Website Terms of Use

Last Modified: April, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between You and CanWhite Sands Corp. (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use“), govern your access to and use of www.canwhitesands.com, including any content, functionality, and services offered on or through www.canwhitesands.com (the “Website“)[, whether as a guest or a registered user].

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at [PRIVACY POLICY URL], incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

[This Website is offered and available to users who reside in Canada or any of its provinces or territories. By using this Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

[If you wish to make any use of material on the Website other than that set out in this section, please address your request to: info@canwhitesands.com.]

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms [COMPANY TRADEMARKS], [the Company logo,] and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, provincial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Canada or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted

We have taken all reasonable care in producing and publishing information ‎contained on this website, and will endeavor to do so regularly. Material on this site may still contain technical or ‎other inaccuracies, omissions, or typographical errors, for which CanWhite Sands assumes no responsibility. ‎CanWhite Sands does not warrant or make any representations regarding the use, validity, accuracy, ‎completeness or reliability of any claims, statements or information on this site. Under no circumstances, including, ‎but not limited to, negligence, shall CanWhite Sands be liable for any direct, indirect, special, incidental, ‎consequential, or other damages, including but not limited to, loss of programs, loss of data, loss of use of ‎computer of other systems, or loss of profits, whether or not advised of the possibility of damage, arising from your ‎use, or inability to use, the material on this site. No securities commission or other regulatory authority in Canada or ‎any other country or jurisdiction has in any way reviewed this information and no representation or warranty is ‎made by CanWhite Sands to that effect. The information contained on this website should not be construed as a ‎prospectus, a formal support to any capital raising activity or as an invitation to invest or otherwise deal in the ‎shares or other securities or instruments of CanWhite Sands. The information is not a substitute for independent ‎professional advice before making any investment decisions.

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Forward-Looking Statements.

This website contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States securities laws (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of the document and CanWhite Sands does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Certain statements contained in this website may constitute forward-looking statements.  These statements relate to future events or the future performance of CanWhite Sands.  All statements, other than statements of historical fact, may be forward-looking statements.  Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions.  These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.  CanWhite Sands believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included on this website should not be unduly relied upon by investors as actual results may vary. . In particular, this website contains forward-looking statements, pertaining to the following:

  • capital expenditure programs;
  • development of deposits, resources and reserves;
  • treatment under regulatory regimes;
  • expectations regarding CanWhite Sands’ ability to raise capital;
  • work plans to be conducted by CanWhite Sands, and
  •  the potential production of silica from CanWhite Sands’ mineral projects;

With respect to forward-looking statements listed above and contained in this website, CanWhite Sands has made assumptions regarding, among other things:

  • the legislative and regulatory environment;
  • the impact of increasing competition;
  • current technological trends;
  • unpredictable changes to the market prices for gold and other metals;
  • anticipated results of exploration and development activities; and
  •  that costs related to development of the gold properties and the development of gold production projects will remain consistent with historical experiences; and
  • CanWhite Sands’ ability to obtain additional financing on satisfactory terms.

CanWhite Sands’ actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below:

  • uncertainties regarding the regulatory regime and the application approval process;
  • volatility in the market prices for silica;
  • uncertainties associated with estimating and developing resources;
  • geological, technical, construction and processing problems;
  • liabilities and risks, including environmental liabilities and risks, inherent in developing gold and copper projects;
  • fluctuations in currency and interest rates;
  • competition for, among other things, capital, acquisitions of mineral projects, undeveloped lands and skilled personnel; and
  • unpredictable weather conditions.

