1
EXHIBIT 1.2
ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of ___________, 1996 by and among Uranium
Resources, Inc., a Delaware corporation (the "Company"), EVEREN Securities,
Inc. (the "Placement Agent") and Norwest Bank Colorado, N.A., a national
banking association incorporated under the laws of the United States of America
(the "Escrow Agent").
WHEREAS, the Company proposes to sell a minimum 1,400,000 (the "Minimum
Shares") and up to a maximum 1,700,000 shares (the "Maximum Shares" and,
together with the Minimum Shares, the "Shares") of its common stock, $.001 par
value (the "Common Stock"), in an offering (the "Offering") registered pursuant
to a Registration Statement (as amended, the "Registration Statement") filed by
the Company with the Securities and Exchange Commission, at an offering price
of $_______ per share;
WHEREAS, the Placement Agent has agreed to offer the Shares as the agent
of the Company on a "best efforts" basis, pursuant to the terms of the
Placement Agreement, dated as of the date hereof (the "Placement Agreement")
between the Company and the Placement Agent;
WHEREAS, the Company needs to provide for the safekeeping and investment
of the proceeds of the sale of the Shares until such time as the Placement
Agent accepts subscriptions for at least the Minimum Shares and up to the
Maximum Shares and the proceeds of the sale of the Shares are deposited with
the Escrow Agent or until such time as the Offering terminates and the Escrow
Agent is required to return such proceeds to the subscribers as provided for
herein; and
WHEREAS, with respect to all subscription payments received from
subscribers, the Company proposes to establish an escrow account with the
Escrow Agent.
NOW, THEREFORE, it is agreed as follows:
1. ESTABLISHMENT OF ESCROW. The Escrow Agent hereby agrees to
receive and disburse the proceeds from the Offering and any interest earned
thereon in accordance herewith. Proceeds from the Offering shall be deposited
with the Escrow Agent in accordance with Rule 15c2-4 of the Rules and
Regulations under the Securities Exchange Act of 1934.
2. DEPOSIT OF ESCROWED PROPERTY. The subscribers shall cause to be
wired to the Escrow Agent funds delivered in payment for Shares (the "Escrowed
Property"). Upon receipt of such funds, the Escrow Agent shall credit such
funds
2
to an interest bearing account (the "Escrow Account") held by the Escrow Agent.
The subscribers will not be entitled to pay for the Shares by check.
3. LIST OF SUBSCRIBERS. The Placement Agent shall furnish or cause
to be furnished to the Escrow Agent, at the time of deposit of funds pursuant
to Section 2, a list, substantially in the form of Exhibit A hereto, containing
the name of, the address of, the number of Shares subscribed for by, the wire
transfer instruction for, the subscription amount delivered to the Escrow Agent
by, and the social security number, if applicable, of, each subscriber whose
funds are being deposited, for each listed subscriber. The Escrow Agent shall
notify the Placement Agent and the Company of any discrepancy between the
subscription amounts set forth on any list delivered pursuant to this Section 3
and the subscription amounts received by the Escrow Agent and shall notify the
Placement Agent upon its receipt of funds directly from any subscriber. The
Escrow Agent is authorized to revise such list to reflect the actual
subscription amounts received and the release of any subscription amounts
pursuant to Section 4.
4. DISBURSEMENT OF FUNDS.
a. If (i) the Escrow Agent shall receive a notice,
substantially in the form of Exhibit B hereto (an "Offering Termination
Notice"), from the Company and the Placement Agent, or (ii) the Minimum Shares
shall not have been subscribed for and funds thereof deposited with the Escrow
Agent on or before December __, 1996 (the "Termination Date"), the Escrow Agent
shall promptly pay to each subscriber listed on the list held by the Escrow
Agent pursuant to Section 3 whose total subscription amount shall not have been
released pursuant to paragraph (c) of this Section 4, in the manner set forth
in paragraph (d) of this Section 4, the remaining subscription amount, together
with any interest thereon, held by the Escrow Agent as set forth on such list
held by the Escrow Agent.
