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EXHIBIT 10.20
STOCK EXCHANGE AGREEMENT
AND PLAN OF REORGANIZATION
By and Between
URANIUM RESOURCES, INC.
And
URANCO, INC.
Dated as of
MARCH 25, 1997
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TABLE OF CONTENTS
PAGE
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ARTICLE 1 - REPRESENTATIONS AND WARRANTIES OF URANCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1. Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.4. Consents and Approvals, No Violations . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.5. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.6. No Fees Owing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.7. Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.8. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.9. No Other Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF URI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.1. Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.2. Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.3. Authority; Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.4. SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.5. Absence of Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.6. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.7. Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.8. No Fees Owing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.9. Investment Representation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.10. No Other Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 3 - CERTAIN OTHER UNDERSTANDINGS AND AGREEMENTS
OF THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.1. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.2. Reasonable Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 4 - CLOSING; ISSUANCE OF SHARES; EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.1. The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.2. The Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.3. Closing Documents Delivered to URI . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.4. Closing Documents Delivered by URI . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 5 - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.1. Assignability and Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.2. Choice of Law and Choice of Forum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.3. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.4. Complete Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.5. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.6. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.7. Knowledge, Due Diligence Investigation . . . . . . . . . . . . . . . . . . . . . . . . . . ▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AGREEMENT
AND PLAN OF REORGANIZATION
This STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered
into effective as of March 25, 1997 by and between Uranium Resources, Inc., a
Delaware corporation ("URI"), and Uranco Inc., a Delaware corporation
("Uranco").
RECITALS:
1. Uranco is the holder of certain uranium and mineral interests
in New Mexico which it is desirous of exploring and possibly developing, but
lacks the capital to do so.
2. URI is in the uranium business, holds uranium interests in New
Mexico and has the expertise to explore and consider development of the uranium
interests held by Uranco.
3. Uranco and URI desire to exchange all of the outstanding stock
of Uranco for 1,200,000 shares (the "Shares") of URI's common stock, $.001 par
value per share ("Common Stock"), upon and subject to the terms and conditions
set forth in this Agreement.
4. Uranco and URI intend and desire to qualify this transaction
as a "reorganization" within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto adopt this plan of reorganization
and agree as follows:
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ARTICLE I
REPRESENTATIONS AND WARRANTIES OF URANCO
Uranco represents and warrants to URI that:
SECTION 1.1. CORPORATE ORGANIZATION.
Uranco is a corporation, duly organized, validly existing and in good
standing under the laws of the State of Delaware, with all requisite corporate
power and authority to own, operate and lease its properties and to carry on
its business as now being conducted, and is duly qualified or licensed to do
business and is in good standing in each jurisdiction in which its ownership or
leasing of property or conduct of business requires such licensing or
qualification, except where the failure to be so qualified would not have a
Material Adverse Effect on Uranco. For purposes of this Agreement (a)
"Material Adverse Change" or "Material Adverse Effect" means, when used with
respect to Uranco or URI, as the case may be, any change or effect that is or,
so far as can reasonably be determined, is likely to be materially adverse to
the assets, properties, condition (financial or otherwise), business or results
of operations of Uranco or URI, in each case together with its Subsidiaries
taken as a whole, and (b) "Subsidiary" means any corporation, partnership,
joint venture or other legal entity of which Uranco or URI, as the case may be
(either alone or through or together with any other Subsidiary), owns, directly
or indirectly, 50% or more of the stock or other equity interests the holders
of which are generally entitled to vote for the election of the other governing
body of such corporation or other legal entity. Uranco has delivered to URI
complete and correct copies of its Articles of Incorporation and By-Laws as in
effect on the date hereof.
SECTION 1.2. AUTHORIZATION.
The execution and delivery by Uranco of this Agreement, the
performance by Uranco of its obligations hereunder and the consummation by
Uranco of the transactions contemplated hereby have been duly authorized by the
appropriate corporate action, and no other proceeding on the part of Uranco is
necessary for the execution and delivery thereof and the performance of its
obligations hereunder. This Agreement is a legal, valid and binding obligation
of Uranco, enforceable in accordance with its terms except to the extent
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
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SECTION 1.3. CAPITALIZATION.
