EXHIBIT 10.1
OPTION AGREEMENT
THIS AGREEMENT is dated for reference the 29 day of October, 2009.
BETWEEN:
GEOFORUM SCANDINAVIA AB, a body corporate incorporated
pursuant to the laws of the Kingdom of Sweden and having an
office located at ▇▇▇▇▇▇ ▇▇▇▇▇▇ Vag ▇, ▇▇-▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
(the "Optionor")
OF THE FIRST PART
AND
URANIUM INTERNATIONAL CORP., a body corporate incorporated
pursuant to the laws of the State of Nevada and having an
office at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇.▇.▇. ▇▇▇▇▇
(the "Optionee")
OF THE SECOND PART
W H E R E A S:
A. The Optionor is the legal and beneficial owner of an interest
in the Property as more particularly described in Schedule "A" attached to and
made a part of this Agreement;
B. The Optionor wishes to grant and the Optionee wishes to
acquire a One Hundred percent (100%) interest in and to the Property on the
terms and subject to the conditions set out in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the premises and of the mutual promises, covenants, conditions,
representations and warranties herein set out, the parties hereto agree as
follows:
1. INTERPRETATION
1.1 For the purposes of this Agreement, including the recitals and
any schedules hereto, unless there is something in the subject matter or context
inconsistent therewith, the following words and expressions shall have the
following meanings:
(a) "Affiliate" means that one corporation is affiliated with another
corporation if (i) one of them is a subsidiary of the other, (ii) both of
them are subsidiaries of the same corporation, or (iii) each of them is
controlled by the same person;
(b) "After Acquired Properties" mean any and all mineral interests staked,
located, granted or acquired by or on behalf of any party during the
currency of this Agreement which are located, in whole or in part, within
1,500 metres of the perimeter of the Property;
(c) "Agreement" means this Agreement, as amended from time to time;
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(d) "Commercial Production" means the operation of the Property or any portion
thereof as a producing mine and the production of mineral products
therefrom (excluding bulk sampling, pilot plant or test operations);
(e) "Expenditures" means all expenses, obligations, costs and liabilities of
whatever kind or nature spent or incurred directly or indirectly by the
operator up to the implementation of the production program, in connection
with the exploration and development of the Property, including, without
limiting the generality of the foregoing, moneys expended in maintaining
the Property in good standing and in applying for and securing one or more
mining leases in respect of the Property, moneys expended in doing and
filing assessment work, expenses paid for or incurred in connection with
any program of surface or underground prospecting, exploring, geophysical,
geochemical and geological surveying, diamond drilling and trenching,
drifting, raising and other underground work, assaying and metallurgical
testing and engineering, environmental studies, data preparation and
analysis, data processing services, submissions to government agencies with
respect to production permits, in acquiring facilities, in making
contributions to a contingency fund required by the operator in paying the
fees, wages, salaries, travelling expenses, and fringe benefits (whether or
not required by law) of all persons engaged in work with respect to and for
the benefit of the Property, in paying for the food, lodging and other
reasonable needs of such persons and including a charge in lieu of
overhead, management and other unallocatable costs, equal to the amounts
determined (including administration fees payable to the operator).
Expenditures shall be deemed to be incurred upon the earlier of (a) the
date of payment of same; or (b) the date upon which such Expenditures
become due and payable pursuant to the applicable contractual obligation;
(f) "Mining Work" means every kind of work done on or in respect of the
Property or the products therefrom by or under the direction of or on
behalf of or for the benefit of a party and, without limiting the
generality of the foregoing, includes assessment work, geophysical,
geochemical and geological surveying, studies and mapping, investigating,
trenching, drilling, designing, examining, equipping, improving, surveying,
shaft sinking, raising, crosscutting and drifting, searching for, digging,
trucking, sampling, working and procuring minerals, ores, metals and
concentrates, surveying and bringing any mineral claims or other interests
to lease or patent, reporting and all other work usually considered to be
prospecting, exploration, development and mining work;
(g) "Net Smelter Returns Royalty" or "NSR" means a net smelter returns royalty
payable by the Optionee to the Optionor equal to Three percent (3%) of the
proceeds from production, as described in Schedule "B" for all minerals
derived from the Property, however, if the Optionor is entitled to any form
of NSR from another source, the NSR hereunder will be reduced accordingly
so that the Optionor's aggregate net smelter returns royalty is no greater
than Three percent (3%);
(h) "Option" means the option granted by the Optionor to the Optionee under
Section 3.1 of this Agreement;
(i) "Property" means the mineral property interests more particularly described
in Schedule "A" hereto, together with the licences, surface rights, mineral
rights, personal property and permits associated therewith, and shall
include any renewal thereof and any other form of successor or substitute
title thereto, and any After-Acquired Properties; and
(j) "Shares" shall have the meaning set out in paragraph 3.1(b).
