EXHIBIT 10.1
UIC LOGO
URANIUM INTERNATIONAL CORP.
December 9, 2008
Geoforum Scandinavia
AB Xxxxxxxxxxxxxx 00
X-00000 Xxxxxxx, Xxxxxx.
C/O Xxxxxxx X. Xxxxxxx
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, X.X. X0X 0X0
Attention: Messrs. Xxxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx-Xxxxxxxxx
Dear Sirs:
RE: (1) Letter of Intent (the "LETTER OF INTENT") Between Uranium
International Corp. (the "OPTIONEE") and Geoforum
Scandinavia AB (the "OPTIONOR") for the Exclusive Option to
Acquire a 100% Undivided Interest in the LAISBACK PROPERTY,
the PUSTABERGET PROPERTY, the LANGTRASK PROPERTY and the
RAVERGERGET PROPERTY (collectively, the "PROPERTIES")
located in Kingdom of Sweden, and more particularly
described in SCHEDULE "A" attached hereto, including all
rights, licenses, and permits appurtenant thereto.
________________________________________________________________________________
This Letter of Intent confirms our agreement whereby the Optionor will grant the
Optionee an irrevocable right to acquire up to a One Hundred 100% undivided
interest in the Optionor's direct and indirect interests in the Licences
Property, on the following material terms and conditions:
1). REPRESENTATIONS AND WARRANTIES
1.1 The Optionor represents and warrants that:
a) It is the sole legal and beneficial owner of a 100% interest in the
exploration and mining Licences (the "Licences") covering the
Properties.
b) It holds the exclusive rights under the Licences to acquire a one
hundred (100%) percent interest in the Properties and to develop such
Properties wholly or
00000 Xxxx Xxxxxxx Xx., Xxx. 000 Xxxx Xxxx,
Xxxxxxxx 00000
individually into a uranium mine on such terms and conditions for such
development as may be legally permissible under the laws of the Kingdom
of Sweden as are applicable from time to time.
c) The Properties are jointly and severally assignable by the Optionor to
the Optionee free and clear of all liens, charges and encumbrances
except those, if any, expressly agreed to in writing by the Optionor
and the Optionee (in combination the "PARTIES" or singularly "PARTY"),
as well as any other exceptions expressly disclosed by the Optionor to
the Optionee in writing and specifically itemized under SCHEDULE "B"
hereto.
d) The Properties are in good standing with respect to the filing of
annual assessment work (if any), fees and taxes.
e) The Properties are properly recorded and located in accordance with
the laws of the Kingdom of Sweden.
1.2 The Parties have the absolute and unfettered right to enter into this
Letter of Intent without first obtaining the consent of any other person or body
corporate, and no other person or body corporate has any agreement, option,
right or privilege capable of becoming an agreement for the acquisition of the
Properties or any interest therein. 1.3 The Parties have completed all necessary
and proper corporate acts and procedures to enter into this Letter of Intent,
and they have the corporate power to carry out its terms and conditions to the
full extent represented herein. 1.4 In this Letter of Intent, all references to
dollar amounts are expressed in lawful currency of the United States of America.
2). OPTION
2.1 The Optionor irrevocably grants to the Optionee the sole and exclusive
right and option (the "OPTION") to acquire all right, title and interest in the
Properties, in accordance to the terms and conditions of this Letter of Intent.
2.2 The Optionor grants the Optionee the right to acquire a one hundred
(100%) per cent undivided interest in the Properties free and clear of all
liens, charges, encumbrances and third party claims (where "THIRD PARTY"
includes any person or entity which is not a Party hereto or its agent,
successor, representative, assign or affiliate). The grant of Option includes
the Optionor's direct and indirect interests in the Licences to explore for
uranium and related derivatives (hereinafter generally described as "URANIUM")
on the Properties.
2.3 In consideration of this grant of the exclusive Option to acquire
the Properties hereunder, the Optionee agrees to pay to the Optionor and to
incur Work Expenditures in the amounts set out below as the Option price (the
"OPTION PRICE") on the terms, conditions, provisos and for the amounts set out
at section 3 of this Letter of Intent.