All of the issued and outstanding shares of the common stock of Uranco
(the "Uranco Common Stock") are owned by Santa Fe Pacific Gold Corporation
("Santa Fe"). All of such outstanding shares have been duly and validly
issued, were not issued in violation of any preemptive rights and are fully
paid and non-assessable. There are no options, warrants, subscriptions,
conversion or other rights, agreements, commitments, arrangements or
understandings with respect to the issuance of shares of capital stock of
Uranco or any other securities convertible into, exchangeable for or evidencing
the right to subscribe for any such shares.
SECTION 1.4. CONSENTS AND APPROVALS; NO VIOLATIONS.
Neither the execution, delivery or performance of this Agreement by
Uranco nor the consummation by Uranco of the transactions contemplated hereby
will (i) conflict with or result in any breach of any provisions of the
Articles of Incorporation or By-laws of Uranco, (ii) require any filing with,
or permit, authorization, consent or approval of, any court, arbitral tribunal,
administrative agency or commission; (iii) require the consent or approval of
any person other than Santa Fe; (iv) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, amendment, cancellation or acceleration)
under, or result in the creation of any lien or other encumbrance on any of the
Mineral Interests pursuant to, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, lease, license, contract, agreement or
other instrument or obligation to which Uranco is a party or by which it or its
properties or assets may be bound; or (v) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to Uranco or by which any
property or asset of Uranco is bound.
SECTION 1.5. LITIGATION.
Except as set forth in Schedule 1.5, there is no Proceeding (as
defined below) pending or, to the knowledge of Uranco, threatened against or
involving Uranco involving the Mineral Interests before any court, arbitrator
or administrative or governmental body, nor is there any judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator outstanding against Uranco relating to
the Mineral Interests, nor, to the knowledge of Uranco, is there any basis for
any such Proceeding. There are no Proceedings pending or, to the knowledge of
Uranco, threatened against Uranco arising out of or in any way related to this
Agreement or any of the transactions contemplated hereby. As used in this
Agreement, "Proceeding" means any action, suit, hearing, arbitration or
governmental investigation (whether public or private).
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SECTION 1.6. NO FEES OWING.
Neither Uranco nor any of its directors, officers or shareholders has
employed any broker or finder or incurred any liability for any financial
advisory, brokerage or finders' fees or similar fees or commissions in
connection with the transactions contemplated by this Agreement.
SECTION 1.7. COMPLIANCE WITH LAWS.
Uranco has complied in all material respects with the laws and
regulations of federal, state and local governments and all agencies thereof
which are applicable to its business.
SECTION 1.8. DISCLOSURE.
To Uranco's knowledge, no representation or warranty by Uranco in this
Agreement contains any untrue statement of a material fact or omits to state
any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
SECTION 1.9. NO OTHER REPRESENTATIONS.
Uranco is not making any representation or warranty, express or
implied, of any nature whatsoever, except as specifically set forth in Article
1 of this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF URI
URI represents and warrants to Uranco that:
SECTION 2.1. ORGANIZATION, STANDING AND POWER.
URI is a corporation duly domesticated, validly existing and in good
standing under the laws of the State of Delaware and has the requisite
corporate power and authority to carry on its business as now being conducted.
URI is duly qualified to do business, and is in good standing, in each
jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary, including without limitation the
State of New Mexico, except where the failure to be so qualified would not,
individually or in the aggregate, have a Material Adverse Effect on URI.
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SECTION 2.2. CAPITAL STRUCTURE.
