551 | Single Cell Mining Claim | Active |
| 505860 | Single Cell Mining Claim | Active |
| 540865 | Single Cell Mining Claim | Active |
| 540878 | Single Cell Mining Claim | Active |
| 562465 | Single Cell Mining Claim | Active |
| 517366 | Single Cell Mining Claim | Active |
| 525644 | Single Cell Mining Claim | Active |
| 525653 | Single Cell Mining Claim | Active |
| 525672 | Single Cell Mining Claim | Active |
| 525697 | Single Cell Mining Claim | Active |
| 709588 | Single Cell Mining Claim | Active |
| 709594 | Single Cell Mining Claim | Active |
| 504331 | Single Cell Mining Claim | Active |
| 501114 | Single Cell Mining Claim | Active |
| 501122 | Single Cell Mining Claim | Active |
| 501125 | Single Cell Mining Claim | Active |
| 501338 | Single Cell Mining Claim | Active |
| 505851 | Single Cell Mining Claim | Active |
| 505854 | Single Cell Mining Claim | Active |
| 513612 | Single Cell Mining Claim | Active |
| 525652 | Single Cell Mining Claim | Active |
| 525660 | Single Cell Mining Claim | Active |
A-66
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 525692 | Single Cell Mining Claim | Active |
| 504532 | Single Cell Mining Claim | Active |
| 501109 | Single Cell Mining Claim | Active |
| 501117 | Single Cell Mining Claim | Active |
| 504547 | Single Cell Mining Claim | Active |
| 505852 | Single Cell Mining Claim | Active |
| 505861 | Single Cell Mining Claim | Active |
| 554482 | Single Cell Mining Claim | Active |
| 562447 | Single Cell Mining Claim | Active |
| 562463 | Single Cell Mining Claim | Active |
| 562469 | Single Cell Mining Claim | Active |
| 525646 | Single Cell Mining Claim | Active |
| 525656 | Single Cell Mining Claim | Active |
| 709587 | Single Cell Mining Claim | Active |
| 503290 | Single Cell Mining Claim | Active |
| 500846 | Single Cell Mining Claim | Active |
| 501130 | Single Cell Mining Claim | Active |
| 504539 | Single Cell Mining Claim | Active |
| 504540 | Single Cell Mining Claim | Active |
| 504542 | Single Cell Mining Claim | Active |
| 504549 | Single Cell Mining Claim | Active |
| 562453 | Single Cell Mining Claim | Active |
| 525668 | Single Cell Mining Claim | Active |
| 525679 | Single Cell Mining Claim | Active |
| 525694 | Single Cell Mining Claim | Active |
| 500845 | Single Cell Mining Claim | Active |
| 504334 | Single Cell Mining Claim | Active |
| 504545 | Single Cell Mining Claim | Active |
A-67
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 540859 | Single Cell Mining Claim | Active |
| 540860 | Single Cell Mining Claim | Active |
| 562466 | Single Cell Mining Claim | Active |
| 517364 | Single Cell Mining Claim | Active |
| 525659 | Single Cell Mining Claim | Active |
| 525682 | Single Cell Mining Claim | Active |
| 525687 | Single Cell Mining Claim | Active |
| 525693 | Single Cell Mining Claim | Active |
| 504533 | Single Cell Mining Claim | Active |
| 501110 | Single Cell Mining Claim | Active |
| 506315 | Single Cell Mining Claim | Active |
| 540873 | Single Cell Mining Claim | Active |
| 562450 | Single Cell Mining Claim | Active |
| 525645 | Single Cell Mining Claim | Active |
| 503289 | Single Cell Mining Claim | Active |
| 501112 | Single Cell Mining Claim | Active |
| 501116 | Single Cell Mining Claim | Active |
| 505853 | Single Cell Mining Claim | Active |
| 511139 | Single Cell Mining Claim | Active |
| 540864 | Single Cell Mining Claim | Active |
| 562448 | Single Cell Mining Claim | Active |
| 562449 | Single Cell Mining Claim | Active |
| 562451 | Single Cell Mining Claim | Active |
| 562454 | Single Cell Mining Claim | Active |
| 562459 | Single Cell Mining Claim | Active |
| 525651 | Single Cell Mining Claim | Active |
| 525677 | Single Cell Mining Claim | Active |
| 525678 | Single Cell Mining Claim | Active |
A-68
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 525680 | Single Cell Mining Claim | Active |
| 709596 | Single Cell Mining Claim | Active |
| 503292 | Single Cell Mining Claim | Active |
| 505739 | Single Cell Mining Claim | Active |
| 505742 | Single Cell Mining Claim | Active |
| 500841 | Single Cell Mining Claim | Active |
| 500850 | Single Cell Mining Claim | Active |
| 504534 | Single Cell Mining Claim | Active |
| 504535 | Single Cell Mining Claim | Active |
| 501127 | Single Cell Mining Claim | Active |
| 562460 | Single Cell Mining Claim | Active |
| 525658 | Single Cell Mining Claim | Active |
| 503287 | Single Cell Mining Claim | Active |
| 500842 | Single Cell Mining Claim | Active |
| 500847 | Single Cell Mining Claim | Active |
| 500849 | Single Cell Mining Claim | Active |
| 505858 | Single Cell Mining Claim | Active |
| 511140 | Single Cell Mining Claim | Active |
| 540857 | Single Cell Mining Claim | Active |
| 540858 | Single Cell Mining Claim | Active |
| 562468 | Single Cell Mining Claim | Active |
| 525654 | Single Cell Mining Claim | Active |
| 525669 | Single Cell Mining Claim | Active |
| 505741 | Single Cell Mining Claim | Active |
| 504531 | Single Cell Mining Claim | Active |
| 504552 | Single Cell Mining Claim | Active |
| 554483 | Single Cell Mining Claim | Active |
| 562467 | Single Cell Mining Claim | Active |
A-69
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 562471 | Single Cell Mining Claim | Active |
| 517362 | Single Cell Mining Claim | Active |
| 525655 | Single Cell Mining Claim | Active |
| 525662 | Single Cell Mining Claim | Active |
| 709589 | Single Cell Mining Claim | Active |
| 505736 | Single Cell Mining Claim | Active |
| 503903 | Single Cell Mining Claim | Active |
| 504333 | Single Cell Mining Claim | Active |
| 504548 | Single Cell Mining Claim | Active |
| 540879 | Single Cell Mining Claim | Active |
| 540880 | Single Cell Mining Claim | Active |
| 562457 | Single Cell Mining Claim | Active |
| 562464 | Single Cell Mining Claim | Active |