2.4 The Optionee will have a period of up to ninety (90) days from the date
that this Letter of Intent is accepted by the Optionor (the "DUE DILIGENCE
PERIOD") within which to complete a due diligence review and investigation of
the Optionor's right, title and interest in the Properties, and investigate any
other legal, environmental, and tax issues affecting the Properties; including
the Optionor's Licence to mine Uranium from the Properties (the "DUE DILIGENCE
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REVIEW"). The Optionee's performance of the terms and conditions of this Letter
of Intent is subject to the condition precedent that the Optionee completes its
Due Diligence Review to its sole satisfaction acting reasonably, within the Due
Diligence Period. During the Due Diligence Period, and forthwith upon its
execution of this Letter of Intent, the Optionor will provide the Optionee with
all its records, reports, data and information pertaining to the Properties, not
already provided to the Optionee.
3). EXERCISE OF OPTION
3.1 The Optionee will pay, transfer and deliver the following consideration
to the Optionor as the Option Price:
a) Twenty-Five Thousand (USD$25,000) Dollars upon the Parties entering
into and fully executing a formal purchase and sale agreement (the
"OPTION AGREEMENT") on or before the earlier of expiration of the Due
Diligence Period or February 28, 2009, which will be the effective date
of execution of the Option Agreement (the "EFFECTIVE DATE").
b) Twenty-Five Thousand (USD$25,000) Dollars upon the expiration of the
six months from the Effective Date.
c) Twenty-Five Thousand (USD$25,000) Dollars upon the first twelve month
anniversary of the Effective Date (the "ANNIVERSARY DATE") and upon
each and every Anniversary Date thereafter until either the Option is
exercised and the Optionee acquires a 100% undivided interest in the
Properties or the Option Agreement is Terminated, as the case may be.
d) Issuance of fifty thousand (50,000) Common Shares of Uranium
International Corp. (herein called "UIC Shares") upon the First
Anniversary Date.
e) Issuance of fifty thousand (50,000) UIC Shares upon the Second
Anniversary Date.
3.2 The Optionee will also pay and incur exploration and development
expenditures of any nature or kind on the Properties which are reasonably
consistent with commonly accepted industry standards for international uranium
mining projects, including Property holding costs (collectively called the "WORK
EXPENDITURES") as follows:
a) After the Effective Date and prior to the First Anniversary Date the
Optionee will incur Three Hundred Thousand (USD$300,000) Dollars in
Work Expenditures;
b) Between the First and the Second Anniversary Dates the Optionee will
incur Four Hundred Thousand (USD$400,000) Dollars in Work Expenditures;
c) Between the Third and the Seventh Anniversary Dates the Optionee will
incur Three Million (USD$3,000,000) Dollars in Work Expenditures;
d) The Optionee will have the right to extend the period for incurring the
Three Million (USD$3,000,000) Dollars in Work Expenditures under 3.2(c)
above by up to an additional two (2) years by paying a One Hundred
Thousand (USD$100,000) Dollar delay payment (the "DELAY PAYMENT") to
the Optionor within sixty (60) days of the end of the Seventh
Anniversary Date.
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e) In the event any option payment or the minimum work requirements for
any time period are not met, the Option will terminate, subject to the
notice provisions of section 7.1 below, and subject to the following
provisions:
(i) If the Work Expenditures incurred pursuant to paragraphs
3.2(a) - (c) are less than the stipulated aggregate minimums
for the respective time period specified therein, then the
Optionee may, at its sole discretion, continue to exercise the
Option and acquire its additional interests under paragraphs
3.1(a), (b) or (c), respectively, by paying the amount of the
deficiency to the Optionor within sixty (60) days following
the applicable Anniversary Date;
(ii) If the Work Expenditures incurred pursuant to paragraph 3.2(c)
are less than the stipulated aggregate minimum after the end
of the five (5) year time period specified therein, then the
Optionee may elect within sixty (60) days following the date
which is five (5) years from the Effective Date, to extend the
period to exercise the Option by up to an additional two (2)
years by paying $100,000 Delay Payment to the Optionor for
each year that it elects to extend the Option under paragraph
3.2.(d). The Optionee will have the additional two years
during which to either incur the required Work Expenditures or
pay the amount of the deficiency to the Optionor within sixty
(60) days following the applicable Anniversary Date, in order
to exercise the Option.
3.3 In the event that during any of the time periods specified in Sub-
section 3.2, the Optionee incurs Work Expenditures that exceed the minimum Work
Expenditures required to be expended during a particular time period, the excess
amount will be credited towards the requirements of the next succeeding time
period, and such Work Expenditures may be accelerated at the Optionee's sole
discretion.