The authorized capital stock of URI consists of 25,000,000 shares of
URI Common Stock. At the close of business on March 5, 1997, (i) 10,827,527
shares of URI Common Stock were issued and outstanding, (ii) 1,463,346 shares
of URI Common Stock were reserved for issuance upon the exercise of then
outstanding URI stock options, (iii) 291,785 shares of URI Common Stock were
reserved for issuance upon exercise of URI stock options which may be granted in
the future under currently existing stock option plans, (iv) 152,500 shares of
URI Common Stock were held by URI in its treasury, and (v) 2,500,000 shares of
URI Common Stock were reserved for issuance upon the conversion of certain debt
and the exercise of certain warrants. All outstanding shares of capital stock
of URI are validly issued, fully paid and nonassessable and not subject to
preemptive rights. Except as set forth above as of the date of this Agreement,
there are no options, warrants, rights, commitments, agreements, arrangements
or undertakings of any kind to which URI is a party or by which it is bound
obligating URI to issue, deliver or sell, or cause to be issued, delivered or
sold, additional shares of capital stock or other voting securities of URI.
SECTION 2.3. AUTHORITY; NON-CONTRAVENTION.
The Board of Directors of URI has declared the Exchange fair to and
advisable and in the best interest of the stockholders of URI. URI has all
requisite power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by URI and the consummation by URI of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of URI. This Agreement has been duly executed and delivered by URI and
(assuming the valid authorization, execution and delivery of this Agreement by
Uranco) constitutes a valid and binding obligation of URI enforceable against
URI in accordance with its terms, except to the extent enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights and by the effect of general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law). The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a night of termination, cancellation or acceleration of
any obligation or to the loss of a material benefit under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of URI under, any provision of (i) the Certificate of
Incorporation or Bylaws of URI (true and complete copies of which as of the
date hereof have been delivered to Uranco), (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise or license applicable to URI or (iii) any judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to URI or
any of its respective properties or assets.
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No filing or registration with, or authorization, consent or approval
of, any governmental entity is required by or with respect to URI in connection
with the execution and delivery of this Agreement by URI or is necessary for
the consummation by URI of the Exchange and the other transactions contemplated
by this Agreement, except for (i) in connection, or in compliance, with the
provisions of the Securities Exchange Act of 1934 (the "Exchange Act"), (ii)
such filings and consents as may be required under any environmental, health or
safety law or regulation pertaining to any notification, disclosure or required
approval triggered by the Exchange or the transactions contemplated by this
Agreement, (iii) such filings as may be required in connection with applicable
taxes, (iv) filings under the HSR Act, and (v) such other consents, approvals,
orders, authorizations, registrations, declarations and filings the failure of
which to be obtained or made would not, individually or in the aggregate, have
a Material Adverse Effect on URI, materially impair the ability of URI to
perform its obligations hereunder or prevent the consummation of any of the
transactions contemplated hereby.
SECTION 2.4. SEC DOCUMENTS.
URI has timely filed all required documents with the SEC since January
1, 1995 (the "URI SEC Documents"). As of their respective dates, URI SEC
Documents complied in all material respects with the requirements of the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
as the case may be, and none of URI SEC Documents, contained, as of their
respective dates, any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of URI included in URI SEC Documents
comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with generally accepted accounting
principles (except, in the case of unaudited statements, as permitted by Form
10-Q of the SEC) applied on a consistent basis during the periods involved
(except as may be indicated therein or in the notes thereto) and fairly present
the financial position of URI as at the dates thereof and the results of their
operations and changes in financial position for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments and to any other adjustments described therein).
SECTION 2.5. ABSENCE OF MATERIAL ADVERSE CHANGE.
Except as disclosed in URI SEC Documents filed with the SEC prior to
the date hereof, there has not been any Material Adverse Change with respect to
URI (other than changes in generally accepted accounting principles or
interpretations thereof that affect the uranium industry generally or changes
in general economic conditions that affect such industry on a nationwide
basis).
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SECTION 2.6. LITIGATION.
Except as disclosed prior to the date hereof in URI SEC Documents,
copies of all of which have been provided to Uranco, there is no suit, action,
investigation or proceeding pending or, to the knowledge of the executive
officers of URI, threatened against URI at law or in equity before or by any
federal, state, municipal or other court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, or
before any arbitrator of any kind, that would have a Material Adverse Effect on
URI or, with respect to such matters that are pending or threatened as of the
date hereof, materially impair the ability of URI to perform its obligations
hereunder or to consummate the transactions contemplated hereby, and there is
no judgment, decree, injunction, rule or order of any court, governmental
department, commission, board, bureau, agency, instrumentality or arbitrator to
which URI or any of its Subsidiaries is subject that would have a Material
Adverse Effect on URI or, with respect to such items that are outstanding and
applicable as of the date hereof, materially impair the ability of URI to
perform its obligations hereunder or to consummate the transactions
contemplated hereby.