| 562470 | Single Cell Mining Claim | Active |
| 517363 | Single Cell Mining Claim | Active |
| 525665 | Single Cell Mining Claim | Active |
| 525670 | Single Cell Mining Claim | Active |
| 709590 | Single Cell Mining Claim | Active |
| 709591 | Single Cell Mining Claim | Active |
| 709595 | Single Cell Mining Claim | Active |
| 503288 | Single Cell Mining Claim | Active |
| 501123 | Single Cell Mining Claim | Active |
| 504536 | Single Cell Mining Claim | Active |
| 504543 | Single Cell Mining Claim | Active |
| 540862 | Single Cell Mining Claim | Active |
| 540863 | Single Cell Mining Claim | Active |
| 562446 | Single Cell Mining Claim | Active |
| 562452 | Single Cell Mining Claim | Active |
A-70
| TENURE NUMBER | TITLE TYPE | TENURE STATUS |
|---|---|---|
| 562461 | Single Cell Mining Claim | Active |
| 709592 | Single Cell Mining Claim | Active |
| 709597 | Single Cell Mining Claim | Active |
LEASEHOLD PATENTS
PIN 62446-0001 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2930 SEC TBL; LOCATION CLM272 BOMBY/LECOURS LAND AND LAND UNDER THE WATERS OF BOTHAM LAKE AND THE UNNAMED LAKES AND CREEKS COMPRISING MINING CLAIMS TB656372, TB656373, TB656374, TB674843, TB675309, TB674755, TB687605, TB687606, TB687603, TB687604, TB687607, TB687608, TB687609, TB687610, TB611752, TB656368, TB656369, TB656370, TB656371, TB675308, TB674754, TB611751, TB675307, PT 1 TO 10 55R5684 AS IN LT195177; DISTRICT OF THUNDER BAY
PIN 62446-0003 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2931 SEC TBL; LOCATION CLM273 BOMBY BEING LAND AND LAND UNDER THE WATERS OF BOTHAM LAKE, CIGAR LAKE, RULE LAKE AND THE UNNAMED LAKES AND CREEKS COMPRISING MINING CLAIMS TB656346, TB674987, TB656348, TB656349, TB656361, TB656350, TB656351, TB656362, TB656363, TB656364, TB656365, TB656366, TB656367, TB673907, TB673908, TB673909, TB673910, TB673911, TB673912, TB673913, TB673914, TB673915, SSM656347, SSM656352, TB674967, TB674968, PT 1 TO 5 & 7 TO 9 55R5685, AS IN LT195178; DISTRICT OF THUNDER BAY
PIN 62446-0006 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2932 SEC TBL; LOCATION CLM274 BOMBY BEING LAND AND LAND UNDER THE WATERS OF RULE LAKE, THE UNNAMED LAKE WITHIN MINING CLAIMS SSM611749 AND SSM656354 AND THE UNNAMED PONDS AND CREEKS COMPRISING MINING CLAIMS TB533835, TB533836, TB533837, TB533838, TB533839, TB673904, TB673905, TB673906, TB674883, TB674884, TB674886, TB674887, TB674888, TB674889, TB674890, TB674988, TB674989, TB674990, TB674991, TB674992, TB674993, SSM611749, SSM611750, SSM656353, SSM656354, SSM674885 PT 1 TO 7, 9, 55R5686, AS IN LT195179; DISTRICT OF THUNDER BAY
PIN 62446-0007 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 3440 SEC TBL; LAND AND LAND UNDER WATER BOMBY COMPRISING OF THAT PT OF THE BED OF CEDAR RIVER WITHIN MINING CLAIM TB687195, THAT PT OF THE BED OF POND NO. 1 AND THE BEDS OF THE UNNAMED CREEK AND POND NO. 2 WITHIN MINING CLAIM TB701684 COMPRISING MINING CLAIMS TB687195,
A-71
TB701681, TB701682, TB701683, TB701684, PT 1 TO 15 55R5670 EXCEPT SRO PT 2, 5, 8, 11, 14 55R5670; DISTRICT OF THUNDER BAY
PIN 62446-0009 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2936 SEC TBL; MINING CLAIM TB673886 BOMBY; MINING CLAIM TB673889 BOMBY BEING LAND AND LAND UNDER THE WATERS OF CEDAR CREEK WITHIN MINING CLAIM TB673889 PT 1, 2 55R5358; DISTRICT OF THUNDER BAY
PIN 62446-0012 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2939 SEC TBL; LOCATION CLM284 BOMBY COMPRISING MINING CLAIMS TB674869, TB674870, TB674871, TB674872, TB674873, TB674874, TB674875, TB674876, TB674877, TB674878, TB674879, TB685981, TB685982, TB685983, TB685984, TB685985, TB685986, TB685987, PT 1 TO 5, 55R5602 EXCEPT SRO PT 4, 5 55R5602; T/W LT196418; DISTRICT OF THUNDER BAY
PIN 62446-0018 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 3013 SEC TBL; MINING CLAIM TB 609035 BOMBY; MINING CLAIM TB 646504 BOMBY PT 1, 2 55R6095; DISTRICT OF THUNDER BAY
PIN 62446-0026 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2878 SEC TBL; LOCATION CLM-277 BOMBY COMPRISING MINING CLAIMS SSM656342, SSM656343, SSM656344, SSM656345, SSM656694, SSM656695, SSM656696, SSM674763, SSM674764, SSM674765, SSM674768, SSM674769, SSM674863 PT 1 55R5496; DISTRICT OF THUNDER BAY
PIN 62446-0027 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2935 SEC TBL; LOCATION CLM278 BOMBY BEING LAND AND LAND UNDER THE WATERS OF CEDAR CREEK AND THE UNNAMED CREEK LYING WITHIN MINING CLAIMS SSM656338, SSM674743 AND THE UNNAMED POND LYING WITHIN MINING CLAIM SSM674746, COMPRISING MINING CLAIMS SSM656338, SSM656339, SSM656340, SSM656341, SSM674743, SSM674744, SSM674745, SSM674746, PT 1 55R5569 AS IN LT195182; DISTRICT OF THUNDER BAY
PIN 62446-0035 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 3458 SEC TBL; LAND AND LAND UNDER WATER BOMBY SRO ON A PLAN AND FIELD NOTES OF PERIMETER SURVEY CLM302 COMPRISING MINING CLAIMS SSM386674, SSM386675, SSM386676, SSM386677, SSM386678, SSM625560, SSM625561, SSM625562, SSM625563, SSM625564, SSM625565, SSM625566, SSM625567, SSM625568, SSM625569, SSM625570, SSM625573, SSM625574, SSM625575, SSM625576, SSM625579, SSM625580 PT 1 55R6229; S/T RIGHTS & EASEMENTS AS IN LT197443 AS AMENDED BY LT197820; S/T RIGHTS & EASEMENT AS IN LT195674; DISTRICT OF THUNDER BAY
A-72
PIN 62446-0040 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
LAND AND LAND UNDER WATER, PART PERIMETER SURVEY CLM 550, COMPRISING ALL OF MINING CLAIMS TB 4214151, TB 4214170, TB 4222578, TB 4247826, TB 4266203, TB 4247825 AND PART OF MINING CLAIMS TB 4266201, TB4266202 BOMBY, PART 1 55R14424; UNORGANIZED TERRITORIES
PIN 62446-0041 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
MINING RIGHTS ONLY, LAND AND LAND UNDER WATER, BEING PART PERIMETER SURVEY CLM 550, COMPRISING PART MINING CLAIMS TB 4266201 & TB 4266202 BOMBY, PARTS 2, 3, & 4 55R14424; UNORGANIZED TERRITORIES