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1.2 In this Agreement, all dollar amounts are expressed in lawful
currency of the United States of America, unless specifically provided to the
contrary.
1.3 The titles to the respective Articles, Sections and paragraphs
hereof shall not be deemed to be a part of this Agreement but shall be regarded
as having been used for convenience only.
1.4 Words used herein importing the singular number shall include
the plural, and vice-versa, and words importing the masculine gender shall
include the feminine and neuter genders, and vice-versa, and words importing
persons shall include firms, partnerships and corporations.
2. REPRESENTATIONS AND WARRANTIES
2.1 Each party represents and warrants to the others that:
(a) if a company, it is a company duly incorporated, validly subsisting and in
good standing with respect to filing of annual reports under the laws of
the jurisdiction of its incorporation and is or will be qualified to do
business and to hold an interest in the Property in the jurisdiction in
which the Property is located;
(b) it has full power and authority to carry on its business and to enter into
this Agreement and any agreement or instrument referred to in or
contemplated by this Agreement and to carry out and perform all of its
obligations and duties hereunder;
(c) it has duly obtained all authorizations for the execution, delivery and
performance of this Agreement, and such execution, delivery and performance
and the consummation of the transactions herein contemplated will not
conflict with, or accelerate the performance required by or result in any
breach of any covenants or agreements contained in or constitute a default
under, or result in the creation of any encumbrance, lien or charge under
the provisions of its constating or initiating documents or any indenture,
agreement or other instrument whatsoever to which it is a party or by which
it is bound or to which it may be subject and will not contravene any
applicable laws.
2.2 The Optionor represents and warrants to the Optionee that:
(a) it is the sole legal and beneficial owner of a one hundred percent (100%)
interest in the exploration and mining licences (the "Licences") covering
the Property;
(b) It holds the exclusive rights under the Licences to acquire a one hundred
percent (100%) interest in the Property and to develop such Property wholly
or 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 Property is assignable by the Optionor to the Optionee free and clear
of all liens, charges and encumbrances and is not subject to any right,
claim or interest of any other person;
(d) the Property is in good standing with respect to the filing of annual
assessment work (if any), fees and taxes;
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(e) it has complied with all laws in effect in the jurisdiction in which the
Property is located with respect to the Property, and such Property has
been duly and properly recorded and located in accordance with such laws,
and that the Optionee may enter in, under or upon the Property for all
purposes of this Agreement without making any payment to, and without
accounting to or obtaining the permission of, any other person other than
any payment required to be made under this Agreement;
(f) there is no adverse claim or challenge against or to the ownership of or
title to the Property, or any portion thereof nor is there any basis
therefor and there are no outstanding agreements or options to acquire or
purchase the Property or any portion thereof or interest therein and no
person has any royalty or interest whatsoever in production or profits from
the Property or any portion thereof; and
(g) to the best of its knowledge, conditions on and relating to the Property
and operations conducted thereon are in compliance with all applicable
laws, regulations or orders relating to environmental matters including,
without limitation, waste disposal and storage;
(h) there are no outstanding orders or directions relating to environmental
matters requiring any work, repairs, construction or capital expenditures
with respect to the Property and the conduct of the operations related
thereto, nor has it received any notice of the same, and it is not aware of
any basis on which any such orders or direction could be made; and
(i) it is not aware of any material fact or circumstance which has not been
disclosed to the Optionor which should be disclosed in order to prevent the
representations and warranties in this section from being misleading or
which may be material in the Optionor's decision to enter into this
Agreement and acquire an interest in the Property.