SECTION 2.7. OPINION OF FINANCIAL ADVISOR.
On the date hereof URI has received the written opinion of EVEREN
Securities, Inc. to the effect that the terms of the Exchange are fair to the
holders of URI Common Stock from a financial point of view.
SECTION 2.8. NO FEES OWING.
No broker, investment banker or other person, other than EVEREN
Securities, Inc. the fees and expenses of which will be paid by URI, is
entitled to any broker's, finder's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of URI.
SECTION 2.9. INVESTMENT REPRESENTATION.
URI has the knowledge and experience in business and financial matters
to meaningfully evaluate the merits and risks of the issuance of URI's Common
Stock in exchange and consideration for the Uranco Stock as contemplated
hereby. URI understands and acknowledges that the Uranco Stock was originally
issued to Santa Fe, and will be sold and transferred to URI, without
registration or qualification under the Securities Act of 1933, as amended, or
any applicable state securities or "Blue Sky" law, in reliance upon specific
exemptions therefrom, and in furtherance thereof URI represents that the Uranco
Stock will be taken and received by URI for its own account for investment,
with no present intention of a distribution or disposition thereof to others.
URI further acknowledges and agrees that the certificate(s) representing the
Uranco Stock transferred to URI shall bear a restrictive legend, in
substantially the following form:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER
THE ACT.
SECTION 2.10. NO OTHER REPRESENTATIONS.
URI is not making any representation or warranty, express or implied,
of any nature whatsoever, except as specifically set forth in Article 2 of this
Agreement.
ARTICLE 3
CERTAIN OTHER UNDERSTANDINGS AND AGREEMENTS OF THE PARTIES
SECTION 3.1. FEES AND EXPENSES.
All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
costs and expenses, except as otherwise specifically set forth in this
Agreement or in the Registration Rights Agreement.
SECTION 3.2. REASONABLE EFFORTS.
Upon the terms and subject to the conditions set forth in this
Agreement, each of the parties agrees to use all reasonable efforts after the
Closing, to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the Exchange and the other transactions
contemplated by this Agreement and the prompt satisfaction of the conditions
hereto, including (a) the obtaining of all necessary actions or non-actions,
waivers, consents and approvals from Governmental Entities and the making of
all necessary registrations and filings and the taking of all reasonable steps
as may be necessary to obtain an approval or waiver from, or to avoid an action
or proceeding by, any Governmental Entity, (b) the obtaining of all necessary
consents, approvals or waivers from third parties, and (c) the execution and
delivery of any additional instruments necessary to consummate the transactions
contemplated by this Agreement.
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ARTICLE 4
CLOSING; ISSUANCE OF SHARES; EXCHANGE
SECTION 4.1. THE CLOSING.
The consummation of the Exchange (hereinafter the "Closing") occurred
at the offices of Modrall, Sperling, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, P.A., Albuquerque,
New Mexico, at 10:00 a.m. Mountain Standard time, on March 25, 1997 (the
"Closing Date").
SECTION 4.2. THE EXCHANGE.
At the Closing, URI issued and delivered to Uranco's shareholder,
Santa Fe, the Shares. In consideration for the issuance and sale of the Shares
to Santa Fe, and as payment in full of the Shares, at the Closing Santa Fe
transferred to URI the certificates evidencing all of the issued and
outstanding shares of capital stock of Uranco. All of the Shares are fully
paid and nonassessable.
SECTION 4.3. CLOSING DOCUMENTS DELIVERED TO URI.
The following documents were delivered to URI at closing:
(a) The opinion of Modrall, Sperling, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, P.A.,
counsel to Uranco, dated the Closing Date, substantially to the effect that:
(i) The incorporation, existence and good standing of
Uranco is as stated in this Agreement; the authorized and issued and
outstanding shares of Uranco are as stated in this Agreement; all
outstanding shares of Uranco Common Stock are duly and validly
authorized and issued, fully paid and nonassessable and have not been
issued in violation of any preemptive right of any stockholders.