CanWhite Sands’ plans and results could differ materially from those anticipated in these forward-looking statements as a result of these risk factors set forth above. CanWhite Sands will not necessarily update this information unless it is required to by securities laws and the forward-looking statements contained in this website are expressly qualified in their entirety by this cautionary statement. This website also discloses mineral resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Cautionary Note to U.S. Persons regarding Mineral Reserve and Mineral Resource Estimates

Unless otherwise indicated, all mineral reserve and mineral resource estimates included on this website have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum definitions and classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC, and mineral reserve and mineral resource information contained or incorporated by reference on this website may not be comparable to similar information disclosed by United States companies. The United States Securities and Exchange Commission (“SEC”) permits mining companies, in their filing with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this web site, applicable to Canadian NI 43-101 policy, such as “measured,” “indicated,” and “inferred resources,” that the SEC guidelines prohibit.

Technical Report, Resource and Reserve Estimates and Qualified Persons

Technical and scientific information relating to the BRU Property included on this website is derived from, and in some instances is an extraction from, the “Preliminary Economic Assessment BRU Property, Manitoba, Canada” dated , 2020 with an effective date of February 27, 2020 (the “PEA” or “BRU Report”). The authors of this report are Keith Wilson, P. Eng., Greg Gillian, QP, Ivan Minev, P. Geol., and William Turner, P. Geol. Please refer to the PEO, a copy of which is available on the Company’s website, for additional information regarding the BRU Property. Readers are encouraged to read the PEA in its entirety, including all qualifications, assumptions and exclusions that relate to the scientific and technical information set out in this website

Keith Wilson, P. Eng. Is a member in-good-standing of the Association of Professional Engineers and Geoscientists of Alberta and a member in-good-standing of the Association of Professional Engineers and Geoscientists of Saskatchewan.  Mr. Wilson is an independent qualified person under NI 43-101 and was responsible for the preparation of portions of Sections 1, Sections 2, 3, 15, 16, 19, 20, portions of Section 21, Section 22 and portions of Section 25, 26 and 27 of the BRU Report.

Greg Gillian is a member in good standing of the Society for Mining and Metallurgy and Exploration and recognized as a Qualified Professional Member by the Mining and Metallurgical Society of America. Mr. Gillian is an independent qualified person under NI 43-101 and was responsible for the preparation of portions of Sections 1, Sections 17 and 18, portions of Sections 21, 25, 26 and 27 of the BRU Report.

Ivan Minev, P. Geol. is a member of Professional Engineers and Geoscientists of Alberta. Mr. Minev is an independent qualified person under NI 43-101 and was responsible for the preparation of portions of Sections 1, Section 14 and portions of Section 27 of the BRU Report.

William Turner, P. Geol. is a member in-good-standing of the Association of Professional Engineers and Geoscientists of Alberta, a member in-good-standing of the Association of Professional Engineers and Geoscientists of Saskatchewan, and a member in-good-standing of the Northwest Territories and Nunavut Association of Professional Engineers and Geoscientists. Mr. Turner is an independent qualified person under NI 43-101 and was responsible for the preparation of portions of Section 1, Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 23, 24 and portions of Section 25, 26 and 27 of the BRU Report.

, P.Geo., of , a Qualified Person under NI 43-101, is responsible for scientific and technical information regarding the BRU Property and the DEN Property not contained in the BRU Report but included on this website.

, P.Geo., of , a Qualified Person under NI 43-101, is the Company’s nominated qualified person responsible for monitoring the supervision and quality control of the programs completed on the Company’s properties.

has approved and verified the scientific and technical information in this website, including the resource estimates for the Company’s BRU Property, based on his experience with the BRU Property.

[ntd: with a technical report on DEN property be included in the website?]

Resources

Readers are advised that mineral resources that are not mineral reserves do not have demonstrated economic viability.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy [LINK TO PRIVACY POLICY]. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in Alberta, Canada. We provide this Website for use only by persons located in the Canada. We make no claims that the Website or any of its content is accessible or appropriate outside of Canada. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the Canada, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Province of Alberta without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the the courts of the Province of Alberta, in each case located in the City of Calgary, Alberta, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and CanWhite Sands regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by CanWhite Sands, Unit 2650, 645 – 7th  Avenue SW, Calgary, Alberta T2P 4G8.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@canwhitesands.com.