061218 legal opinion - golden valley sa

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  • 7/31/2019 061218 Legal Opinion - Golden Valley Sa

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    Canaccord Capital Corporation2200-609 Granville Street

    Vancouver, BC V7Y 1H2

    P. MacNeill Law Corporation950-1055 West Georgia StreetP.O. Box 11142

    Vancouver, BC V6E 3P3

    Miller Thomson LLPBarristers and Solicitors1000-840 Howe Street

    Vancouver, B.C. V6Z 2M1

    Dynasty Metals & Mining Inc.Suite 270-666 Burrard Street

    Vancouver, BC V6C 2X8

    Dear Sir/Mesdames:

    We are counsel for Golden Valley Plant S.A. (the Company).

    We have considered such questions of law and examined such statutes and regulations,corporate records, certificates and other documents and have made such other examinations,searches and investigations as we have considered necessary for the purpose of the opinionhereinafter expressed. In such examination, we have assumed the genuineness of allsignatures and the authenticity of all documents submitted to us as originals and the conformity

    to original documents of all documents submitted to us as certified or as photocopies.Based on and subject to the foregoing we are of the opinion that:

    (a) the Company is a corporation incorporated and validly existing under the laws of Ecuador. The Company is, with respect to all required filings with theEcuadorian corporations authorities, in good standing;

    (b)

    (c) the Company has all necessary approvals, consents, licenses and registrations tocarry on its business and to own its property and assets, and in particular, toacquire, hold and deal with the Mining Concessions;

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    (d) the authorized and issued capital of the Company is 1,000 common shares, of which all are validly issued and outstanding as fully paid and non-assessable;

    (e)

    (f) to the best of our knowledge, no person, firm or corporation has any agreementor option, or any right or privilege capable of becoming an agreement for thepurchase, subscription or issuance of any securities of the Company;

    (g) the ownership of the Company set forth in (e) above does not breach orcontravene any of the laws of Ecuador, including those with respect to theownership of Sociedad Anonima (S.A.) companies;

    (h) to the best of our knowledge, after conducting all necessary searches of thepublic records of Golden Valley Plant S.A., the outstanding shares of theCompany are subject to no pledge, lien, charge, encumbrance or adverse claimwhich would impair the legal or beneficial ownership of such shares;

    (i) there are no legal impediments to the payment of dividends to the shareholdersof the Company if, in compliance with Ecuadorian legislation, the Company hasdistributable profits; and

    (j) to the best of our knowledge, there are no actions, suits or proceedings, pendingor threatened before any court, governmental or regulatory agency, privatedispute resolution system or arbitrator in Ecuador against the Company, or towhich the Company is a party.

    Yours truly,

    Pinos & Pinos

    Consorcio de Abogados

    Per: Dr. Ines Pinos

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