(ii) Uranco has full corporate power and authority to
execute, deliver and perform this Agreement and this Agreement has
been duly authorized, executed and delivered by Uranco and (assuming
due and valid authorization, execution and delivery by URI)
constitutes the legal, valid and binding agreement of Uranco,
enforceable in accordance with its terms except to the extent
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws
of general applicability relating to or affecting the enforcement of
creditors' rights and by the effect of general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law).
(iii) The execution and performance by Uranco of this
Agreement will not violate the Certificate of Incorporation or By-Laws
of Uranco, respectively, and, to the knowledge of such counsel, will
not violate, result in a breach of or constitute a default
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under any material lease, mortgage, contract, agreement, instrument,
law, rule, regulation, judgment, order or decree to which Uranco is a
party or by which they or any of their properties or assets may be
bound.
(iv) After inquiry of the directors and officers of Uranco,
such counsel has no knowledge of any consent, approval, authorization
or order of any court or governmental agency or body which has not
been obtained but which is required on behalf of Uranco for the
consummation of the transactions contemplated by this Agreement.
(v) After inquiry of the directors and officers of
Uranco, such counsel has no knowledge of any actions, suits or
proceedings, pending or threatened against or affecting Uranco by any
governmental entity which seek to restrain, prohibit or invalidate the
transactions contemplated by this Agreement.
(b) Certificate representing all of the issued and outstanding
Uranco Common Stock duly endorsed for transfer to URI by Santa Fe.
SECTION 4.4. CLOSING DOCUMENTS DELIVERED BY URI.
At the Closing URI delivered the following:
(a) The opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to URI, dated
the Closing Date, substantially to the effect that:
(i) The incorporation, existence and good standing of URI
are as stated in this Agreement.
(ii) URI has full corporate power and authority to
execute, deliver and perform this Agreement and this Agreement has
been duly authorized, executed and delivered by URI and (assuming due
and valid authorization, execution and delivery by Uranco) constitutes
the legal, valid and binding agreement of URI, enforceable in
accordance with its terms except to the extent enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by
the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).
(iii) The execution and performance by URI of this
Agreement will not violate the Certificates of Incorporation or
By-Laws of URI, respectively, and, to the knowledge of such counsel,
will not violate, result in a breach of or constitute a default under
any material lease, mortgage, contract, agreement, instrument, law,
rule, regulation, judgment, order or decree to which URI is a party or
by which they or any of their properties or assets may be bound.
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(iv) To the knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental agency
or body which has not been obtained is required on behalf of URI for
the consummation of the transactions contemplated by this Agreement.
(v) To the knowledge of such counsel, there are no
actions, suits or proceedings, pending or threatened against or
affecting URI by any governmental entity which seek to restrain,
prohibit or invalidate the transactions contemplated by this
Agreement.
(vi) The Shares have been duly authorized and are validly
issued and outstanding and are fully paid and nonassessable.
(vii) The shares of URI Common Stock issued in the Exchange
have been listed on the Nasdaq National Market subject to official
notice of issuance.
(b) A Certificate representing the Shares registered in the name
of Santa Fe.
ARTICLE 5
GENERAL PROVISIONS
SECTION 5.1. ASSIGNABILITY AND PARTIES IN INTEREST.
This Agreement shall inure to the benefit of and be binding upon URI
and Uranco and their respective successors and assigns.
SECTION 5.2. CHOICE OF LAW AND CHOICE OF FORUM.
This Agreement shall be governed by and construed in accordance with
the internal law of the State of New Mexico without giving effect to conflicts
of law principles thereof. Uranco and URI agree that all litigation arising
out of or related to this Agreement for the performance or non-performance of
actions contemplated by this Agreement shall be brought in a federal or state
court of competent jurisdiction within the state of New Mexico. Uranco and URI
consent to jurisdiction by such a court.
SECTION 5.3. COUNTERPARTS.
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.