PIN 62446-0042 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
LAND AND LAND UNDER WATER OF LOCATION CL 19228, COMPRISING MINING CLAIMS TB 701701, TB 701704 AND TB 701705 BOMBY, PART 1 55R14956; UNORGANIZED TERRITORIES
PIN 62446-0044 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
LAND AND LAND UNDER WATER LOCATION CL 19229, COMPRISING MINING CLAIMS TB 687196, TB 701691, AND PART MINING CLAIMS TB 701689, TB 701692 BOMBY, BEING PART 1 55R14955; UNORGANIZED TERRITORIES
PIN 62447-0010 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 2929 SEC TBL; MINING LOCATION CLM 271 LECOURS BEING LAND AND LAND UNDER THE WATERS OF ROUS LAKE AND THE UNNAMED PONDS AND CREEKS, PT 1, 2, 3, 4, 5, 6, 7, 8 55R5683, COMPRISING MINING CLAIMS TB-667235, TB-667236, TB-667237, TB-674747, TB-674749, TB-674750, TB-674751, TB-674752, TB-674903, TB-674904, TB-674905, TB-675327, TB-675328, TB-687611, TB-687612, TB-687613, TB-687614, TB-687636, TB-687637, TB-687638, TB-687639, TB-687640, TB-687641 AS IN LT195176; DISTRICT OF THUNDER BAY
PIN 62446-0029 (LT) (Current Holder: Lac Properties Inc. Holder at the Time of Closing: the Company)
PCL 3457 SEC TBL; LAND AND LAND UNDER WATER BOMBY MRO ON A PLAN AND FIELD NOTES OF PERIMETER SURVEY CLM302 COMPRISING MINING CLAIMS SSM386674, SSM386675, SSM386676, SSM386677, SSM386678, SSM625560, SSM625561, SSM625562, SSM625563, SSM625564, SSM625565, SSM625566, SSM625567, SSM625568, SSM625569, SSM625570, SSM625573, SSM625574, SSM625575, SSM625576, SSM625579, SSM625580 PT 1 55R6229; S/T RIGHTS & EASEMENTS AS IN LT197443 AS AMENDED BY LT197820 & LT195674; DISTRICT OF THUNDER BAY
A-73
FREEHOLD PATENTS
PIN 62446-0039 (LT) (Current Holder: BGI. Holder at the Time of Closing: the Company)
PCL 23847 SEC TBF; FIRSTLY: MINING CLAIM TB-32051 BOMBY; SECONDLY: MINING CLAIM TB-32052 BOMBY; THIRDLY: MINING CLAIM TB-32053 BOMBY BEING LAND AND LAND COVERED WITH THE WATER OF PT OF AN UNNAMED LAKE WITHIN THE LIMITS OF THIS MINING CLAIM; FOURTHLY: MINING CLAIM TB-32054 BOMBY; FIFTHLY: MINING CLAIM TB-32055 BOMBY; SIXTHLY: MINING CLAIM TB-32154 BOMBY; SEVENTHLY: MINING CLAIM TB-32155 BOMBY; EIGHTHLY: MINING CLAIM TB-32156 BOMBY; NINTHLY: MINING CLAIM TB-32158 BOMBY BEING LAND AND LAND COVERED WITH THE WATER OF PT OF AN UNNAMED LAKE WITHIN THE LIMITS OF THIS MINING CLAIM; TENTHLY: MINING CLAIM TB-32159 BOMBY; ELEVENTHLY: MINING CLAIM TB-32157 BOMBY BEING LAND AND LAND COVERED WITH THE WATER OF PART OF CEDAR CREEK WITHIN THE LIMITS OF THIS MINING CLAIM EXCEPT LPA46012; DISTRICT OF THUNDER BAY PCL 24017 SEC TBF; LAND AND LAND UNDER WATER BOMBY COMPRISING MINING CLAIM TB673887 PT 1 55R5856; DISTRICT OF THUNDER BAY PCL 23751 SEC TBF; FIRSTLY: MINING CLAIM TB 555061 BOMBY COMPOSED OF LAND AND LAND UNDER THE WATERS OF PT OF 'A' AND PT OF 'B' LAKE WITHIN THE LIMITS OF THE SAID MINING CLAIM PT 1, 2 55R5659; SECONDLY: MINING CLAIM TB 549608 BOMBY COMPOSED OF LAND AND LAND UNDER WATERS OF PT OF 'A' LAKE WITHIN THE LIMITS OF THE SAID MINING CLAIM, PT 3, 4, 5 55R5659; THIRDLY: MINING CLAIM TB 577521 BOMBY COMPOSED OF LAND AND LAND UNDER THE WATERS OF PT 'A' LAKE WITHIN THE LIMITS OF THE SAID MINING CLAIM, PT 6, 8, 55R5659; FOURTHLY: MINING CLAIM TB 549609 BOMBY PT 11, 12, 13 55R5659; FIFTHLY: MINING CLAIM TB 577526 BOMBY PT 14, 16 55R5659; SIXTHLY: MINING CLAIM TB 549611 BOMBY COMPOSED OF LAND AND LAND UNDER THE WATERS OF PT OF CEDAR CREEK WITHIN THE LIMITS OF THE SAID MINING CLAIM, PT 17, 18 55R5659; SEVENTHLY: MINING CLAIM TB 549610 BOMBY PT 19, 20 55R5659; EIGHTHLY: MINING CLAIM TB 577527 BOMBY PT 21, 23 55R5659; NINTHLY: MINING CLAIM TB 554005 BOMBY PT 24, 25, 26, 27 55R5659; TENTHLY: MINING CLAIM TB 554006 BOMBY PT 28, 29, 30, 31 55R5659; ELEVENTHLY: MINING CLAIM TB 555067 BOMBY PT 32, 34 55R5659; TWELFTHLY: MINING CLAIM TB 555062 BOMBY PT 35, 36, 37 55R5659; THIRTEENTHLY: MINING CLAIM TB 555063 BOMBY PT 38, 39, 40 55R5659; FOURTEENTHLY: MINING CLAIM TB 555064 BOMBY PT 41, 43 55R5659; FIFTEENTHLY: MINING CLAIM TB 555066 BOMBY PT 44, 45, 46 55R5659; SIXTEENTHLY: MINING CLAIM TB 555065 BOMBY PT 47, 48, 49, 51 55R5659, AS IN LT242186 EXCEPT SRO PT 2, 3, 4 55R6465; S/T SRO PT 5, 55R6465 AS IN F48165, T/W PT 2, 3, 4, 55R6465 AS IN F48165; DISTRICT OF THUNDER BAY PCL 24015 SEC TBF; LAND & LAND UNDER WATER BOMBY COMPRISING MINING CLAIM TB673888, PT 3 55R5358; DISTRICT OF THUNDER BAY PCL 24016 SEC TBF; LAND & LAND UNDER WATER BOMBY COMPRISING PT MINING CLAIM TB549612, PT 1 55R5660; DISTRICT OF THUNDER BAY PCL 25433 SEC TBF; PT MINING CLAIM TB 549611 BOMBY; PT MINING CLAIM TB 549612 BOMBY SRO PT 1 TO 4 55R6465; T/W SRO PT 5 55R6465 AS IN F48165, S/T PT 1 TO 4 55R6465 AS IN F48165; DISTRICT OF THUNDER BAY PCL 23739 SEC TBF; PT MINING CLAIM TB-549612 BOMBY PT 2, 3 55R5660 AS IN LT242185 EXCEPT PT 1 55R6465; T/W PT 1 55R6465 AS IN F48165; DISTRICT OF THUNDER BAY
A-74
LAND AND LAND UNDER WATER BOMBY ON A PLAN AND FIELD NOTES OF PERIMETER SURVEY CLM275 COMPRISING MINING CLAIMS TB654945, TB656687, TB656689, TB656690, TB673890, TB673892, TB673893, TB673898, TB673899, PT 1, 2, 3 55R5671 AS IN F12470 SAVE AND EXCEPT PART 1 ON REFERENCE PLAN 55R-13083 COMPRISING MINING CLAIM TB656688; DISTRICT OF THUNDER BAY
PIN 62445-0044 (LT) (Current Holder: Lac Properties Inc. Holder at the Time of Closing: the Company)
PCL 14660 SEC TBF; LOCATION T.W.-69 ON CEDAR LAKE BROTHERS AS IN PPA7839; DISTRICT OF THUNDER BAY
PIN 62445-0045 (LT) (Current Holder: Lac Properties Inc. Holder at the Time of Closing: the Company)
PCL 10528 SEC TBF; SUMMER RESORT LOCATION D.C.51 BROTHERS AS IN PPA6176; DISTRICT OF THUNDER BAY

Legend
- Barrick Hemlo Patents
- LAC Hemlo Lease (NRD)
- Barrick Hemlo Leases
- Barrick Hemlo Cell Claims
- TCBWH IEC Cell Claims
- Nalisf Finn Forfeiture Claims
- (lim Area of Interest) Cowships
B-1
SCHEDULE B
INTERLAKE PROPERTIES
The Interlake Area is comprised of the following lease.