2.3 The representations and warranties hereinbefore set out are
conditions on which the parties have relied in entering into this Agreement, are
to be construed as both conditions and warranties and shall, regardless of any
investigation which may have been made by or on behalf of any party as to the
accuracy of such representations and warranties, survive the closing of the
transaction contemplated hereby and each of the parties will indemnify and save
the other harmless from all loss, damage, costs, actions and suits arising out
of or in connection with any breach of any representation or warranty contained
in this Agreement, and each party shall be entitled, in addition to any other
remedy to which it may be entitled, to set off any such loss, damage or costs
suffered by it as a result of any such breach against any payment required to be
made by it to any other party hereunder.
3. OPTION
3.1 The Optionor hereby irrevocably grants to the Optionee the
sole and exclusive right and option to acquire a One Hundred percent (100%)
interest in and to the Property (the grant of the 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 Property),
free and clear of all liens, charges, encumbrances, claims, royalties, rights or
interest of any other person, such option to be exercisable by the Optionee:
(a) paying to the Optionor by certified cheque or bank draft as follows:
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(i) Twenty-Five Thousand Dollars ($25,000) on the date of execution of
this Agreement; and
(ii) an additional Twenty-Five Thousand Dollars ($25,000) on or before one
year from the date of execution of this Agreement (the "Anniversary
Date"), and upon each and every Anniversary Date thereafter until
either the Option is exercised and the Optionee acquires a one hundred
percent (100%) interest in the Property or this Agreement is
terminated, as the case may be;
(b) issuing to the Optionor a total of One Hundred Thousand (100,000) common
shares of the capital of the Optionee (the "Shares"), subject to such
resale restrictions and legends as may be imposed by the applicable
securities laws, as follows:
(i) 50,000 Shares on or before the first Anniversary Date; and
(ii) an additional 50,000 Shares on or before the second Anniversary Date;
and
(c) by incurring a total of Three Million Seven Hundred Thousand Dollars
($3,700,000) in Expenditures on the Property as follows:
(i) Three Hundred Thousand Dollars ($300,000) in Expenditures prior to the
first Anniversary Date;
(ii) an additional Four Hundred Thousand Dollars ($400,000) in Expenditures
prior to the second Anniversary Date;
(iii) an additional Three Million Dollars ($3,000,000) in Expenditures
prior to the seventh Anniversary Date.
3.2 In the event that during any of the time periods specified in
paragraph 3.1(c), the Optionee incurs Expenditures that exceed the minimum
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 Expenditures may be accelerated at the Optionee's sole
discretion.
3.3 In the event any option payment, share issuance, or the
minimum work requirements for any time period are not met pursuant to paragraph
3.1, the Option will terminate, subject to the notice provisions of section 19.1
below, and subject to the following provisions:
(a) If the Expenditures incurred pursuant to paragraphs 3.1(c)(i), (ii) and/or
(iii) 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; and
(b) If the Expenditures incurred pursuant to paragraph 3.1(c) are less than the
stipulated aggregate minimum prior to the seventh Anniversary Date, the
Optionee will have the right to extend the period for incurring the Three
Million Dollars ($3,000,000) in Expenditures under paragraph 3.1(c)(iii) by
up to an additional two (2) years by paying a One Hundred Thousand Dollar
($100,000) delay payment (the "Delay Payment") to the Optionor within sixty
(60) days of the end of the seventh Anniversary Date. In the event the
Optionee pays the Delay Payment to the Optionor within such date, the
Optionee will have the additional two years during which to either incur
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the required Expenditures or pay the amount of the deficiency to the
Optionor within sixty (60) days following the ninth Anniversary Date, in
order to exercise the Option.
3.4 The Optionee acknowledges that on commencement of Commercial
Production, the Property will be subject to the Net Smelter Returns Royalty.