b. In the event that (i) the Minimum Shares have been
subscribed for and funds in respect thereof shall have been deposited with the
Escrow Agent on or before the Termination Date and (ii) no Offering Termination
Notice shall have been delivered to the Escrow Agent, the Company and the
Placement Agent may deliver to the Escrow Agent a joint notice, substantially
in the form of Exhibit C hereto (a "Closing Notice"), designating the date on
which Shares are to be sold and delivered to the subscribers thereof (a
"Closing Date"), and identifying the subscribers and the number of the Shares
to be sold to each thereof on such Closing Date. The Escrow Agent, after
receipt of such Closing Notice, shall pay to the Placement Agent or its
designees on such Closing Date, in federal or other immediately available
funds, in the manner specified by the Company and the Placement Agent in such
Closing Notice, an amount (the "Placement Agent Fee") equal to the sum of (a) a
commission of 7% of the aggregate subscription amounts deposited into the
Escrow Account, plus
2
3
(b) an amount specified by the Placement Agent on an expense report in the form
of Exhibit D hereto (the "Placement Agent Expense Report"), which expenses
shall not exceed $_______. In addition, the Escrow Agent shall pay to the
Company or its designees on such Closing Date, in federal or other immediately
available funds, in the manner specified by the Company and the Placement Agent
in such Closing Notice, an amount equal to (i) the aggregate of the
subscription amounts paid by the subscribers identified in such Closing Notice
for the Shares to be sold on such Closing Date as set forth on the list held by
the Escrow Agent pursuant to Section 3, plus (ii) any and all interest on the
Escrowed Property, less (iii) the Placement Agent Fee.
c. If at any time and from time to time prior to the release
of any subscriber's total subscription amount pursuant to paragraph (a) or (b)
of this Section 4 from escrow, the Placement Agent shall deliver to the Escrow
Agent a notice, substantially in the form of Exhibit E hereto (a "Subscription
Termination Notice"), to the effect that any or all of the subscriptions of
such subscriber have been rejected by the Placement Agent (a "Rejected
Subscription"), the Escrow Agent shall, promptly after receipt of such
Subscription Termination Notice pay to such subscriber, in the manner set forth
in paragraph (d) of this Section 4, the amount of such Rejected Subscription,
including interest thereon.
d. For the purposes of this Section 4, any payment that the
Escrow Agent shall be required to make to any subscriber shall be made by wire
transfer of immediately available funds.
5. NOTICES. Any notices or other communication required or
permitted to be given hereunder shall be in writing and shall be (a)
transmitted by facsimile, (b) delivered by nationally recognized overnight
courier, (c) delivered by hand or (d) sent by mail, registered or certified,
with proper postage prepaid, and addressed as follows:
If to the Company, to:
Uranium Resources, Inc.
00000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn.: Xxxx Xxxxxxx
If to the Placement Agent, to:
EVEREN Securities, Inc.
00 Xxxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Attn.: Xxxx Xxxxxxx
3
4
If to the Escrow Agent, to:
Norwest Bank Colorado, N.A.
0000 Xxxxxxxx
Xxxxxx, XX 00000-0000
Attn.: Xxxxx Xxxxx
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All such
notices and communications, if mailed, shall be effective when deposited in the
mails, except that notices and communications to the Escrow Agent and notices
of changes of address shall not be effective until received.