3.4 Upon the Optionee paying and delivering to the Optionor the
consideration constituting the Option Price including the UIC Shares provided
for under Sub-section 3.1 and upon the Optionee incurring the Work Expenditures
pursuant to Sub-section 3.2 herein; the Optionee will have acquired an undivided
100% interest in the Properties.
3.5 Where the Optionee acquires all right, title and interest in the
Licences and in the Properties as provided herein, the Optionor will retain a
three (3%) percent net smelter royalty ("NSR") as commonly understood in the
industry. Provided however, if the Optionor is entitled to any form of NSR from
another source, this NSR hereunder will be reduced to preserve the Optionor's
right to a gross level of no greater than a three (3%) percent.
3.6 There will be an area of interest (the "AREA OF INTEREST") of 1,500
metres extending outward in all directions from the outermost boundaries of the
Properties. At any time during the currency of this Letter of Intent or the
Option Agreement, any properties, claims, licences, or interests therein are
acquired, either directly or indirectly, by any of the Parties, within the Area
of Interest, will form part of the Properties and be subject to the provisions
of this Letter of Intent.
4. TRANSFER OF PROPERTY
4.1 Upon completion of the Optionee's Due Diligence Review under section
2.3, the Optionee will notify the Optionor whether or not its Due Diligence
Review is satisfactory to the Optionee, and upon notification of completion of a
satisfactory Due Diligence Review the Optionor will forthwith deliver to the
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Optionee's nominee to hold in trust for the Parties in accordance with the terms
of this Letter of Intent:
(a) A registrable transfer or transfers of the Licences and Exploitation
Concessions comprising the Properties, or such other instrument as may
be required pursuant to the laws of the Kingdom of Sweden to effect
such transfer, transferring to the Optionee a 100% undivided interest
therein, and the Optionee will be entitled to immediately register the
transfer or transfers against the title to those Licences, Concessions
and Properties for the purposes of engaging in Uranium exploration and
mining activities; and
(b) The transfer and assignment of any option, right of refusal or other
claim to the Properties held by the Optionor or through the Optionor by
any Third Party, all of which are disclosed in Schedule "B" hereto, to
the Optionee's Nominee on the same terms and in good standing, and the
Optionee and its nominee will assume all rights and obligations of the
Optionor under any such option, right of refusal or other claim to the
Licences or Properties, from and after the Effective Date.
5. ABANDONMENT OR TERMINATION OF OPTION
5.1 In the event that the Optionee decides to abandon the Property, or any
portion thereof, the Optionee will provide thirty (30) days prior written notice
to the Optionor of such abandonment.
5.2 In the event that this Letter of Intent or the Option Agreement is
terminated or the Licences and Properties are jointly or singularly abandoned as
set out above, the Optionee will re-convey to the Optionor or its nominee a 100%
interest in and to those Licences and Properties which are abandoned and the
Optionee will deliver to the Optionor or its nominee a registrable transfer or
transfers of the abandoned Properties, or re-assignment of the Licences, to
effect such re-conveyance to the extent required for such termination or
abandonment.
6. RIGHT OF ENTRY
6.1 During the term of this Letter of Intent and the Option Agreement,
the Optionee will have the right to enter upon the Properties, enjoy quiet
possession thereof, explore for minerals thereon and in particular Uranium,
bring and erect upon the Properties such mining facilities as it may consider
advisable and remove material for the purposes of bulk testing or pilot plant
operations.
6.2 The Optionee grants to the Optionor or its duly authorized
representatives in writing, access to the Properties provided that such access
is not disruptive to the exploration or mining activities of the Optionee.
7. DEFAULT
7.1 In the event that the Optionee is in default of any of its obligations
hereunder, the Optionee will not lose any rights under this Letter of Intent or
the Option Agreement until the Optionor has given to the Optionee written notice
of such default (herein call "NOTICE OF DEFAULT') and the Optionee does not take
any reasonable steps to cure such default within sixty (60) days from the
Optionee's receipt of such notice.
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8. EXCLUSIVE AND BINDING LETTER OF INTENT
8.1 This Letter of Intent constitutes a binding agreement between the
Parties whereby the Optionor hereby grants to the Optionee sole and exclusive
right to Purchase and acquire the Licences and Properties upon the term and
conditions provided for herein.