4. TRANSFER OF PROPERTY
4.1 Upon execution of this Agreement, the Optionor will forthwith
deliver to the Optionee's nominee to hold in trust for the parties in accordance
with the terms of this Agreement:
(a) A registrable transfer or transfers of the Licences and exploitation
concessions comprising the Property, 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 one hundred percent (100%)
interest therein, and the Optionee will be entitled to immediately register
the transfer or transfers against the title to those Licences, concessions
and Property; and
(b) The transfer and assignment of any option, right of refusal or other claim
to the Property held by the Optionor or through the Optionor by any third
party, all of which are disclosed in Schedule "C" hereto, to the Optionee
or its nominee on the same terms and in good standing, and the Optionee or
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
Property, from and after the date of execution of this Agreement.
5. ARBITRATION AND LITIGATION
5.1 Any dispute between the parties concerning any matter or thing
arising from this 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 Agreement, the single Arbitrator will be
appointed by the British Columbia International Commercial Arbitration Centre
("BCICAC") of Vancouver, British Columbia, 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.
5.2 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, British
Columbia 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.
5.3 Notwithstanding the parties may arbitrate any dispute, matter
or issue pertaining to this Agreement, nothing herein requires the parties to
limit their alternative dispute resolution efforts to only Arbitration. However,
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the parties agree that any Arbitration proceeding will be commenced in British
Columbia as provided in this Section 5.
5.4 Nothing herein precludes, prevents or limits any dispute,
matter or issue pertaining to this 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.
6. RIGHT OF ENTRY
6.1 Except as otherwise provided in this Agreement, until the
Option is exercised or terminated in accordance with the terms of this
Agreement, the Optionee, its servants and agents shall have the sole and
exclusive right to:
(a) enter in, under or upon the Property and conduct Mining Work;
(b) exclusive and quiet possession of the Property;
(c) bring upon the Property and to erect thereon such mining facilities as
it may consider advisable; and
(d) remove from the Property ore or mineral products for the purpose of
bulk sampling, pilot plant or test 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. POWERS, DUTIES AND OBLIGATIONS OF OPTIONEE
7.1 The Optionee shall have full right, power and authority to do
everything necessary or desirable to carry out an exploration program on the
Property and to determine the manner of exploration and development of the
Property and, without limiting the generality of the foregoing, the right, power
and authority to:
(a) regulate access to the Property, subject only to the right of the
Optionor and its representatives to have access to the Property at all
reasonable times for the purpose of inspecting work being done thereon
but at their own risk and expense;
(b) employ and engage such employees, agents and independent contractors
as it may consider necessary or advisable to carry out its duties and
obligations hereunder and in this connection to delegate any of its
powers and rights to perform its duties and obligations hereunder but
the Optionee shall not enter into contractual relationships except on
terms which are commercially competitive;
(c) execute all documents, deeds and instruments, do or cause to be done
all such acts and things and give all such assurances as may be
necessary to maintain good and valid title to the Property, and each
party hereby irrevocably constitutes the Optionee its true and lawful
attorney to give effect to the foregoing and the Optionee hereby
agrees to indemnify and save the Optionor harmless from any and all
costs, loss or damage sustained or incurred without gross negligence
or bad faith by the Optionor directly or indirectly as a result of the
Optionee's exercise of its powers pursuant to this paragraph 7.1(c);
and
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(d) conduct such title examinations and cure such title defects as may be
advisable in the reasonable judgment of the Optionee.
7.2 The Optionee shall have the duties and obligations to:
(a) keep the Property free and clear of all liens and encumbrances arising
from its operations hereunder (except liens contested in good faith by
the Optionee) and in good standing by the doing and filing, or payment
in lieu thereof, of all necessary assessment work and payment of all
taxes required to be paid and by the doing of all other acts and
things and the making all other payments required to be made which may
be necessary in that regard;
(b) permit the Optionor and its representatives, duly authorized by it, in
writing, at their own risk and expense, access to the Property at all
reasonable times and to all records prepared by the Optionee in
connection with Mining Work;
(c) conduct all work on or with respect to the Property in a careful and
minerlike manner and in accordance with the applicable laws of the
jurisdiction in which the Property is located and indemnify and save
the Optionor harmless from any and all claims, suits or actions made
or brought against the Optionor as a result of work done by the
Optionee on or with respect to the Property; and
(d) maintain true and correct books, accounts and records of operations
hereunder.
