AGREEMENT
AGREEMENT
THIS
AGREEMENT (“Agreement”) dated May 9, 2006, is between Uranium Power Corp., a
British of Columbia corporation ("UPC") and U.S. Energy Corp., a Wyoming
corporation ("USE"), and a joint venture between USE and Crested Corp., a
Colorado corporation ("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".
WHEREAS,
on April 15, 2006 UPC entered into an Amended and Restated Option and Joint
Venture Agreement - Sahara Mine Property, Xxxxx County, Utah (the “Sahara
Agreement”), which is attached as Exhibit A, with Uranium Group LLC in an area
called the Green River South, whereby UPC has the right to earn a 70% undivided
participating interest in the venture and property as an initial option and
an
additional option to earn an additional 15% undivided participating interest
in
the venture and property;
| 1. |
UPC
agrees to transfer 50% of its ownership in the Sahara Agreement and
the
Green River South properties to the USE
Parties.
|
| 2. |
The
USE Parties agree to transfer 50% of its ownership in the Green River
North properties to UPC.
|
| 3. |
UPC
agrees to provide the first $500,000 in expenditures to the joint
venture,
USE Parties agree to provide the next $500,000 in expenditures to
the
joint venture and thereafter UPC and the USE Parties will fund all
expenditures on a 50% UPC and 50% the USE Parties
basis.
|
| 4. |
The
UPC stock to be paid to the Uranium Group LLC pursuant to the Sahara
Agreement as specified in Section 3.1.3 Initial Option and Section
3.4
Additional Option shall be valued as between UPC and the USE Parties
as
the actual UPC stock price at the time of payment or $1.00/share,
which
ever is less, such amount in Canadian currency. The USE Parties shall
have
the option to pay this amount to UPC by cash, UPC stock or USE
stock.
|
| 5. |
UPC
and the USE Parties will form two separate joint ventures; one for
the
Green River South properties and one for the Green River North properties.
The Green River South joint venture agreement shall be between the
Uranium
Group LLC, UPC and the U.S. Energy Parties and the terms and conditions
shall be consistent with the Sahara Agreement. The Green River North
joint
venture agreement shall be between UPC and the USE Parties and the
terms
and condition shall be consistent with other joint venture agreements
between UPC and the U.S. Parties. However, for purposes of calculating
expenditure commitments, the two joint ventures shall be considered
as
one.
|
| 6. |
The
joint ventures will be managed by a Management Committee with equal
representation from each of UPC and the USE Parties.
|
| 7. |
The
USE Parties will be the Operator of the joint ventures, reporting
to the
Management Committee and may charge a minimum of cost plus 10% for
its
services and materials and 2% of the direct costs associated with
contract
work related to development and mining and purchase of capital equipment
furnished to the joint ventures as provided in joint venture agreements
to
be executed by UPC and the USE
Parties.
|
| 8. |
The
parties to the joint venture agreements shall contribute to the costs
and
expenses and share in the joint venture in proportion to their respective
participating interests, as they may from time to time then
appear.
|
| 9. |
This
Agreement may be terminated at any time by the mutual written consent
of
parties or in accordance to the joint venture
agreement.
|
| 10. |
The
parties intend that neither this Agreement nor the joint venture
agreements contemplated hereunder shall create a partnership or mining
partnership between UPC, the USE Parties and/or the Uranium Group
LLC.
Rather their relationship is one of covenants and the liability of
the
parties shall be several and not joint or
collective.
|
| 11. |
UPC
represents that it has received approval from its Board of Directors
prior
to the execution of this Agreement.
|
| 12. |
The
USE Parties represent that they have received approval from their
respective Board of Directors prior to the execution of this
Agreement.
|
| 13. |
Any
notice, consent, authorization or other communication to be given
hereunder shall be in writing and shall be deemed duly given and
received
when delivered personally, when transmitted by fax, three days after
being
mailed by first class mail, or one day after being sent by a nationally
recognized overnight delivery service, charges and postage prepaid,
properly addressed to the party to receive such notice, at the following
address or fax number for such party (or at such
|
other
address or fax number as shall hereafter be specified by such party by like
notice):
(a) If
to the
USE Parties
Xxxx
X.