8.2 This Letter of Intent expressly grants the Optionee the exclusive right
to undertake the Due Diligence Review during the Due Diligence Period.
9. FURTHER ASSURANCES
9.1 The Parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect the provisions and intent of this
Letter of Intent, and without limiting the generality of the foregoing, the
Parties agree to execute the Option Agreement in accordance with the provisions
hereof on or before the earlier of expiration of the Due Diligence Period or
February 28, 2008.
10. ARBITRATION AND LITIGATION
10.1 Any dispute between the Parties concerning any matter or thing arising
from this Letter of Intent, the Option Agreement or the Exploration Consulting
Services Agreement, may be referred to a mutually agreeable professional (the
"ARBITRATOR"). In the event that the Parties cannot mutually agree on the
appointment of an Arbitrator within fifteen (15) days of written notice of a
disagreement or dispute under this Letter of Intent, the single Arbitrator will
be appointed by the British Columbia International Commercial Arbitration Centre
("BCICAC") of Vancouver, B.C., as the appointing authority. The appointment of
any additional Arbitrators will be with the mutual consent and agreement of the
Parties and in the absence of such a sole Arbitrator will hear the Arbitration.
10.2 For any disagreement or dispute referred to arbitration, resolution
will be determined by arbitration pursuant to the Rules of Procedure established
by the BCICAC, and it will be conducted in Vancouver, B.C., or as otherwise may
be agreed as convenient for the Parties. The cost of such arbitration shall
initially be born equally by the Optionee and the Optionor. Any arbitration will
determine, with finality, any disagreement or dispute and the Arbitrator's
decision will be binding and final on the Parties from which there will be no
appeal. In the event that one Party alleges a default or breach which the other
denies, or a failure to satisfactorily cure a default, then the Arbitrator may
make an order to relieve against forfeiture or set out the required terms to
cure the default. An Arbitrator will also decide matters including the cost of
the arbitration, and the Arbitrator is hereby authorized and instructed to award
up to one hundred percent (100%) costs on a solicitor own client or special
costs basis, as warranted, to the successful party in connection with any
arbitration. In the event a Party fails or is otherwise unable to pay its share
of any costs under this provision, the other Party is hereby authorized but not
obligated to make that payment and deduct the same from any money claimed owed
by the unsuccessful Party to the arbitration.
10.3 Notwithstanding the Parties may arbitrate any dispute, matter or issue
pertaining to this Letter of Intent, the Option Agreement or the Exploration
Consulting Services Agreement, nothing herein requires the parties to limit
their alternative dispute resolution efforts to only Arbitration. However, the
parties agree that any Arbitration proceeding will be commenced in British
Columbia as provided in this Section 10.
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10.4 Nothing herein precludes, prevents or limits any dispute, matter or
issue pertaining to this Letter of Intent, the Option Agreement or the
Exploration Consulting Services Agreement, from being litigated before a court
of competent jurisdiction to hear such matters in the jurisdiction of the State
of Nevada which is also the law of the contract between the Parties, unless the
Parties mutually agree in writing to attorn to a different jurisdiction for the
commencement of legal proceedings.
11. FORCE MAJEURE
11.1 No Party will be liable for its failure to perform any of its
obligations under this Letter of Intent, the Option Agreement or the Exploration
Consulting Services Agreement, due to a cause beyond its reasonable control
(except those caused by its own lack of funds) including, but not limited to,
acts of God, fire, storm, flood, explosion, strikes, lockouts or other
industrial disturbances; acts of public enemy, war, riots, civil strife,
insurrection, rebellion or disobedience on behalf of any third party or group;
other actions by citizen groups, including but not limited to environmental
organizations or native rights groups; inability to obtain on reasonably
acceptable terms any public or private license, permit or other authorization;
curtailment or suspension of activities to remedy or avoid an actual or alleged,
present or prospective violation of environmental protection laws; other laws,
rules and regulations or orders of any duly constituted governmental authority,
or nonavailability of materials or transportation (each an "INTERVENING EVENT").
11.2 All time limits imposed by thereunder will be extended by a period
equivalent to the period of delay resulting from an Intervening Event.