8. VESTING OF INTEREST
8.1 Forthwith upon the Optionee exercising the Option by
performing the requirements of Section 3.1, an One Hundred percent (100%)
interest in and to the Property shall vest, and shall be deemed for all purposes
hereof to have vested, in the Optionee.
8.2 Upon completion of the option payments and share issuances and
incurring the Expenditures outlined in Section 3.1, the Optionee shall be
entitled forthwith to record such transfer documents outlined in Section 4.1 in
the appropriate land title office in the jurisdiction in which the Property is
located, but shall hold such interest in the Property at all times pursuant to
the terms of this Agreement.
8.3 The parties acknowledge the right and privilege of the
Optionor and Optionee to file, register and/or to otherwise deposit a memoradum
of this Agreement, caveat, or lis pendens at any time in the appropriate land
title office for the jurisdiction in which the Property is located to give third
parties notice of this Agreement, and hereby agree, each with the other, to do
or cause to be done all acts or things reasonably necessary to effect such
registration to the extent permitted by law.
9. TERMINATION OF OPTION
9.1 In the event of default in the performance of the requirements
of Section 3.1, then subject to the provisions of Section 9.3 of this Agreement,
the Option and this Agreement shall terminate.
9.2 The Optionee shall have the right to terminate this Agreement,
or abandon all right, title and interest in any portion of the Property, by
giving thirty (30) days' written notice of such termination or abandonment to
the Optionor, and upon the effective date of such termination of this Agreement,
or abandonment of any portion of the Property, this Agreement shall be of no
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further force and effect to the extent of such termination or abandoned portion
of the Property, except the Optionee shall be required to perform any
obligations which are the responsibility of the Optionee as specified under the
provisions of this Agreement and which have not been satisfied.
9.3 Notwithstanding any other provisions of this Agreement, in the
event of termination of this Agreement, or the abandonment of any portion of the
Property, the Optionee shall:
(a) transfer or re-transfer the Licences and/or the Property, or the
portion thereof abandoned, to the Optionor, provided always that the
Property shall, at the date of such transfer or re-transfer, all
annual assessment fees/property taxes on the Property will have been
paid up to and including the effective date of termination or the date
abandonment occurs;
(b) deliver to the Optionor any and all reports, samples, drill cores and
engineering data of any kind whatsoever pertaining to the Property or
related to Mining Work which has not been previously delivered to the
Optionor;
(c) perform or secure the performance of all reclamation and environmental
rehabilitation as may be required by all applicable legislation; and
(d) upon notice from the Optionor, remove all materials, supplies and
equipment from the Property, or from the portion thereof so abandoned,
provided however, that the Optionor may dispose of any such materials,
supplies or equipment not removed from the Property within one hundred
and eighty (180) days of receipt of such notice by the Optionee.
10. CONFIDENTIALITY
10.1 All information and data concerning or derived from Mining
Work shall be confidential and, except to the extent required by law or by
regulation of any securities commission, stock exchange or other regulatory
body, shall not be disclosed to any person other than a party's professional
advisors or an Affiliate without the prior written consent of the other party or
parties, which consent shall not unreasonably be withheld.
10.2 The text of any news releases or other public statements
which a party desires to make with respect to the Property shall be made
available to the other party or parties prior to publication and the other party
or parties shall have the right to make suggestions for changes therein within
twenty-four (24) hours of delivery.
11. RESTRICTIONS ON ALIENATION
11.1 No party (the "Selling Party") shall sell, transfer, convey,
assign, mortgage or grant an option in respect of or grant a right to purchase
or in any manner transfer or alienate all or any portion of its interest or
rights under this Agreement without the prior consent in writing, within 30 days
of receipt of notice thereof, of the other parties, such consent not to be
unreasonably withheld, and the failure to notify the Selling Party within the
said thirty (30) days that such consent has been withheld shall be deemed to
constitute the consent of the other parties.