LEA - 109480
MTDOCS 62481088
MTDOCS 62481088
C-1
SCHEDULE C
CORPORATE STRUCTURE AND ORGANIZATION CHARTS
Part 1 – Corporate Structure and Organization Chart Upon the Acquisition Closing
Attached.
C-1
CORPORATE STRUCTURE AND ORGANIZATION CHARTS

Part 1 – Corporate Structure and Organization Chart Upon the Acquisition Closing
MTDOCS 62481088
C-2
Part 2 – Corporate Structure and Organization Chart Upon the Amalgamations
Attached.

Part 2 - Corporate Structure and Organization Chart Upon Amalgamation
D-1
SCHEDULE D
STREAM DELIVERY SCHEDULE
Table 1
(First Dropdown Time)
| Year | Cumulative Delivery Ounces | Incremental Delivery Ounces |
|---|---|---|
| 2025 | 2,070 | 2,070 |
| 2026 | 14,580 | 12,510 |
| 2027 | 27,250 | 12,670 |
| 2028 | 41,390 | 14,140 |
| 2029 | 55,720 | 14,330 |
| 2030 | 70,100 | 14,380 |
| 2031 | 85,060 | 14,960 |
| 2032 | 102,130 | 17,070 |
| 2033 | 118,410 | 16,280 |
| 2034 | 135,750 | 17,340 |
| 2035 and thereafter | 135,750 | Nil |
Table 2
(Second Dropdown Time)
| Year | Cumulative Delivery Ounces | Incremental Delivery Ounces |
|---|---|---|
| 2035 | 9,700 | 9,700 |
| 2036 | 20,400 | 10,700 |
| 2037 | 32,000 | 11,600 |
| 2038 | 44,000 | 12,000 |
| 2039 | 56,100 | 12,100 |
| 2040 | 68,300 | 12,200 |
| 2041 | 81,000 | 12,700 |
| 2042 | 93,700 | 12,700 |
| 2043 | 106,400 | 12,700 |
| 2044 | 117,998 | 11,598 |
| 2045 and thereafter | 117,998 | Nil |
MTDOCS 62481088
E-1
SCHEDULE E
REPRESENTATIONS AND WARRANTIES OF SUPPLIER PMPA ENTITIES
Part I: Specified Representations
(a) Each of the Supplier PMPA Entities is a company duly organized and validly existing under the laws of its jurisdiction of organization and has made all material filings or registrations required by Applicable Law to maintain its corporate existence.
(b) All requisite corporate acts and proceedings have been done and taken by each of the Supplier PMPA Entities, including obtaining all requisite board of directors’ (or other applicable corporate body’s) approval, with respect to the entering into of each Transaction Documents to which it is a party and performing its obligations thereunder.
(c) Each of the Supplier PMPA Entities has the requisite corporate power, capacity and authority to enter into the Transaction Documents to which it is a party, and to perform its obligations thereunder.
(d) On the Closing Date, all material regulatory and all material third party consents and other material approvals that are explicitly referenced as closing conditions in the Purchase Agreement shall have been received and be in full force and effect.
(e) This Agreement has been duly and validly executed and delivered by each of Supplier and Parent Company and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms.
(f) The Supplier PMPA Entities are able, on a consolidated basis, to pay their debts as they become due, after giving effect to the Acquisition Closing, the Acquisition Facility and the payment of the Deposit.
(g) None of the Supplier PMPA Entities, or any director, officer or employee of any of the Supplier PMPA Entities, is a Restricted Person.
(h) The Supplier PMPA Entities conduct their operations in compliance with all Canadian Sanctions, economic sanctions and terrorism financing legislation of the United States as permissible by domestic law, and other Applicable Laws related to economic sanctions and terrorism financing, including protocols for screening counterparties against lists maintained to identify Restricted Persons.
(i) Each of the Supplier PMPA Entities has conducted and is conducting its business in compliance with all Applicable Laws with respect to anti-money laundering and corrupt practices.
(j) None of the Supplier PMPA Entities has suffered an Insolvency Event or Lender Event or is aware of any circumstance which, with notice or the passage of time, or both, would give rise to the foregoing.
MTDOCS 62481088
E-2
Part II: Other Representations and Warranties
(a) The Transaction Documents and the exercise of each Supplier PMPA Entity’s rights and the performance of each Supplier PMPA Entity’s obligations, as applicable, thereunder do not and will not:
(i) conflict with the constating or constitutive documents of any of the Supplier PMPA Entities; or
(ii) conflict with or violate any Applicable Law.
(b) Each of the Supplier PMPA Entities has the corporate power and capacity to own its property and assets and conduct its business as currently conducted by it.
(c) The Transaction Documents and the exercise of each Supplier PMPA Entity’s rights and the performance of each Supplier PMPA Entity’s obligations, as applicable, thereunder do not and will not conflict with any agreement, mortgage, bond or other instrument to which any of the Supplier PMPA Entities is a party or which is binding on their assets.
(d) The corporate structure and organization chart of Parent Company attached hereto as Part 1 of Schedule C accurately reflects the direct and indirect equity ownership interest of Parent Company in the other Supplier PMPA Entities upon the Acquisition Closing. The corporate structure and organization chart of Parent Company attached hereto as Part 2 of Schedule C accurately reflects the direct and indirect equity ownership interest of Parent Company in the other Supplier PMPA Entities upon the Amalgamations.
(e) Each of the Supplier PMPA Entities has conducted and is conducting its business in compliance in all material respects with Applicable Laws and applicable Approvals, including Applicable Laws with respect to social or community matters, prior consultation processes, and Environmental Governmental Requirements.
(f) No Approvals are required to be obtained by the Supplier PMPA Entities in connection with the execution and delivery or the performance by any of the Supplier PMPA Entities of the Transaction Documents or the transactions contemplated thereby (other than Approvals which are conditions precedent to the Acquisition Closing under the Purchase Agreement).
(g) The Mining Properties set forth on Schedule A constitute all of the real property, mining rights, tenements, concessions, contracts and other similar interests, whether created privately or through the actions of any Governmental Authority having jurisdiction, that, immediately following the Acquisition Closing, will comprise the interest of the Supplier Group Entities in the Mine or within ten (10) kilometres of the Mine. The area outlined in blue in the map included in Schedule A accurately depicts the Mining Properties set forth in Schedule A.