11.3 A Party relying on the provisions of section 11.1, insofar as possible,
will promptly give written notice to the other Party of the particulars of the
Intervening Event, will give written notice to the other Party as soon as the
Intervening Event ceases to exist, will take all reasonable steps to eliminate
any Intervening Event and will perform its obligations hereunder as far as
practicable, but nothing herein will require such party to settle or adjust any
labour dispute or to question or to test the validity of any law, rule,
regulation or order of any duly constituted governmental authority or to
complete its obligations under this Letter of Intent, if an Intervening Event
renders completion impossible.
12. STANDSTILL
12.1 The Optionor covenants and agrees that during the Due Diligence Period,
they will not engage in negotiations on or actively solicit or accept offers for
the Licences and the Properties, either directly or indirectly, from any other
entity or person. During the aforementioned period, the Optionor also covenants
and agrees not to provide information to, negotiate with, or in any way
facilitate inquiries or offers from Third Parties who might have an interest in
acquiring the Licences, Properties, business or the shares of the Optionor by
any method including, without limitation, by merger, consolidation, through
acquiring capital stock, treasury shares, issued shares or acquiring their
assets.
13. GENERAL
13.1 This Letter of Intent, and the Option Agreement, will be governed
and construed in accordance with the laws of the State of Nevada, unless it is
mutually agreed by the Parties in writing that the Law and jurisdictional venue
of some other jurisdiction will adopted and agreed upon as the applicable
substantive or procedural laws for a specific matter or proceeding rather than
the Laws of Nevada.
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13.2 This Letter of Intent is intended to create binding legal relations
among the Parties and will enure to the benefit of and be binding upon the
Parties hereto and their respective representatives, administrators, successors
and assigns, as the case may be, until replaced by the Option Agreement. Until
the execution and delivery of the Option Agreement, this Letter of Intent will
remain binding and in effect (unless terminated pursuant to the provisions
thereof).
13.3 In the event that any provision of this Letter of Intent is held
unenforceable or invalid by a court of law, this Letter of Intent will be read
as if such unenforceable or invalid provision were removed.
13.4 The rights and obligations of the Parties created by this Letter of
Intent are not assignable by any Party without the prior written consent of the
other Party, not to be unreasonably withheld, except for any transfer or
assignment to a wholly owned subsidiary of a Party or pursuant to an
amalgamation, merger, or corporate reorganization or arrangement of the Party.
13.5 The Parties agree that where any notice is required or permitted to be
given or delivered it may be effectively given or delivered if it is delivered
personally, by electronic mail ("EMAIL") or by mailing the same by prepaid
registered or certified mail or by facsimile ("FAX") at the postal or email
addresses or facsimile numbers set out above or to such other addresses or
facsimile numbers as the Party entitled to or receiving such notice may notify
the other Parties as provided for herein. Delivery will be deemed to have been
received:
(a) The same day if given by personal service or if transmitted
electronically by email or Fax;
(b) The tenth business day next following the day of posting if sent by
regular post, except in the event of disruption of the postal service
in which event notice will be deemed to be received only when actually
received.
13.6 This Letter of Intent may be executed in two or more counterparts, each
of which will be deemed an original and all of which together will constitute
one complete Letter of Intent duly executed by the Parties. Where counterparts
are delivered in original or faxed form or by scanned e-mail, the Parties adopt
any signature received by a receiving fax machine or e-mail as the original
signatures of the Parties.
13.7 No modification or amendment to this Letter of Intent may be made
unless agreed to by the Parties in writing.
13.8 This Letter of Intent requires the Optionee to provide certain
personal, corporate or otherwise confidential information (the "OPTIONOR'S
PERSONAL INFORMATION") concerning the Optionor to securities regulatory
authorities. Such information is being collected by the regulatory authorities
for the purposes of completing this transaction, which includes, without
limitation, determining the Optionor's eligibility with respect to the issuance
of the common shares in the capital stock of the Optionee and completing filings
required by any stock exchange or other securities regulatory authority. The
Vendor's personal information may be disclosed by the Optionee to: (a) stock
exchanges or securities regulatory authorities, (b) the Optionee's registrar and
transfer agent, and (c) any of the other parties 13.6 involved in this
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transaction to whom the Optionee have a duty of disclosure. By executing this
Letter of Intent, the Optionor is deemed to be consenting to the foregoing
collection, use and disclosure of the Optionor's Personal Information. The
Vendors also consent to the filing of copies or originals of any of the
Optionor's documents described in this Letter of Intent as may be required to be
filed with any stock exchange or securities regulatory authority in connection
with the transactions contemplated hereby.