11.2 Before the completion of any sale or other disposition by any
party of its interests or rights or any portion thereof under this Agreement,
the Selling Party shall require the proposed acquirer to enter into an agreement
with the party or parties not selling or otherwise disposing on the same terms
and conditions as set out in this Agreement.
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11.3 The provisions of Sections 11.1 and 11.2 shall not prevent
a party from entering into an amalgamation or corporate reorganization which
will have the effect in law of the amalgamated or surviving company possessing
all the property, rights and interests and being subject to all the debts,
liabilities and obligations of each amalgamating or predecessor company, or
prevent a party from assigning its interest to an Affiliate of such party
provided that the Affiliate first complies with Section 11.2 and agrees in
writing with the other parties to re-transfer such interest to the originally
assigning party immediately before ceasing to be an Affiliate of such party.
12. AFTER ACQUIRED PROPERTIES
12.1 The parties covenant and agree, each with the others, any
and all After Acquired Properties shall be subject to the terms and conditions
of this Agreement and shall be added to and deemed, for all purposes hereof, to
be included in the Property. Any costs incurred by the Optionee in staking,
locating, recording or otherwise acquiring any After Acquired Properties shall
be included in the calculation of its Expenditures hereunder.
13. PERSONAL INFORMATION
13.1 This Agreement requires the Optionor 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
Optionor'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 involved in this transaction to
whom the Optionee have a duty of disclosure. By executing this Agreement, the
Optionor is deemed to be consenting to the foregoing collection, use and
disclosure of the Optionor's Personal Information. The Optionor also consents to
the filing of copies or originals of any of the Optionor's documents described
in this Agreement as may be required to be filed with any stock exchange or
securities regulatory authority in connection with the transactions contemplated
hereby.
14. FURTHER ASSURANCES
14.1 Each of the parties covenants and agrees, from time to time
and at all times, to do all such further acts and execute and deliver all such
further deeds, documents and assurances as may be reasonably required in order
to fully perform and carry out the terms and intent of this Agreement.
15. NOTICE
15.1 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; or
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(b) ten (10) business days 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.
15.2 Any party may at any time give notice in writing to the
others of any change of address, and from and after the giving of such notice,
the address therein specified will be deemed to be the address of such party for
the purposes of giving notice hereunder.
16. TIME OF THE ESSENCE
16.1 Time shall be of the essence in the performance of this
Agreement.
17. ENUREMENT
17.1 This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns.
18. FORCE MAJEURE
18.1 No party will be liable for its failure to perform any of its
obligations under this 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 non-availability of materials or transportation (each an "Intervening
Event").
18.2 All time limits imposed by this Agreement will be extended
by a period equivalent to the period of delay resulting from an Intervening
Event.
18.3 A party relying on the provisions of Section 18.1 hereof,
insofar as possible, shall promptly give written notice to the other party of
the particulars of the Intervening Event, shall give written notice to all other
parties as soon as the Intervening Event ceases to exist, shall take all
reasonable steps to eliminate any Intervening Event and will perform its
obligations under this Agreement 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 Agreement if an
Intervening Event renders completion impossible.
19. DEFAULT
19.1 If a party (the "Defaulting Party") is in default of any
requirement herein set forth, the party affected by such default (the
"Non-Defaulting Party") shall give written notice to all other parties within
thirty (30) days of becoming aware of such default, specifying the default, and
the Defaulting Party shall not lose any rights under this Agreement, nor shall
the Agreement or the Option terminate, nor shall the Non-Defaulting Party have
any rights, remedies or cause of action pursuant to this Agreement, or otherwise
hereunder as a result of such default, unless within sixty (60) days after the
giving of notice of default by the Non-Defaulting Party, the Defaulting Party
has failed to cure the default by the appropriate performance, and if the
Defaulting Party fails within such period to cure such default, the
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Non-Defaulting Party shall only then be entitled to seek any remedy it may have
on account of such default.