Xxxxxx,
President
000
Xxxxx
0xx Xxxx
Xxxxxxxx,
XX 00000
Phone: (000)
000-0000
Fax: (000)
000-0000
E-Mail:
xxxx@xxxxx.xxx
(b) If
to
XXX
Xxxxxx
Xxxxxx,
Xxxxxxxxx
0xx
Xxxxx -
Xxxxxxxx Xxxxxx
000
-
00xx
Xxxxxx
Xxxx
Xxxxxxxxx, XX
XXXXXX
X0X 0X0
Phone: (000)
000-0000
Fax: (000)
000-0000
E-Mail:
xxxxxx@xxxxx.xxx
15.
Miscellaneous.
(a) This
Agreement shall constitute the whole agreement and understanding between UPC
and
the USE Parties as to the subject matter of this Agreement and supersedes any
other prior agreements or understandings whether written or oral between UPC
and
the USE Parties.
(b) This
Agreement may be modified only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
(c) The
waiver by either UPC or the USE Parties of a breach of any provision of this
Agreement by the other shall neither operate as nor be construed as a waiver
of
any subsequent breach.
(d) In
the
event that any condition or other provision of this Agreement is held to be
invalid or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of this Agreement and shall in no way affect any
other covenant or condition. If such condition, covenant or other provision
shall be deemed invalid due to its scope or breadth, such provision shall be
deemed valid to the extent of the scope or breadth permitted by
law.
(e) This
Agreement may be executed in a number of identical counterparts, each of which
for all purposes is to be deemed an original, and all of which constitute,
collectively, one agreement.
(f) This
Agreement shall be interpreted in accordance with the laws of the State of
Wyoming.
(g) The
terms
and provisions hereof shall inure to the benefit of and shall be binding upon
the permitted successors and assigns of the parties.
(h) In
the
event either party to this Agreement shall be required to institute any suit
or
legal action to enforce any of the provisions of this Agreement, then the
prevailing party shall be allowed, in addition to such relief as awarded by
the
court, reasonable attorney's fees and court costs in prosecuting that
action.
(i) This
agreement is subject to filing with the TSX Venture Exchange and UPC receiving
confirmation that it has been accepted for filing.
(Remainder
of the page intentionally blank.)
This
Agreement is executed to be effective on the date first shown
above.
URANIUM
POWER GROUP
By
Xxxxxx
Xxxxxx
Its
President
U.S.
ENERGY CORP.
By
Xxxx
X. Xxxxxx
Its
President
U.S.
ENERGY CORP. and CRESTED CORP. dba as USECC, a JOINT
VENTURE
U.S.
ENERGY CORP.
By
Xxxx
X. Xxxxxx
Its
President
By
/s/
Xxxxxx X. Xxxxxx
Its
President
|
EXHIBIT
"B"
|
||||||||
|
State
|
Name
|
No.
|
Sect
|
Twp
|
Rge
|
County
|
Book/Page
|
Serial
#
|
|
UT
|
Xxxxxx
|
1
|
23
|
21S
|
14E
|
Emery
|
266/799
|
UMC373945
|
|
UT
|
Xxxxxx
|
2
|
23
|
21S
|
14E
|
Emery
|
266/800
|
UMC373946
|
|
UT
|
Xxxxxx
|
3
|
23
|
21S
|
14E
|
Emery
|
266/801
|
UMC373947
|
|
UT
|
Xxxxxx
|
4
|
23
|
21S
|
14E
|
Emery
|
266/802
|
UMC373948
|
|
UT
|
Xxxxxx
|
5
|
23
|
21S
|
14E
|
Emery
|
266/803
|
UMC373949
|
|
UT
|
Xxxxxx
|
6
|
23
|
21S
|
14E
|
Emery
|
266/804
|
UMC373950
|
|
UT
|
Xxxxxx
|
7
|
23
|
21S
|
14E
|
Emery
|
266/805
|
UMC373951
|
|
UT
|
Xxxxxx
|
8
|
23
|
21S
|
14E
|
Emery
|
266/806
|
UMC373952
|
|
UT
|
Xxxxxx
|
9
|
23
|
21S
|
14E
|
Emery
|
266/807
|
UMC373953
|
|
UT
|
Xxxxxx
|
10
|
23
|
21S
|
14E
|
Xxxxx
|
266/808
|
UMC373954
|