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SECTION 5.4. COMPLETE AGREEMENT.
This agreement is entered into by the parties in connection with a
transaction involving the transfer of common stock of Uranco owned by Santa Fe
to URI in exchange for common stock of URI, the grant by URI to Santa Fe of
registration rights with respect to the stock of URI to be issued to Santa Fe,
the grant by Santa Fe to Uranco of a license to explore and an option to
purchase in exchange for certain commitments by Uranco, and the guarantee by
URI of certain obligations of Uranco to Santa Fe. In order to effect this
transaction, certain of the parties have contemporaneously entered into certain
agreements, specifically, the Stock Exchange Agreement and Plan of
Reorganization (URI and Uranco), the Agreement of Santa Fe as Uranco
Shareholder and Guarantee of URI (Santa Fe and URI); the License to Explore and
Option to Purchase (Santa Fe and Uranco); and the Registration Rights Agreement
(Santa Fe and URI). All of such agreements, together with all exhibits or
schedules thereto and documents delivered pursuant thereto, contain the entire
agreement among the parties with respect to the contemplated transaction, and
shall supersede all previous writings and all previous or contemporaneous oral
negotiations, commitments, and understandings.
SECTION 5.5. INTERPRETATION.
The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
SECTION 5.6. SEVERABILITY.
Any provision of this Agreement which is invalid, illegal, or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality, or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction.
SECTION 5.7. KNOWLEDGE, DUE DILIGENCE INVESTIGATION.
All representations and warranties contained herein which are made to
the "knowledge" of Uranco or URI shall mean to the actual present knowledge of
Uranco's or URI'S, as the case may be, executive officers after due inquiry
with respect to such matters.
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IN WITNESS WHEREOF, the undersigned duly execute this Agreement as of
the date first written above.
URANCO INC.
Date: March 25, 1997 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: President
---------------------------------
URANIUM RESOURCES, INC.
Date: March 25, 1997 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: President
---------------------------------
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Schedule 1.5: Litigation
Navajo Nation land and jurisdictional claims: Since 1982, the Navajo
Nation has asserted title and jurisdictional claims over lands in the
checkerboard area in northwestern New Mexico outside the boundaries of the
recognized Navajo Reservation, including portions of ▇▇▇▇▇▇▇▇ County, where
some of the mineral interests subject to this Agreement are located. While the
federal courts have rejected claims to title to lands, see Navajo Tribe v. New
Mexico, 809 F.2d 1455 (10th Cir. 1987), the courts have acknowledged the
potential for the exercise of off-reservation civil jurisdiction over
non-Indians by the Navajo Nation. See Pittsburg & Midway Coal Mining Co. v.
Watchman, 52 F.3d 1531 (10th Cir. 1995); Texaco, Inc. v. Zah, 5 F.3d 1374 (10th
Cir. 1993).
In view of these assertions, there is the potential that the Navajo
Nation will assert title to, or jurisdiction over, the mineral interests
subject to this Agreement located in ▇▇▇▇▇▇▇▇ County, New Mexico. While title
claims were rejected, the decision was not on the merits, but was founded on
the fact that the United States was immune from suit, that the suit should have
been brought under the Indian Claims Commission Act of 1946, and the suit could
not proceed against the remaining defendants, including Santa Fe Mining, Inc. ,
because the United States was an indispensable party.. Accordingly, the
decision could be read to have barred the claim or remedy, but not the
underlying rights to title to the lands. As reflected in Pittsburg & Midway,
the Navajo Nation aggressively asserts civil jurisdiction, including taxation
and regulatory authority, to off -reservation areas within the territorial
confines of the "Navajo Nation" as the Nation defines that term in 7 N.N.C.
Section 254. While Santa Fe Pacific Gold Corporation and Uranco Inc. have not
attempted to determine whether the mineral interests subject to this agreement
would fall within the area over which the Navajo Nation would assert title or
jurisdiction, neither company are presently aware of any Navajo Nation claim
that would include the mineral interests subject to this Agreement that are
located in Bernalillo, Cibola, or ▇▇▇▇▇▇▇▇ Counties.
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