PURCHASE AGREEMENT
This Purchase Agreement (“Agreement”) is made and entered into as of the 10th day of October, 2007 by and between American Uranium Corporation, a Nevada corporation (“Purchaser”), 000 00xx Xxxxxx, Xxxxx 0000 Xxxxx, Xxxxxx, Xxxxxxxx 00000, and Power Resources, Inc., a Wyoming corporation (“PRI”), 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000. Purchaser and PRI are referred to collectively in this Agreement as the “Parties,” and individually as a “Party.”
| RECITALS |
| WHEREAS, PRI owns data on the Reno Creek uranium prospect located in Xxxxxxxx County, Wyoming, consisting of drill hole geophysical logs, lithologic logs, drill hole maps, geologic cross sections, and environmental data (referred to herein collectively as the “Geologic Data”), all more particularly described in Exhibit A attached hereto. |
| WHEREAS, Purchaser owns or controls an interest in certain mining properties at the Reno Creek prospect. Purchaser’s mining properties that comprise this prospect are described in Exhibit B attached hereto. |
|
|
| WHEREAS, Purchaser desires to purchase the Geologic Data from PRI that pertains to the mining properties Purchaser currently owns or controls (the “Purchased Geologic Data”). |
| WHEREAS, PRI wishes to grant Purchaser the exclusive right to purchase the Purchased Geologic Data from PRI under the terms and conditions set forth in this Agreement. |
| NOW
THEREFORE, in consideration of the premises and of the mutual promises,
representations, covenants, conditions and agreements contained herein,
the parties hereto, intending to be legally bound by the terms hereof,
covenant and agree as follows: |
| 1. | PURCHASE AND SALE OF DATA. |
In accordance with the terms and conditions of this Agreement, PRI hereby agrees to sell, and Purchaser agrees to purchase, at and on the date of the Closings described in Section 4 below, the Purchased Geologic Data.
| 2. | PURCHASE PRICE. |
The Purchased Geologic Data to be sold by PRI to Purchaser with respect to the Reno Creek prospect is described in Exhibit A attached hereto. The Parties agree that the Purchased Geologic Data shall consist of only data that pertains to Purchaser’s properties described in Exhibit attached hereto and which Pruchaser owns or controls at the time of execution of this Agreement, and it shall not include any interpretive data prepared by PRI.
The consideration to be paid by Purchaser to PRI for the Purchased Geologic Data shall be $950,000 (U.S.).
| 3. | DATA REVIEW. |
The Purchased Geologic Data shall be assembled by PRI at its Casper, Wyoming office for Purchaser’s review within fortyfive days from the date of this Agreement. Purchaser may conduct its review of the Purchased Geologic Data upon providing three business days prior written notice to PRI, during PRI’s regular business hours. Purchaser may review the Purchased Geologic Data to satisfy itself that the Purchased Geologic Data is in a condition satisfactory to Purchaser, but shall not be entitled to make copies of any of the Purchased Geologic Data. Should Purchaser determine, in its sole discretion, that the Purchased Geologic Data is not satisfactory, Purchaser shall give PRI written notice that it is terminating its right to purchase the Purchased Geologic Data and list the data deficiencies that resulted in such decision. Such notice shall be delivered to PRI, in accordance with Section 8, within five days after Purchaser’s review of the Purchased Geologic Data. PRI may, in its sole discretion, elect to cure the data deficiencies identified by the Purchaser. PRI's failure to cure the deficiencies within thirty days of its receipt of Purchaser’s rejection notice shall cause this Agreement to automatically terminate, unless the Parties agree otherwise in writing.
| 4. | CLOSING. |
The closings for the purchase and sale of the Purchased Geologic Data shall be no later than ten days after Purchaser reviews and accepts the Purchased Geologic Data. Closings shall be at a date and time mutually acceptable to Purchaser and PRI, but in no event shall the Closing be later than December 31, 2007.
At the Closing for the Purchased Geologic Data, Purchaser shall deliver to PRI $950,000 (U.S.) in the form of a cashier’s check, or wire transfer. Purchaser shall also pay any sales or use taxes, if any, applicable to the sale of the Purchased Geologic Data.
At the Closing PRI shall deliver to Purchaser a Xxxx of Sale for the Purchased Geologic Data, in the form of Exhibit C attached hereto. At the Closing, title to the Purchased Geologic Data and risk of loss with respect thereto shall pass to Purchaser upon delivery of the Xxxx of Sale by PRI.