(h) The Project Owners are the registered or recorded owners of a 100% legal and beneficial right, title and interest in and to the Project Assets (other than, prior to the Acquisition Closing, Project Assets (if any) that are held by Barrick Parent or its Affiliates that are to be transferred to MineCo pursuant to the Pre-Closing Reorganization (as defined in the Purchase Agreement)), with good and marketable title thereto free and clear of all Encumbrances other than: (i) the Permitted Encumbrances; and (ii) as disclosed in Section
MTDOCS 62481088
E-3
5.13 of the Disclosure Letter. Other than as disclosed in Section 5.18 of the Disclosure Letter, to the knowledge of the Supplier PMPA Entities, the Project Owners' rights, titles and interests in and to the Mining Properties and Mineral Processing Facilities are not subject to claims of native or indigenous title or other adverse claims and none of the Supplier Group Entities has received notice of any such actual or potential claim.
(i) Other than pursuant to the Acquisition Facility, Orion Offtake Agreement, the Asahi Agreement and as disclosed in Section 5.14 of the Disclosure Letter, no person, other than Wheaton, has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Mining Properties or the gold produced from the Mining Properties. Other than in respect of the Permitted Encumbrances, no person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any Produced Gold.
(j) Other than as disclosed in Section 5.13(B) of the Disclosure Letter, all Taxes, fees, assessments, rents, royalties, contractual compensations or fees, surface fees or other amounts required to keep the Mining Properties in good standing have been paid.
(k) Other than as disclosed in Sections 5.18, 5.19 and 5.22 of the Disclosure Letter, to the knowledge of the Supplier PMPA Entities, there are no outstanding, pending or threatened, actions, suits, proceedings, investigations or claims (including with respect to social or community matters or Environmental Governmental Requirements) affecting, or pertaining to, the Project Owners, or the Project Assets or that would otherwise have an Adverse Impact. None of the matters disclosed in Sections 5.18, 5.19 and 5.22 of the Disclosure Letter would reasonably be expected to have an Adverse Impact.
(l) None of the Supplier Group Entities nor the Project Assets is subject to any outstanding judgment, order, writ, injunction or decree that limits or restricts or may limit or restrict any of the Supplier PMPA Entities from performing, fulfilling and satisfying their respective covenants and obligations under the Transaction Documents or would otherwise reasonably be expected to have an Adverse Impact.
(m) Supplier and Parent Company have made available to Wheaton all material information in their control, possession, or knowledge relating to the Mine and the Supplier PMPA Entities, including, but not limited to:
(i) all material information, statements, and reports relating to the Mine that were received from, or derived by Supplier and Parent Company from, the Seller Group and their Affiliates;
(ii) any life of mine plans, production and plant statistics, cost estimates, supporting drill hole data bases and block models in respect of any of the Mining Properties; and
(iii) any information in respect of (A) the mineralization or potential mineralization of the Mining Properties; (B) actual or proposed regulations, policy, or other actions of any relevant Governmental Authority; (C) environmental matters; (D) water related matters; (E) seismic matters; and (F) financial related matters.
MTDOCS 62481088
E-4
All such information, statements, and reports were provided in good faith and Supplier and Parent Company have no knowledge of any material misstatement in any of such information, statements, and reports.
(n) Other than as disclosed in Section 5.13(B) of the Disclosure Letter, each Approval in respect of the Mine that is required by Applicable Law to have been obtained, or is otherwise reasonably considered necessary or appropriate to have been obtained, given the current operations of the Mine, has been obtained by the Project Owners and continues to be in place without challenge or appeal having been filed, and all applicable appeal periods pertaining thereto (as prescribed under Applicable Law) have expired without any challenge or appeal having been filed. Each other Approval in respect of the Mine is expected to be obtained in the ordinary course of business by the time it is necessary in accordance with Applicable Laws.
(o) Wheaton has been provided with true and complete copies of all Material Contracts that have been provided to Supplier and Parent Company by Seller Group and their Affiliates. Other than as disclosed in paragraph (b) of Section 5.18 of the Disclosure Letter, there are no current or pending negotiations with respect to the renewal, termination or amendment of any such Material Contracts. Other than as disclosed in paragraph (b) of Section 5.18 of the Disclosure Letter, all Material Contracts are in full force and effect and each Supplier PMPA Entity that is a party to a Material Contract is entitled to all rights and benefits thereunder and has not waived any such rights. Each Supplier PMPA Entity that is a party to a Material Contract is not in breach of or default under and, to the knowledge of the Supplier PMPA Entities, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a material breach of or material default under, any such Material Contract.
(p) Each Supplier PMPA Entity is in material compliance with all Applicable Laws and collective bargaining agreements respecting employment, wages, hours of work and occupational health and safety and employment practices.
(q) None of the Supplier Group Entities has received any notice of any expropriation proceeding or decision to expropriate all or any part of the Mining Properties or other Project Assets, nor does any of the Supplier PMPA Entities have knowledge of any expropriation proceeding pending or threatened against or affecting all of any part of the Mining Properties or other Project Assets.
(r) Each of the Supplier and Parent Company enter into and perform this Agreement on its own account and not as trustee or a nominee of any other person.
(s) Other than pursuant to the Acquisition Facility and as disclosed in Section 5.14 of the Disclosure Letter, no Supplier Group Entity has created, assumed, granted, or permitted to exist any Encumbrance on the Collateral, other than the Permitted Encumbrances.
(t) As of the date of this Agreement, neither of Parent Company nor the Supplier has any outstanding Financial Indebtedness, liabilities, guarantees or contingent liabilities, other than pursuant to the Acquisition Facility, the Orion Offtake Agreement, the Purchase Agreement, as disclosed in the Financial Statements or incurred after the date of the Financial Statements in the ordinary course of business.
MTDOCS 62481088
E-5
(u) The Financial Statements have been prepared in conformity with International Financial Reporting Standards (IFRS) applied on a consistent basis throughout the periods involved, and present fairly in all material respects the financial position, results of operations and cash flows of the Parent Company on a consolidated basis as at the dates of such statements. For the purposes of this representation, “Financial Statements” means (i) the audited consolidated financial statements of the Parent Company for the years ended December 31, 2023 and 2024, together with the auditors’ report thereon and the notes thereto, and (ii) the unaudited interim condensed consolidated financial statements of the Parent Company for the nine (9) months ended September 30, 2025, together with the notes thereto.
(v) The Supplier and Parent Company have delivered to Wheaton true and complete copies of the Purchase Agreement, the Orion Offtake Agreement and the Asahi Agreement and any amendment, restatement, supplement, or other modification to or waiver of the Purchase Agreement and have complied with all of their obligations in Section 6.16.
(w) None of the foregoing representations and warranties contains any untrue statement of a material fact or omits to state any material fact necessary to make any such statement of representation not misleading with respect to the transactions contemplated herein.
(x) No Supplier PMPA Entity is in breach or default under any Transaction Document and no Event of Default has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or Event of Default) under any Transaction Document.
MTDOCS 62481088
F-1
SCHEDULE F
REPRESENTATIONS AND WARRANTIES OF WHEATON
(a) It is a duly incorporated and validly existing corporation continued under the laws of Ontario and is up to date in respect of all filings required by law.
(b) All requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approval, with respect to entering into this Agreement and performing its obligations hereunder.
