When Recorded, Return to:
EXHIBIT
4.26
When
Recorded, Return to:
Xxxxxxxxx
X. Xxxxxx
Xxxxx
Xxxxxx & Xxxxxx LLP
0000
00xx
Xx Xxxxx 000
Xxxxxx,
XX 00000
THIS
ASSIGNMENT (the “Assignment”) is made and
entered into effective as of April 11, 2008, by and between 448018
Exploration, Inc., a Nevada corporation (“Assignor”) and The Bootheel
Project, LLC, a Colorado limited liability company (“Assignee”).
A. WHEREAS,
Assignor, as lessee, entered into that certain Uranium Lease and Surface and
Damage Agreement with X X Ranches, Inc., a Wyoming Corporation (“MJ”), as lessor, dated
effective as of February 5, 2008 (the “Lease”), whereby MJ (i) leased
exclusively unto Assignor all uranium, molybdenum, vanadium, and other
fissionable source materials on or under that certain mineral estate owned by
the MJ and located in Albany County, Wyoming (the “Mineral Estate”) as described
on the Exhibit
A attached hereto and incorporated herein by reference (the “Leased Minerals”) and (ii)
granted unto Assignor certain rights to use the surface of certain lands owned
by MJ located in Albany County, Wyoming (the “Fee Lands”) as described on
the Exhibit B
attached hereto and incorporated herein by reference;
B. WHEREAS,
record notice of the Lease is provided by a Memorandum of Agreement effective
February 5, 2008 recorded in the records of the clerk of Albany County, Wyoming
on July 28, 2008 (#2008-4639);
C. WHEREAS,
paragraph 27 of the Lease permits assignment of the Lease; and
D. WHEREAS,
Assignor wishes to assign and Assignee wishes to accept all of Assignor’s rights
and obligations under the Lease.
NOW
THEREFORE, for and in consideration of the mutual promises and terms and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to the following:
|
1.
|
Transfer and
Assignment. Assignor hereby transfers, conveys, assigns,
sets over and delivers to Assignee, and Assignee hereby accepts the
transfer, conveyance, assignment, set over and delivery of all of
Assignor’s right, title and interest in and to the Lease and agrees to
assume, keep, perform and fulfill all the terms, covenants, obligations
and conditions of Assignor under the Lease. The parties
acknowledge and agree that the assignment of the Lease made herein is made
subject to all exceptions, limitations and reservations of record and
pertaining to the Leased Minerals, and that the Leased Minerals are
burdened by the obligation to pay a production royalty to MJ under the
Lease.
|
#855209.1
-1-
|
2.
|
Assumption. Assignee
hereby assumes and agrees to be bound by all of the terms and conditions
of the Lease and shall undertake all of Assignor’s liabilities and
obligations of any kind related to the Lease and the Leased Minerals from
and after the date of this
Assignment.
|
|
3.
|
Notice to Third
Parties. Assignor shall promptly give notice to any
necessary third party of the assignment and transfer of the
Lease. The parties hereto agree to cooperate with one another
and execute such further documents and instruments, if any, and take such
other actions as may be necessary to give effect to this
Assignment.
|
|
4.
|
No Third Party
Beneficiaries. Nothing in this Assignment shall confer
any rights upon any person or entity other than the parties hereto and
each such party’s respective successors and
assigns.
|
|
5.
|
Successors and
Assigns. The terms of this Assignment shall be binding
upon, and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
|
|
6.
|
Amendments and
Waivers. No amendment, modification or discharge of this
Assignment and no waiver hereunder shall be valid or binding unless it is
set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, waiver or discharge is
sought. Any such waiver shall constitute a waiver only with
respect to the specific matter described in such writing and shall in no
way impair the rights of the party granting such waiver in any other
respect at any other time.
|
|
7.
|
Governing
Law. This Assignment shall be governed by and construed
in accordance with the laws of the State of Wyoming, other than its rules
as to conflicts of law.
|
|
8.
|
Headings. The
headings contained in this Assignment are for purposes of convenience only
and shall not affect the meaning or interpretation of this
Assignment.
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
-2-
IN
WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed by their authorized representatives as of the date first written
above.
|
448018
EXPLORATION, INC., a Nevada corporation
|
THE
BOOTHEEL PROJECT, LLC, a Colorado limited liability company
|
||
|
“X.
Xxxxxxx Xxxxxx
|
|
“X.
Xxxxxxx Wallis”
|
|
|
By: X.
Xxxxxxx Xxxxxx, President
|
By: 448018
Exploration, Inc., Manager
|
||
|
By: X.
Xxxxxxx Wallis, President
|
-0-
|
XXXXX XX
XXXXXXX XXXXXXXX
XXXXXX
XX XXXXXX
|
)
)
ss.
)
|
The
foregoing instrument was acknowledged before me on this 12th day of August,
2008, by X. Xxxxxxx Xxxxxx as President of 448018 Exploration, Inc., a Nevada
corporation.
Witness
my hand and official seal.
|
|
“Xxxx
Xxxxx”
|
|
Notary
Public
|
|
|
My
Commission expires:
|
|
|
does
not expire
|
[SEAL]
|
XXXXX XX
XXXXXXX XXXXXXXX
XXXXXX
XX XXXXXX
|
)
)
ss.
)
|
The
foregoing instrument was acknowledged before me on this 12th day of August,
2008, by X. Xxxxxxx Xxxxxx as President of 448018 Exploration, Inc., a Nevada
corporation, Manager of The Bootheel Project, LLC, a Colorado limited liability
company.
Witness
my hand and official seal.
|
|
“Xxxx
Xxxxx”
|
|
Notary
Public
|
|
|
My
Commission expires:
|
|
|
does
not expire
|
[SEAL]
-4-
EXHIBIT A
Mineral
Estate
An
undivided 75% interest in the mineral estate in the following real property
located in the 6th P.M.,
Albany County, Wyoming:
|
Township
24N, Range 74W
|
Section
7: lots 1, 2, 3, 4, X/0 X/0, X/0
|
|
Xxxxxxxx
00X, Xxxxx 74W
|
Section
31: lots 1, 2, 3, 4, X/0 X/0, X/0
|
|
Xxxxxxxx
00X, Xxxxx 75W
|
Section
1: lots 1, 2, 3, 4, S/2
|
|
Section
11: All
|
A-1
EXHIBIT B
Fee
Lands
The surface estate of the following
real property located in the 6th P.M.,
Albany County, Wyoming:
|
Township
24N, Range 74W
|
Section
7: lots 1, 2, 3, 4, X/0 X/0, X/0
|
|
Xxxxxxxx
00X, Xxxxx 74W
|
Section
31: xxxx 0, 0, 0, 0, X/0 X/0, E/2
|
|
Section
32: All
|
|
|
Township
24N, Range 75W
|
Section
1: lots 1, 2, 3, 4, S/2
|
|
Section
11: All
|
B-1