20. SEVERABILITY
20.1 If any one or more of the provisions contained herein should
be invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provisions shall not in any way be
affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
21. AMENDMENT
21.1 This Agreement may not be changed orally but only by an
agreement in writing, signed by the party against which enforcement, waiver,
change, modification or discharge is sought.
22. ENTIRE AGREEMENT
22.1 This Agreement constitutes and contains the entire agreement
and understanding between the parties and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and representations,
whether oral or written, express or implied, statutory or otherwise between the
parties or any of them with respect to the subject matter hereof.
23. OPTION ONLY
23.1 This Agreement provides for an option only, and except as
specifically provided otherwise, nothing herein contained shall be construed as
obligating the Optionee to do any acts or make any payments hereunder and any
act or acts or payment or payments as shall be made hereunder shall not be
construed as obligating the Optionee to do any further act or make any further
payment.
24. GOVERNING LAW
24.1 This 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 be 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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25. COUNTERPARTS
25.1 This Agreement 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 Agreement 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.
IN WITNESS WHEREOF the parties have executed this Agreement as
of the day, month and year first above written.
THE COMMON SEAL of GEOFORUM )
SCANDINAVIA AB was hereto affixed in )
the presence of: )
)
)
)
____________________________________ )
Authorized Signatory ) c/s
)
)
)
____________________________________ )
Authorized Signatory )
)
THE COMMON SEAL of URANIUM )
INTERNATIONAL CORP. was hereto )
affixed in the presence of: )
)
)
)
____________________________________ )
Authorized Signatory ) c/s
)
)
)
____________________________________ )
Authorized Signatory )
)
THIS IS SCHEDULE "A" TO THE OPTION AGREEMENT DATED FOR REFERENCE OCTOBER
29, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ AND URANIUM INTERNATIONAL CORP.
DESCRIPTION OF PROPERTY
1. Laisback 2 in the commune of Storuman, permit n:o 8 year 2007.
2. Sil ("Pustaberget") 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 OPTION AGREEMENT DATED FOR REFERENCE OCTOBER
29, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ AND URANIUM INTERNATIONAL CORP.
NET SMELTER RETURNS ROYALTY
1. All capitalized terms used herein shall have the meanings assigned to them
in the Option Agreement.
2. For the purposes of the Option Agreement to which this Schedule "B" is
appended, the term "Net Smelter Returns" shall, subject to paragraphs 3, 4
and 5 below, mean gross revenues received from the sale by the Optionee of
all ore mined from the Property and from the sale by the Optionee of
concentrate, metal and products derived from ore mined from the Property,
after deduction of the following:
(a) all smelting and refining costs, sampling, assaying and treatment
charges and penalties including but not limited to metal losses,
penalties for impurities and charges for refining, selling and
handling by the smelter, refinery or other purchaser (including price
participation charges by smelters and/or refiners);
(b) costs of handling, transporting, securing and insuring such material
from the Property or from a concentrator, whether situated on or off
the Property, to a smelter, refinery or other place of treatment, and
in the case of gold or silver concentrates, security costs;
(c) government royalties, ad valorem taxes and taxes based upon sales or
production, but not income taxes; and (d) sales commissions (not to
exceed three percent (3%)) incurred in selling ore mined from the
Property and from concentrate, metal and products derived from ore
mined from the Property.
3. (a) Where revenue otherwise to be included under this Schedule "B" is
received by the Optionee in a transaction with a party with whom it is
not dealing at arm's length, the revenue to be included shall be based
on the fair market value under the circumstances and at the time of
the transaction.
(b) Where a cost otherwise deductible under this Schedule "B" is incurred
by the Optionee in a transaction with a party with whom it is not
dealing at arm's length, the cost to be deducted shall be the fair
market cost under the circumstances and at the time of the
transaction.