(c) It has the requisite corporate power, capacity and authority to enter into this Agreement and to perform its obligations hereunder.
(d) This Agreement and the exercise of its rights and performance of its obligations hereunder do not and will not (i) conflict with any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its constating or constitutive documents, or (iii) conflict with or violate any Applicable Law.
(e) No Approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Agreement or the transactions contemplated hereby.
(f) This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of Wheaton, enforceable against it in accordance with its terms.
(g) It has not suffered an Insolvency Event that is continuing and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to the foregoing.
(h) It enters into and performs this Agreement on its own account and not as trustee or a nominee of any other person.
MTDOCS 62481088
G-1
SCHEDULE G
INTERCREDITOR CORE PRINCIPLES
[Redacted - Commercially Sensitive Information]
MTDOCS 62481088
MTDOCS 62481088
H-1
SCHEDULE H
STREAM NPV PROCEDURES
[Redacted - Commercially Sensitive Information]
MTDOCS 62481088
I-1
SCHEDULE I
PARTNER/SUPPLIER CODE OF CONDUCT
See attached.
Wheaton Precious Metals Corp.
Board Manual
Tab C-19
PARTNER/SUPPLIER CODE OF CONDUCT
Wheaton Precious Metals Corp. and its subsidiaries (“Wheaton”) require that our suppliers, including our streaming partners, meet or exceed certain standards of business practice. This Partner/Supplier Code of Conduct (“Supplier Code”) sets out the minimum standards of conduct expected from all Suppliers wishing to do business with Wheaton.
We define “suppliers” as a business or individual that provides goods or services to Wheaton under terms specified in an agreement, including a precious metals purchase agreement (“PMPA”).
OUR COMMITMENT
Wheaton believes it is our responsibility to partner with suppliers that share our commitment to sustainable development and the standards set out in this Supplier Code.
We believe that we have an opportunity to positively impact business practices by encouraging our suppliers in their ongoing efforts to commit to certain internationally recognized standards.
OUR STANDARDS
In furtherance of our commitment, Wheaton expects its suppliers to meet or exceed the following standards:
- Compliance with Applicable Law: Suppliers comply both with the terms of their agreements with Wheaton and the laws, rules and regulations of the countries where they do business with Wheaton. These include, but are not limited to, laws relating to bribery, corruption, safety, the environment, labour, health, human rights and tax.
- Business Ethics and Integrity: Suppliers perform to a standard that is in accordance with responsible industry standards and practices with respect to ethics and integrity.
- Health and Safety: Suppliers have in place responsible health and safety standards to ensure a safe and healthy workplace.
- Human Rights and Labour: Suppliers respect international standards on fundamental human rights in their operations wherever they are located and ensure that they are not complicit in human rights abuses. Suppliers will comply with all laws relating to human rights and labour including:
- respecting workers’ rights to freedom of association and collective bargaining;
- prohibiting all forms of forced and compulsory labor;
- ensuring all workers are of local legal age and preventing the use of illegal child labour;
- encouraging safe working conditions; and
- preventing discrimination in employment.
- Environment and Sustainability: Suppliers demonstrate commitment to sustainable development. With this in mind, Wheaton supports and encourages our suppliers to adopt
Most Recent Revision: November 14, 2019
page 2
Wheaton Precious Metals Corp.
Board Manual
Tab C-19
PARTNER/SUPPLIER CODE OF CONDUCT
appropriate environmental and sustainable practices, such as promoting water and energy conservation programs, water and air emission management, biodiversity management, pollution controls, chemical and waste management, and recycling programs.
(6) Host Communities: Suppliers demonstrate a strong commitment to obtaining social acceptance for their operations and engage with stakeholders from local and regional host communities.
In furtherance of these standards, Wheaton encourages its suppliers to adopt internationally recognized responsible business and mining practices through commitments to industry and global initiatives, such as but not limited to, the United Nations Global Compact, the International Council on Mining and Metals, Mining Association of Canada’s Towards Sustainable Mining Guiding Principles, and, in the case of gold mines, the World Gold Council’s Responsible Gold Mining Principles and the World Gold Council’s Conflict Free Gold Standards.
IMPLEMENTATION OF SUPPLIER CODE
In order to encourage the adoption of the standards set out in this Supplier Code, Wheaton will show preference for those suppliers who are able to demonstrate alignment with the standards contained in this Supplier Code.
The level to which Wheaton will require its suppliers to adhere to the standards set out in this Supplier Code will be commensurate with the significance of each supplier to our business, taking into account the nature, duration, materiality and extent of the relationship between Wheaton and such supplier. Depending on the circumstances, Wheaton will consider what means it has available to require or encourage adoption of the standards set out in this Supplier Code. This may include:
(1) inclusion of contractual terms between the supplier and Wheaton. For instance, Wheaton endeavors to include terms with our suppliers under PMPAs that require our suppliers to:
- comply with all applicable laws and regulations;
- comply with the Corruption of Foreign Public Officials Act (Canada) which prohibits the offering of anything of value to any foreign public official in order to obtain or retain any advantage in business, or similar legislation;
- retain complete and accurate books and records;
- adhere to certain confidentiality obligations;
- adopt good environmental practices;
- provide certain audit and inspection rights; and
- confirm compliance with this Supplier Code;
(2) making the availability of funding under our Partner Corporate Social Responsibility Program (which provides funding to suppliers under PMPAs for projects supporting the communities in which they operate) subject to compliance with the standards set out in this Supplier Code;
Most Recent Revision: November 14, 2019
page 3
Wheaton Precious Metals Corp.
Board Manual
Tab C-19
PARTNER/SUPPLIER CODE OF CONDUCT
(3) the consideration in the selection of a supplier whether that supplier complies with the standards set out in this Supplier Code;
(4) the public commitment by Wheaton to certain international standards that are consistent with this Supplier Code, as a demonstration of our commitment to the standards set out in this Supplier Code;
(5) raising awareness with the appropriate representative(s) of a supplier of any identified concerns, and escalating concerns where appropriate; and
(6) other means and manners of encouraging adherence to the standards set out in this Supplier Code.
Wheaton expects that its suppliers will support our efforts to confirm compliance with this Supplier Code through regular dialogue, monitoring, reporting and visits.
Most Recent Revision: November 14, 2019
page 4
J-1
SCHEDULE J
POST-CLOSING COLLATERAL
All present and after acquired property of MineCo, DB and WOC and all equity interests in MineCo, DB and WOC.
K-1
SCHEDULE K
CONFIRMATION AGREEMENT
Attached.