6. CONCERNING THE ESCROW AGENT. To induce the Escrow Agent to act
hereunder, it is further agreed by the Company and the Placement Agent that:
a. The Escrow Agent shall not be under any duty to give the
Escrowed Property held by it hereunder any greater degree of care than it gives
its own similar property and shall not be required to invest any funds held
hereunder except as directed in this Escrow Agreement. Uninvested funds held
hereunder shall not earn or accrue interest.
b. This Escrow Agreement expressly sets forth all the duties
of the Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this Escrow Agreement against
the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the other parties hereto except his Escrow Agreement.
c. The Escrow Agent shall not be liable, except for its own
gross negligence or willful misconduct, and, except with respect to claims
based upon such gross negligence or willful misconduct that are successfully
asserted against the Escrow Agent, the other parties hereto shall jointly and
severally indemnify and hold harmless the Escrow Agent (and any successor
Escrow Agent) from and against any and all losses, liabilities, claims,
actions, damages and expenses, including reasonable attorneys' fees and
disbursements, arising out of and in connection with this Escrow Agreement.
Without limiting the foregoing, the Escrow Agent shall in no event be liable in
connection with its investment or reinvestment of any cash held by it hereunder
in good faith, in accordance with the terms hereof, including, without
limitation, any liability for any delays (not resulting from gross negligence
or willful misconduct) in the investment or reinvestment of the Escrowed
Property, or any loss of interest incident to any such delays.
d. The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the
4
5
correctness of any fact stated therein or the propriety or validity of the
service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it in good faith to be genuine and may assume, if in good
faith, that any person purporting to give notice or receipt or advice or make
any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so.
e. The Escrow Agent may act pursuant to the advice of counsel
with respect to any matter relating to this Escrow Agreement and shall not be
liable for any action taken or omitted in good faith and in accordance with
such advice.
f. The Escrow Agent does not have any interest in the
Escrowed Property deposited hereunder but is serving as escrow holder only.
Any payments of income from the Escrow Account shall be subject to withholding
regulations then in force with respect to United States taxes. The Company
will provide the Escrow Agent with appropriate forms for Tax I.D. number
certification, or non-resident alien certifications.
This paragraph (f) and paragraph (c) of this Section 6 shall survive
notwithstanding any termination of this Escrow Agreement or the resignation of
the Escrow Agent.
g. The Escrow Agent makes no representations as to the
validity, value, genuineness or the collectibility of any security or other
documents or instrument held by or delivered to it.
h. The Escrow Agent shall not be called upon to advise any
party as to the wisdom in selling or retaining or taking or refraining from any
action with respect to any securities or other property deposited hereunder.
i. The Escrow Agent (and any successor escrow agent) at any
time may be discharged from its duties and obligations hereunder by the
delivery to it of a notice of termination signed by both the Company and the
Placement Agent or at any time the Escrow Agent may resign by giving written
notice to such effect to the Company and the Placement Agent. Upon any such
termination or resignation, the Escrow Agent shall deliver the Escrowed
Property to any successor escrow agent jointly designated by the other parties
hereto in writing, or to any court of competent jurisdiction if no such
successor escrow agent is agreed upon, whereupon the Escrow Agent shall be
discharged of and from any and all further obligations arising in connection
with this Escrow Agreement. The termination or resignation of the Escrow Agent
shall take effect on the earlier of (i) the appointment of a successor
(including a court of competent jurisdiction) or (ii) the day that is 30 days
after the date of delivery: (A) to the Escrow Agent of the other parties'
notice of termination or (B) to the other parties hereto of the Escrow Agent's
written notice of resignation. If at that time
5
6
the Escrow Agent has not received a designation of a successor escrow agent,
the Escrow Agent's sole responsibility after that time shall be to keep the
Escrowed Property safe until receipt of a designation of successor escrow agent
or a joint written disposition instruction by the other parties hereto or an
enforceable order of a court of competent jurisdiction.
j. The Escrow Agent shall have no responsibility for the
contents of any writing of any third party contemplated herein as a means to
resolve disputes and may rely without any liability upon the contents thereof.