4. The Optionee and the person receiving a percentage of Net Smelter Returns
hereby expressly agree that in no event shall the Optionee have any
liability to the person receiving a percentage of Net Smelter Returns as
the result of the amount of revenues received by the Optionee from any
forward sales or other hedging activities engaged in and by the Optionee
with respect to ore concentrate, metal and products from the Property. In
addition, the Optionee and the person receiving a percentage of Net Smelter
Returns agree that the Optionee shall have no obligation, express or
implied, to engage in (or not engage in) any forward sales or other hedging
activities with respect to ore concentrate, metal or products from the
Property. For greater certainty the person receiving a percentage of Net
Smelter Returns will be paid for the amount of product actually produced
from the Property calculated according to paragraph 2 of this Schedule "B"
regardless of the hedging practices of the Optionee.
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5. If the Property is brought into Commercial Production, it may be operated
as a single operation with other mining properties owned by third parties
or in which the Optionee has an interest, in which event, the parties agree
that (notwithstanding separate ownership thereof) ores mined from the
mining properties (including the Property) may be blended at the time of
mining or at any time thereafter, provided, however, that the respective
mining properties shall bear and have allocated to them their proportionate
part of costs described in paragraphs 2(a) to 2(d) above incurred relating
to the single operation, and shall have allocated to each of them the
proportionate part of the revenues earned relating to such single
operation. In making any such allocation, effect shall be given to the
tonnages of ore and other material mined and beneficiated and the
characteristics of such material including the metal content of ore removed
from, and to any special charges relating particularly to ore, concentrates
or other products or the treatment thereof derived from, any of such mining
properties.
The Optionee shall ensure that reasonable practices and procedures are
adopted and employed for weighing, determining moisture content, sampling
and assaying and determining recovery factors.
6. Payments of a percentage of Net Smelter Returns shall be made within thirty
(30) days after the end of each calendar quarter in which Net Smelter
Returns, as determined on the basis of final adjusted invoices, are
received by the Optionee.
7. After the year in which Commercial Production is commenced on the Property,
each person receiving a percentage of Net Smelter Returns from the Optionee
shall be provided quarterly, within ninety days (90) after the end of each
calendar quarter, with a copy of the calculation of Net Smelter Returns,
determined in accordance with this Schedule "B", for the preceding
calendar, certified correct by the Optionee. The person receiving a
percentage of Net Smelter Returns shall have the right, upon serving thirty
(30) days' notice to the Optionee, to conduct an independent audit. Such
audit will be conducted at the sole cost of the person receiving a
percentage of Net Smelter Returns, unless the amount due from the Optionee
as determined by the independent audit exceeds the amount due from the
Optionee as determined by the Optionee by greater than ten percent (10%),
in which case the Optionee shall be responsible for the cost of the audit.
The Optionee will provide such materials and information as reasonably
necessary to allow the audit to be performed.
8. Nothing contained in the Option Agreement or any schedule attached thereto
shall be construed as conferring upon any person receiving a percentage of
Net Smelter Returns any right to or beneficial interest in the Property.
The right to receive a percentage of Net Smelter Returns from the Optionee
as and when due is and shall be deemed to be a contractual right only.
Furthermore, the right to receive a percentage of Net Smelter Returns by a
party from the Optionee as and when due shall not be deemed to constitute
the Optionee the partner, agent or legal representative of such party or to
create any fiduciary relationship between them for any purpose whatsoever.
9. The Optionee shall be entitled to (i) make all operational decisions with
respect to the methods and extent of mining and processing of ore,
concentrate, metal and products produced from the Property (for example,
without limitation, the decision to process by heap leaching rather than
conventional milling), (ii) make all decisions relating to sales of such
ore, concentrate, metal and products produced and, (iii) make all decisions
concerning temporary or long-term cessation of operations.
THIS IS SCHEDULE "C" TO THE OPTION AGREEMENT DATED FOR REFERENCE OCTOBER
29, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ AND URANIUM INTERNATIONAL CORP.
DISCLOSURE OF ALL LIENS, CHARGES AND ENCUMBRANCES (INCLUDING OPTIONS,
RIGHTS OF FIRST REFUSAL OR CLAIMS AGAINST THE PROPERTIES)
None.