POST-AMALGAMATION ACKNOWLEDGMENT AND CONFIRMATION
TO: WHEATON PRECIOUS METALS CORP. ("Wheaton")
DATE: [●], 2025
WHEREAS, reference is made to a precious metals purchase agreement dated as of November [●], 2025 (the “PMPA”) among Wheaton, 1554943 B.C. Ltd. (“Supplier”) and Carcetti Capital Corp. (“Parent Company”);
AND WHEREAS, in connection with, and pursuant to, the PMPA, each of the PMPA Entities (which, following the Closing Date are comprised of Parent Company, 17276583 Canada Ltd. (“Holdco”), Supplier, 1539041 B.C. ULC (“MineCo”), DB Operating Corporation (“DB”) and Williams Operating Corporation (“WOC”)) have entered into certain Transaction Documents (including, but not limited to, the documents listed in Schedule A hereto);
AND WHEREAS, Parent Company and Holdco have, effective as of the date hereof, amalgamated pursuant to the Canada Business Corporation Act, with the corporation resulting from such amalgamation being Hemlo Mining Corp. (“Amalco (Parent Company)”);
AND WHEREAS, Supplier and MineCo have, effective as of the date hereof, amalgamated pursuant to the Business Corporation Act (British Columbia), with the corporation resulting from such amalgamation being 1554943 B.C. Ltd. (“Amalco (Supplier)”);
AND WHEREAS, pursuant to the PMPA, each of Amalco (Parent Company), as successor of Parent Company and Holdco, Amalco (Supplier), as successor of Supplier and MineCo, DB and WOC (collectively, the “Confirming PMPA Entities”), is obligated to acknowledge and confirm in favour of Wheaton the continuing effect of the Transaction Documents to which it is a party despite the Amalgamations;
NOW THEREFORE in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto mutually agree as follows:
-
Capitalized terms used in this Agreement that are not otherwise defined herein have meanings given to such terms in the PMPA. For the avoidance of doubt, each reference to a document, instrument, or agreement herein (including, but not limited to, in Schedule A) is to such document, instrument, or agreement as the same has been amended, supplemented, amended and restated, replaced, or otherwise modified from time to time to the date hereof.
-
Amalco (Parent Company) hereby acknowledges, confirms and agrees in favour of Wheaton that:
(a) its obligations under each Transaction Document (including, but not limited to, the documents listed in Schedule A hereto) to which Parent Company or Holdco is a party, including, for the avoidance of doubt and without limiting the generality of the foregoing, the obligations of Parent Company under the PMPA, continues in full force and effect despite the Amalgamation (Parent Company), and it is bound by each such Transaction Document to which Parent Company or Holdco is a party in the same manner and to the same extent as each of Parent Company and Holdco; and
(b) without limiting the generality of the foregoing:
(i) each Security Agreement to which Parent Company or Holdco is a party remains in full force and effect, shall continue as obligations of Amalco (Parent Company), and continues to secure, inter alia, all indebtedness, liabilities, and obligations of Amalco (Parent Company) to Wheaton stated to be secured thereby, including, but not limited to, all indebtedness, liabilities, and obligations in connection with the PMPA and the other Transaction Documents (including, but not limited to, all PMPA Obligations)); and
(ii) each Guarantee to which Parent Company or Holdco is a party remains in full force and effect and continues to guarantee, inter alia, the payment and performance of all indebtedness, liabilities, and obligations stated to be guaranteed thereby, including, but not limited to, all indebtedness, liabilities, and obligations of the other Supplier PMPA Entities to Wheaton in connection with the PMPA and the other Transaction Documents (including, but not limited to, all Guaranteed Obligations (as defined in each such Guarantee)).
- Amalco (Supplier) hereby acknowledges, confirms and agrees in favour of Wheaton that:
(a) its obligations under each Transaction Document (including, but not limited to, the documents listed in Schedule A hereto) to which Supplier and MineCo is a party, including, for the avoidance of doubt and without limiting the generality of the foregoing, the obligations of Supplier under the PMPA, continues in full force and effect despite the Amalgamation (Supplier), and it is bound by each such Transaction Document to which Supplier and MineCo is a party in the same manner and to the same extent as each of Supplier and MineCo; and
(b) without limiting the generality of the foregoing:
(i) each Security Agreement to which Supplier or MineCo is a party remains in full force and effect, shall continue as obligations of Amalco (Supplier), and continues to secure, inter alia, all indebtedness, liabilities, and obligations of Amalco (Supplier) to Wheaton stated to be secured thereby, including, but not limited to, all indebtedness, liabilities, and obligations in connection with the PMPA and the other Transaction Documents (including, but not limited to, all PMPA Obligations); and
(ii) each Guarantee to which Supplier or MineCo is a party remains in full force and effect and continues to guarantee, inter alia, the payment and performance of all indebtedness, liabilities, and obligations stated to be guaranteed thereby, including, but not limited to, all indebtedness, liabilities, and obligations of the other Supplier PMPA Entities to Wheaton in connection with the PMPA and the other Transaction Documents (including, but not limited to, all Guaranteed Obligations (as defined in each such Guarantee)).
- Without limiting any other provision herein, each of the Confirming PMPA Entities hereby acknowledges, confirms and agrees in favour of Wheaton that:
(a) its obligations under each Transaction Document (including, but not limited to, the documents listed in Schedule A hereto) to which it is a party continues in full force and effect despite the Amalgamations; and
(b) without limiting the generality of the foregoing:
(i) each Security Agreement to which it is a party remains in full force and effect, shall continue as its obligations, and continues to secure, inter alia, all of its indebtedness, liabilities, and obligations to Wheaton stated to be secured thereby, including, but not limited to, all indebtedness, liabilities, and obligations in connection with the PMPA and the other Transaction Documents (including, but not limited to, all PMPA Obligations); and
(ii) each Guarantee to which it is a party remains in full force and effect and continues to guarantee, inter alia, the payment and performance of all indebtedness, liabilities, and obligations stated to be guaranteed thereby, including, but not limited to, all indebtedness, liabilities, and obligations of the other Supplier PMPA Entities to Wheaton in connection with the PMPA and the other Transaction Documents (including, but not limited to, all Guaranteed Obligations (as defined in each such Guarantee)).
-
This Agreement has been entered into by each of the Confirming PMPA Entities in favour of Wheaton as a further assurance, and each Confirming PMPA Entity agrees to execute such further assurances, security agreements and other documentation as may be required by Wheaton to more effectively carry out the intent of this Agreement.
-
This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of Ontario shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
-
This Agreement may be executed in any number of counterparts and by electronic delivery and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic symbol or process attached to this Agreement and adopted by a party with the intent to sign this Agreement, including facsimile or email electronic signatures. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
-
The provisions of this Agreement shall be binding upon each of the Confirming PMPA Entities and their respective successors and permitted assigns and shall enure to the benefit of Wheaton and its successors and permitted assigns.
[Signature page follows]
DATED as of the date first written above.
HEMLO MINING CORP.
Per:
Name:
Title:
1554943 B.C. LTD.
Per:
Name:
Title:
DB OPERATING CORPORATION
Per:
Name:
Title:
WILLIAMS OPERATING CORPORATION
Per:
Name:
Title:
SCHEDULE A
TRANSACTION DOCUMENTS
- PMPA
- Intercreditor Agreement, dated [●], 2025, among The Bank of Nova Scotia, as administrative agent for the Acquisition Facility Lenders, Wheaton, Parent Company, and Supplier
- Each of the following, all of which are dated [●], 2025 unless otherwise indicated:
a. Subordination and Postponement Agreement among Wheaton and the Confirming PMPA Entities
b. Guarantee between Parent Company and Wheaton
c. Guarantee between Holdco and Wheaton
d. Guarantee between MineCo and Wheaton
e. Guarantee between DB and Wheaton
f. Guarantee between WOC and Wheaton
g. General Security Agreement between Parent Company and Wheaton
h. General Security Agreement between Supplier and Wheaton
i. General Security Agreement between Holdco and Wheaton
j. General Security Agreement between MineCo and Wheaton
k. General Security Agreement between DB and Wheaton
l. General Security Agreement between WOC and Wheaton
m. Share Pledge Agreement between Parent Company and The Bank of Nova Scotia, as collateral agent for Wheaton and the Acquisition Facility Lenders (the “Collateral Agent”)
n. Share Pledge Agreement between Holdco and the Collateral Agent
o. Share Pledge Agreement between Supplier and the Collateral Agent
p. Share Pledge Agreement between MineCo and the Collateral Agent
q. Debenture between MineCo and Wheaton
L-1
SCHEDULE L
EXISTING ROYALTIES
Attached.