13.9 Time shall be of the essence in the performance of this Letter of
Intent.
If the foregoing terms and conditions, and the attached schedules which form a
part of this Letter of Intent, accurately set out your understanding of our
mutual and reciprocal assurances, representations and agreements, please
indicate your acknowledgement and acceptance of the same by signing this letter
where indicated below and returning to us the enclosed copy duly signed by you
on or before 4:30 p.m. on December 9, 2008.
Yours truly,
c/s
/s/ XXXXX XXXXXXXX
______________________________
URANIUM INTERNATIONAL CORP.
Per: Xxxxx Xxxxxxxx, President
Terms and conditions approved this _9_ day of December 2008.
GEOFORUM SCANDINAVIA AB
c/s
______________________________________ and/or _______________________________
Per: Xxxxxxx Xxxxxxx-Xxxxxxxxx, CEO Per: Xxxxxxx X. Xxxxxxx, Agent
Authorized Signatory
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involved in this transaction to whom the Optionee have a duty of disclosure. By
executing this Letter of Intent, the Optionor is deemed to be consenting to the
foregoing collection, use and disclosure of the Optionor's Personal Information.
The Vendors also consent to the filing of copies or originals of any of the
Optionor's documents described in this Letter of Intent as may be required to be
filed with any stock exchange or securities regulatory authority in connection
with the transactions contemplated hereby.
13.9 Time shall be of the essence in the performance of this Letter of
Intent.
If the foregoing terms and conditions, and the attached schedules which form a
part of this Letter of Intent, accurately set out your understanding of our
mutual and reciprocal assurances, representations and agreements, please
indicate your acknowledgement and acceptance of the same by signing this letter
where indicated below and returning to us the enclosed copy duly signed by you
on or before 4:30 p.m. on December 9, 2008.
Yours truly,
c/s
______________________________
URANIUM INTERNATIONAL CORP.
Per: Xxxxx Xxxxxxxx, President
Terms and conditions approved this __ day of December 2008.
GEOFORUM SCANDINAVIA AB
c/s
/s/ XXXXXXX X. XXXXXXX
____________________________________ and/or ____________________________________
Per: Xxxxxxx Xxxxxxx-Xxxxxxxxx, CEO Per: Xxxxxxx X. Xxxxxxx, Agent
December 09/08
Authorized Signatory
This is Schedule "A" to the Letter of Intent dated December
09, 2008 made between Uranium International Corp., and
Geoforum Scandinavia AB
DESCRIPTION OF LICENCES AND PROPERTIES SUBJECT TO SALE
A. LICENCES
1.
2.
3.
4.
B. PROPERTIES
1. Laisback 2 in the commune of Storuman, permit n:o 8 year 2007
2. Sil in the Stromsunds commune, permit n:o 196 year 2005 renewed until
20 September 2011
3. Langtrask in the commune of Arvidsjaur, permit n:o 177 year 2005
renewed until 12 September 2011
4. Ravaberget in the commune of Arvidsjaur, permit n:o 178 year 2005
renewed until 12 September 2011
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This is Schedule "A" to the Letter of Intent dated December 09
2008 made between Uranium International Corp., and Geoforum
Scandinavia AB
[initialed]
DESCRIPTION OF LICENCES AND PROPERTIES SUBJECT TO SALE
A. LICENCES
1.
2.
3.
4.
B. PROPERTIES
1. Laisback 2 in the commune of Storuman, permit n:o 8 year 2007
2. Sil in the Stromsunds commune, permit n:o 196 year 2005 renewed until
20 September 2011
3. Langtrask in the commune of Arvidsjaur, permit n:o 177 year 2005
renewed until 12 September 2011
4. Ravaberget in the commune of Arvidsjaur, permit n:o 178 year 2005
renewed until 12 September 2011
This is Schedule "B" to the Letter of Intent dated December
09, 2008 made between Uranium International Corp., and
Geoforum Scandinavia AB
DISCLOSURE OF ALL LIENS, CHARGES AND ENCUMBRANCES (INCLUDING OPTIONS, RIGHTS OF
FIRST REFUSAL OR CLAIMS AGAINST THE PROPERTIES
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