k. In the event of any disagreement among or between the
other parties hereto and/or the subscribers for the Shares resulting in adverse
claims or demands being made in connection with Escrowed Property, or in the
event that the Escrow Agent in good faith is in doubt as to what action it
should take hereunder, the Escrow Agent shall be entitled to retain the
Escrowed Property until the Escrow Agent shall have received (i) a final and
non-appealable order of a court of competent jurisdiction directing delivery of
the Escrowed Property or (ii) a written agreement executed by the other parties
hereto and consented to by the subscribers directing delivery of the Escrowed
Property, in which event the Escrow Agent shall disburse the Escrowed Property
in accordance with such order or agreement. Any court order referred to in (i)
above shall be accompanied by a legal opinion by counsel for the presenting
party satisfactory to the Escrow Agent to the effect that said court order is
final and non-appealable. The Escrow Agent shall act on such court order and
legal opinions without further question.
l. As consideration for its agreement to act as Escrow Agent
as herein described, the Company agrees to pay the Escrow Agent fees determined
in accordance with the terms set forth on Exhibit F hereto (and made a part of
this Escrow Agreement as if herein set forth). In addition, the Company agrees
to reimburse the Escrow Agent for all reasonable expenses, disbursements and
advances incurred or made by the Escrow Agent in performance of its duties
hereunder (including reasonable fees, expenses and disbursements of its
counsel).
m. The other parties hereto irrevocably (i) submit to the
jurisdiction of any state or federal court sitting in Denver County, Colorado
in any action or proceeding arising out of or relating to this Escrow
Agreement, (ii) agree that all claims with respect to such action or proceeding
shall be heard and determined in such state or federal court and (iii) waive,
to the fullest extent possible, the defense of an inconvenient forum. The
other parties hereby consent to and grant any such court jurisdiction over the
persons of such parties and over the subject matter of any such dispute and
agree that delivery or mailing of process or other papers in connection with
any such action or proceeding in the manner provided hereinabove, or in such
other manner as may be permitted by law, shall be valid and sufficient service
thereof.
6
7
n. No printed or other matter in any language (including,
without limitation, the Registration Statement, notices, reports and
promotional material) which mentions the Escrow Agent's name or the rights,
powers, or duties of the Escrow Agent shall be issued by the other parties
hereto or on such parties' behalf unless the Escrow Agent shall first have
given its specific written consent thereto. The Escrow Agent hereby consents
to the use of its name and the reference to the escrow arrangement in the
Registration Statement and to the filing of this Agreement as an exhibit to the
Registration Statement.
7. MISCELLANEOUS.
a. This Escrow Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and
assigns, heirs, administrators and representatives, and the subscribers of the
Shares and shall not be enforceable by or inure to the benefit of any other
third party except as provided in paragraph (i) of Section 6 with respect to
the termination of, or resignation by, the Escrow Agent. No party may assign
any of its rights or obligations under this Escrow Agreement without the
written consent of the other parties.
b. This Escrow Agreement shall be construed in accordance
with and governed by the internal law of the State of Colorado (without
reference to its rules as to conflicts of law).
c. This Escrow Agreement may only be modified by a writing
signed by all of the parties hereto and consented to by the subscribers of the
Shares adversely affected by such modifications. No waiver hereunder shall be
effective unless in a writing signed by the party to be charged.
d. This Escrow Agreement shall terminate upon the payment
pursuant to Section 4 of all amounts held in the Escrow Account.
e. The section headings herein are for convenience only and
shall not affect the construction thereof. Unless otherwise indicated,
references to Sections are to Sections contained herein.
f. This Escrow Agreement may be executed in one or more
counterparts but all such separate counterparts shall constitute but one and
the same instrument.
7
8
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement
to be executed as of the day and year first above written.
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
8
9
EXHIBIT A
Summary of Cash Received for Subscription for Shares of Common Stock,
SUBSCRIBER'S NUMBER OF AMOUNT OF DATE RECEIVED
NAME SHARES SUBSCRIPTION -------------
---- ------ RECEIVED
--------
9
10
EXHIBIT B
Form of Offering Termination Notice
Dear Ladies/Gentlemen:
Pursuant to Section 4(a) of the Escrow Agreement dated as of December
__ 1996 (the "Escrow Agreement") among Uranium Resources, Inc. (the "Company"),
EVEREN Securities, Inc. (the "Placement Agent") and you, the Company and the
Placement Agent hereby notify you of the termination of the offering of the
Shares (as that term is defined in the Escrow Agreement) and direct you to make
payments to the subscribers and the Company provided for in Section 4(a) of the
Escrow Agreement.