L-1
RESIDUAL PROPERTY RIGHTS
Hemlo Gold Mine Royalties
| Agreement | Payor / Payee | Type | % |
|---|---|---|---|
| Royalty Agreement between Lola Godfrey Williams and Lac Minerals dated December 20, 1985, as amended and assigned (the “Williams Royalty”) | Payor: BGI | ||
| Payee: Computershare Trust Company of Canada as trustee for The Williams Company (0.5%) and BGI (1.0%) | NSR | 1.50% | |
| Royalty Agreement between Donald McKinnon, Jean-Claude Bonhomme, Rocco A. Schiralli, River Oaks Gold Corporation, Corona Corporation and Teck Corporation dated December 22, 1989, as assigned (the “River Oaks Royalty”) | Payor: BGI | ||
| Payees: 10213 Yukon Limited | |||
| TF R&S Canada Ltd. | |||
| International Royalty Corporation | NSR | 0.75% | |
| Trust Indenture made between Corona Corporation, Teck Corporation, Central Guaranty Trust Company, Murray Pezim, Lawrence Page, Nell Dragovan, David Bell, Alan Lenczner and Ron Slaght dated November 10, 1989, as supplemented, assigned and amended (the “Initial Unitholders Royalty”) | Payor: BGI | ||
| Payees: Computershare Trust Company of Canada as trustee for International Royalty Corporation | |||
| Ron Slaght | |||
| Joan Elizabeth Lenczner | |||
| BGI | |||
| Nell Dragovan | |||
| David Bell | NSR | 1.00% | |
| Memorandum of Agreement between Donald McKinnon, John Paul Larche and Steven Snelgrove dated May 12, 1980, as amended and assigned (the “David Bell Royalty”) | Payor: BGI | ||
| Payees: TF R&S Canada Ltd. | |||
| The Estate of John Paul Larche | NSR | 3.00% | |
| Gross Revenue Royalty Agreement between BGI, DBC and Newmont Canada Corporation dated September 22, 2010 (the “Golden Giant Royalty”) | Payor: BGI | ||
| Payee: Newmont Canada Corp. | GRR | 3.00%–3.50% | |
| (Variable) | |||
| Net Profits Interest Royalty Agreement between WOC and Newmont Mining Corporation of Canada Limited dated November 1, 2006, as amended (the “Interlake NPI Royalty”) | Payor: WOC | ||
| Payee: Franco-Nevada Corporation | NPI | 50.00% | |
| Net Smelter Returns Royalty Agreement between Newmont Mining Corporation of Canada Limited and WOC dated November 1, 2006 (“Interlake NSR Royalty”) | Payor: WOC | ||
| Payee: Franco-Nevada Corporation | NSR | 3.00% | |
| NSR Royalty Agreement between North American Exploration Ltd. and BGI dated May 11, 2012 (the “NAE Claims Royalty”) | Payor: BGI | ||
| Payee: North American Exploration Ltd. | NSR | 3.00% | |
| NSR Royalty Agreement between Metalcorp Limited and BGI dated June 26, 2012 (the “Metalcorp Royalty”) | Payor: BGI | ||
| Payee: MetalCorp Limited | NSR | 2.00% |
L-2
Rocky Shore Claims Royalties
| Agreement | Payor / Payee | Type | % |
|---|---|---|---|
| Net Smelter Returns Royalty Agreement between Canadian Orebodies Inc. and Brian Fowler dated May 24, 2016, as assigned (the "Lunny Lake Royalty") | Payor: The Company | ||
| Payee: Brian Fowler | NSR | 1.00% | |
| Net Smelter Returns Royalty Agreement between Canadian Orebodies Inc., Brian Fowler and Christian Carl dated May 24, 2016, as assigned (the "Black River & Valley Royalty") | Payor: The Company | ||
| Payees: Brian Fowler | |||
| Christian Carl | NSR | 1.00% | |
| Fowler-Shuman Option Agreement between Brian Fowler and Michael Shuman as optionors, and Hemlo Gold Mines Inc., as optionee, made as of April 1, 1994 but dated with retroactive effect to October 8, 1993, as assigned (the "Fowler/Shuman Royalty") | Payor: The Company | ||
| Payees: Brian Fowler | |||
| Michael Shuman | NSR | 3.00% | |
| Royalty Agreement between Newmont Canada Limited, Sparton Resources Inc. and Beaufield Consolidated Resources Inc. dated October 28, 2002, as assigned (the "Franco-Nevada Royalty") | Payor: The Company | ||
| Payee: Franco-Nevada Canada Corporation | NSR | 1.00% | |
| Letter Agreement from Sparton Resources Inc. to Beaufield Consolidated Resources Inc. dated June 24, 2004, as assigned (the "Sparton Resources Royalty") | Payor: The Company | ||
| Payee: Sparton Resources Inc. | NSR | 1.50% | |
| Option Agreement between Entourage Metals Ltd. and Royalty Holders dated February 28, 2011, as amended and as assigned (the "Smoke Lake Royalty") | Payor: The Company | ||
| Payees: James Bond | |||
| Russell Renner | |||
| Duncan Michano | |||
| Jamie Moses | |||
| Brian Gionet | |||
| Mike Dorval | |||
| Ken Fenwick | NSR | 2.50% | |
| Net Smelter Returns Royalty Agreement between Hemlo Explorers Inc. and John Rothel dated November 3, 2021, as assigned ("Wire Lake – Rothel Royalty") | Payor: The Company | ||
| Payee: John Rothel | NSR | 1.00% | |
| Net Smelter Returns Royalty Agreement between Hemlo Explorers Inc. and Andre Joseph Boudreau dated November 3, 2021, as assigned ("Wire Lake – Boudreau Royalty") | Payor: The Company | ||
| Payee: Andre Joseph Boudreau | NSR | 1.00% | |
| Option Agreement between Teck Corporation, Peter Alphonse Moses and Brian Gionet dated December 16, 1999, as assigned ("Goodchild Lake – Moses and Gionet Royalty") | Payor: The Company | ||
| Payees: Peter Alphonse Moses | |||
| Brian Gionet | NSR | 3.00% |
L-3
| Agreement | Payor / Payee | Type | % |
|---|---|---|---|
| Royalty Agreement between Canadian Orebodies Inc. and Teck Resources Limited dated February 16, 2018, as amended and assigned (the “Goodchild Lake – Teck Royalty”) | Payor: The Company | ||
| Payee: Teck Resources Limited | NSR | 0.5% | |
| Net Smelter Returns Royalty Agreement between Canadian Orebodies Inc. and Benton Resources Inc. dated August 16, 2018, as assigned (“Benton Royalty”) | Payor: The Company | ||
| Payee: Benton Resources Inc. | NSR | 1.50% | |
| Net Smelter Returns Royalty Agreement between the Company and Rocky Shore Gold Ltd. dated July 3, 2025 (“Rocky Shore Royalty”) | Payor: The Company | ||
| Payee: Rocky Shore Gold Ltd. | NSR | 0% - 0.5% | |
| (variable) |