AMENDMENT TO AGREEMENTS
THIS
AMENDMENT TO AGREEMENTS effective January 31, 2007, is between Uranium Power
Corp., a British Columbia corporation ("UPC") and U.S. Energy Corp., a Wyoming
corporation ("USE"), Crested Corp., a Colorado corporation (“Crested”) and a
joint venture between USE and Crested; the joint venture between USE and
Crested
is referred to herein as "USECC" and USE, Crested and USECC are collectively
referred to herein as the "USE Parties".
RECITALS
WHEREAS,
on October 29, 2004, UPC (formerly known as Xxxx Coast Capital Corp.) and
the
USE Parties entered into a letter agreement with respect to the exploration
and
potential development and production of certain properties located in the
Sheep
Mountain Mining District and the Crooks Gap Mining District in Fremont County,
Wyoming (“Sheep Mountain Properties”), which letter agreement was revised on
November 24, 2004, and December 3, 2004, (hereinafter referred to as “Initial
Letter Agreement”); and
WHEREAS,
on December 8, 2004, UPC and USE Parties entered into a Purchase and Sales
Agreement (“PSA”) for the Sheep Mountain Properties, which superseded and
replaced the Initial Letter Agreement; and
WHEREAS,
on April 11, 2005, UPC and the USE Parties entered into a Mining Venture
Agreement (“MVA”) for the Sheep Mountain Properties; and
WHEREAS,
on August 22, 2005, UPC and the USE Parties entered into Amended Letter
Agreement (Amendment #1”) adding to the PSA the Breccia Pipes Project located in
Arizona and the Burro Canyon Project located in Colorado; and
WHEREAS,
on January 12, 2006, UPC and the USE Parties entered into Amended Letter
Agreement #2 (“Amendment #2”) to Paragraph 4 of the PSA concerning timing of
payment of the purchase price; and
WHEREAS,
on May 9, 2006, UPC and the USE Parties entered into an Agreement (“Green River
Agreement”) to develop two properties, (i) the Green River North properties
(“Green River North”) consisting of 10 unpatented lode mining claims and (ii)
the Green River South properties (“Green River South”) previously know as the
Sahara Mine Property; whereby the Green River North was to be developed by
a new
joint venture agreement and the Green River South properties were to be
developed by the Amended and Restated Option and Joint Venture Agreement-
Sahara
Mine Property, Xxxxx County, Utah (“Sahara MVA”); and
WHEREAS,
the PSA, MVA, Amendment #1, Amendment #2 and the Green River Agreement are
hereinafter referred to as the “UPC Agreements”), and
WHEREAS,
the USE Parties have entered into an Exclusivity Agreement with sxr Uranium
One
Inc. (“Uranium One”) to sell certain of its uranium assets to Uranium One or one
or more wholly-owned subsidiaries of Uranium One (collectively, the “Buyers”)
and if this sale is to be consummated, the USE Parties and the applicable
Buyers
will enter into a definitive agreement and close this transaction (the “Uranium
One Transaction”).
NOW,
THEREFORE, in consideration of the covenants and agreements contained herein,
UPC and the USE Parties agree to the following terms and
conditions:
| 1. |
The
Areas of Mutual Interest contained in the PSA, MVA, Amendment #1
and Green
River North are amended and replaced in their entirety as
follows:
|
| (i) |
the
area of mutual interest for the Sheep Mountain Properties shall be
one (1)
mile from the exterior boundary of the Sheep Mountain unpatented
mining
claims and the Wyoming State Lease as shown on Exhibit 1, excluding
however, the Sweetwater Mill and the Green Mountain uranium properties
owned by Rio Tinto;
|
| (ii) |
the
area of mutual interest for the Burro Canyon properties contained
in
Amendment #1 shall be one (1) mile from the exterior boundary of
the
unpatented mining claims contained in the Burro Canyon Project as
shown on
Exhibit 2;
|
| (iii) |
the
area of mutual interest for the Breccia Pipes properties contained
in
Amendment #1 shall be the area covered by the aerial survey as shown
on
Exhibit 3, and
|
| (iv) |
the
area of mutual interest for the Green River North properties shall
be one
(1) mile from the exterior boundary of the Green River North unpatented
mining claims lying north of the north right-of-way of Interstate
70 as
shown on Exhibit 4.
|
| 2. |
Conditioned
upon and effective as of the closing of the Uranium One Transaction,
the
Green River South properties are deleted and removed from Green River
Agreement and the USE Parties hereby agree to quitclaim and /or relinquish
all rights, responsibilities and obligations to the Green River South
properties, including the Sahara MVA, to
UPC.
|
| 3. |
The
UPC Agreements are hereby amended to grant the USE Parties the right
to
transfer all rights, responsibilities and obligations of the UPC
Agreements (excluding Green River South) to the Buyers, including
but not
limited to the right to receive all payments provided in the UPC
Agreements. UPC agrees to execute the attached Consent, Waiver and
Agreement attached as Exhibit 5, thereby, among other things, (i)
waiving
any and all rights it may have to any preemptive rights, rights of
first
refusal or similar rights with respect to the sale and
|
assignment
of the UPC Agreements to the Buyers, and (ii) agreeing that the Buyers will
not
assume, and the USE Parties will remain liable for, any liability for breaches
of the UPC Agreements by the USE Parties and any indemnity granted by the
USE
Parties to UPC with respect to periods prior to the closing of the Uranium
One
Transaction.
| 4. |
Conditioned
upon the closing of the Uranium One Transaction, the USE Parties
agree to
provide to UPC access to copy or otherwise use of the USE uranium
libraries for a period of three (3) years from the closing of the
Uranium
One Transaction.
|
| 5. |
The
address and contact information for UPC contained in the notice provisions
of the UPC Agreements is amended as
follows:
|
Xx.
Xxxxx
Xxxxxx
President
Uranium
Power Corp.
0xx
Xxxxx,
Xxxxxxxx Xxxxxx
000
Xxxxxxxxx Xxxxxx
Xxxx
Xxxxxxxxx, XX
XXXXXX
X0X-0X0
Phone:
(000) 000-0000
Fax:
(000) 000-0000
e-Mail:
xxxxxxx@xxxxxxxx.xxx
| 6. |
Upon
the closing of the Uranium One Transaction, the USE Parties shall
have no
further rights, responsibilities or obligations to UPC except for
providing access to the USE Parties’ uranium libraries as provided above
and any liability for a pre-closing breach by the USE Parties or
a
pre-closing indemnity obligation of the USE Parties under the UPC
Agreements.
|
| 7. |
All
other terms and conditions of the UPC Agreements shall remain unchanged
by
this Amendment to Agreements.
|
(Remainder
of the page intentionally blank.)
This
Agreement is executed to be effective on the date first shown
above.
URANIUM
POWER CORP.
By
/s/
Xxxxx X. Xxxxxx
Its
President
U.S.
ENERGY CORP.
By
/s/
Xxxx X. Xxxxxx
Its
President
U.S.
ENERGY CORP. and CRESTED CORP. dba as USECC, a JOINT
VENTURE
U.S.
ENERGY CORP.
By
/s/
Xxxx X. Xxxxxx
Its
President
CRESTED
CORP.
By
/s/
Xxxxx X. Xxxxxx
Its
Co-Chairman