Very truly yours,
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
10
11
EXHIBIT C
Form of Closing Notice
Dear Sirs:
Pursuant to Section 4(b) of the Escrow Agreement dated as of December __
1996 (the "Escrow Agreement") among Uranium Resources, Inc. (the "Company"),
EVEREN Securities, Inc. (the "Placement Agent") and you, the Company and the
Placement Agent hereby certify that subscription for the Minimum Shares (as
that term is defined in the Escrow Agreement) have been received and the
Company will sell and deliver _____ Shares to the subscribers thereof at a
closing to be held on _______, 1996 (the "Closing Date"). The names of the
subscribers concerned, the number of Shares subscribed for by each of such
subscribers and the related subscription amounts are set forth on the schedule
annexed hereto.
We hereby request that the aggregate subscription amount be paid as follows:
To the Placement Agent:
Wire transfer $________ to the Placement Agent's account at
Citibank New York, ABA# 000000000, for the account of Everen
Clearing Corp. (#38897669)
To the Company:
Wire transfer the balance of the Escrow Account to the Company's
account at
Very truly yours,
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
11
12
EXHIBIT D
Placement Agent Expense Report
12
13
EXHIBIT E
Form of Subscription Termination Notice
Dear Sirs:
Pursuant to Section 4(c) of the Escrow Agreement dated as of December
__, 1996 (the "Escrow Agreement") among Uranium Resources, Inc. (the
"Company"), EVEREN Securities, Inc. (the "Placement Agent") and you, the
Placement Agent hereby notifies you that the subscriptions of the subscribers
set forth below have been rejected:
Subscriber Name Number of Shares of Rejected Subscription
Rejected Subscription Amount
You are hereby directed to make payments to the aforementioned subscribers as
provided for in Section 4(c) of the Escrow Agreement.
Very truly yours,
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
13
14
EXHIBIT F
Escrow Agent Fee Schedule
Fees
NORWEST BANK COLORADO
CORPORATE TRUST SERVICES
SUBSCRIPTION ESCROW FEE SCHEDULE
URANIUM RESOURCES, INC.
INCEPTION AND ADMINISTRATION FEE
o $3,000 for a custom drafted escrow agreement
The Inception and Administration Fee, payable when the account is opened,
covers legal review of drafts and final documents, attendance at closings, and
establishment and maintenance of the account.
TRANSACTION CHARGES WHEN AND IF APPLICABLE
Security Transactions $25.00
Wire Transfers (Outgoing Only) $15.00
Aggregate Daily Receipts $15.00
Disbursements $5.00
Preparation Interest Allocations $10.00/
calculation
Preparing and Filing Taxpayer Reports
Each 1099 $5.00
Minimum Charge $100.00
EXTRAORDINARY SERVICES
Additional reasonable compensation will be charged for extraordinary services
based on our then current standard hourly charge. Extraordinary services
include, but are not limited to, processing assignments of escrow interests,
reviewing and accepting modifications or amendments to the escrow agreement,
and letter of credit laws.
14
15
REIMBURSABLES
All out-of-pocket expenses incurred in the administration of the account,
including postage, telephone charges, insurance, photocopies, supplies, and
legal fees, with the exception of legal fees incurred at the inception of the
account, will be billed to the customer at cost.
OVERDRAFTS
Any overdrafts at Norwest Bank Colorado caused by failed or incomplete wires of
funds or failed or incomplete securities deliveries will be reimbursable to
Norwest Bank Colorado at prime plus two percent (2%).
Norwest Bank Colorado
15