Following the Closing, Purchaser shall have access to the delivery site during normal business hours to facilitate the safeguarding and removal of the Purchased Geologic Data. Purchaser shall, at its sole expense, remove the Purchased Geologic Data it has purchased from the Casper office within five business days following that Closing, unless other arrangements are mutually agreed upon between the Parties.
| 5. | CONDITIONS TO CLOSING. |
PRI shall have no obligation to consummate the Closing of the sale of the Purchased Geologic Data if the representations and warranties of Purchaser set forth in Section 7 are not true and correct as of the Closing. Neither Party shall be obligated to consummate the Closing of the sale of the Purchased Geologic Data if any court, arbitrator or governmental agency shall have issued any order, decree or ruling, or if there exists any statute, rule or regulation restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby.
2
| 6. | WARRANTY BY PRI. |
Nothing in this Agreement, or otherwise, shall be construed to obligate PRI to furnish any information other than the Purchased Geologic Data to the Purchaser.
THE PURCHASED GEOLOGIC DATA IS SOLD “AS IS” AND PRI EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED GEOLOGIC DATA, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, QUALITY OR COMPLETENESS OF THE PURCHASED GEOLOGIC DATA, ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE, THE PRESENCE OR ABSENCE OF COMMERCIAL QUANTITIES OF URANIUM IN ANY PROPERTIES OWNED OR TO BE ACQUIRED BY PURCHASER, OR THE PAST, PRESENT OR FUTURE VALUE OF THE PURCHASED GEOLOGIC DATA. PURCHASER AGREES THAT IT SHALL RELY ON THE PURCHASED GEOLOGIC DATA AT ITS SOLE RISK.
| 7. | WARRANTY BY PURCHASER. |
Purchaser represents and warrants to PRI that the Reno Creek mining properties described on Exhibit B are owned or controlled by Purchaser, and that Purchaser has the right to explore, develop and mine minerals from those mining properties.
Purchaser represents and warrants to PRI that it will rely solely on its own interpretation of any of the Purchased Geologic Data. Purchaser agrees to defend, indemnify and hold PRI, its shareholders, directors, officers, employees and affiliates, harmless from and against any and all claims, demands and liabilities in connection with or in any way arising out of Purchaser’s use of the Purchased Geologic Data and the information contained therein.
| 8. | NOTICES. |
Any notices and other communications required by this Agreement shall be in writing and shall be deemed given on the day when delivered personally or by facsimile transmission (with confirmation), on the next business day when delivered to a nationally recognized overnight courier, or three (3) business days after deposited as certified mail, return receipt requested, addressed to the recipient Party at its address set forth below, or at such other address or facsimile number for a Party as shall be specified by like notice:
| If to PRI: | If to Purchaser: |
| Power Resources, Inc. | American Uranium Corporation |
| 000 Xxxxx Xxxx. Xxxxx 000 | 000 00xx Xxxxxx, Xxxxx 0000 Xxxxx |
| Xxxxxxxx, Xxxxxxxx 00000 | Xxxxxx, Xxxxxxxx 00000 |
| Attention: Xxxxxxx X. Xxxxxxxx, | Attention: Xxxxxx X. Xxxx |
| President | President |
| Facsimile: 000-000-0000 | Facsimile: 000-000-0000 |
3
| 9. | ASSIGNMENT. |
Purchaser shall not assign or delegate its rights, interests or obligations under this Agreement to any third party.
| 10. | GOVERNING LAW. |
The validity, performance, and enforcement of this Agreement shall be governed by the laws of the State of Wyoming without giving effect to the principles of conflicts of law of such state.
| 11. | TERMINATION. |
Purchaser shall have the right to terminate this Agreement, in accordance with the provisions of Section 3, by giving written notice to PRI of such election in accordance with the provisions of Section 8.
In the event of a default hereunder on the part of Purchaser, PRI shall give to Purchaser written notice specifying the particular default or defaults asserted, and Purchaser shall have fifteen days after the receipt of said notice within which to cure such specified defaults. In the event such curative action is not so completed, PRI may elect to terminate this Agreement by notice to Purchaser as provided in Section 8, which such termination shall be effective immediately upon Purchaser’s receipt of such notice. In addition, this Agreement shall terminate automatically if the Closing has not occurred, for whatever reason, by December 31, 2007.
| 12. | OTHER BUSINESS OPPORTUNITIES. |
This Agreement is, and the rights and obligations of the Parties are, strictly limited to the matters set forth herein. Each of the Parties shall have the free and unrestricted right to independently engage in and receive the full benefits of any and all business ventures of any sort whatever, whether or not competitive with the matters contemplated hereby, without consulting the other or inviting or allowing the other to participate therein. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to any other activity, venture, or operation of either Party, whether within, adjacent to, nearby, or removed from the Reno Creek uranium prospect, and neither Party shall have any obligation to the other with respect to any opportunity to acquire any interest in any real or personal property at any time, regardless of whether the incentive or opportunity of a Party to acquire any such property interest may be based, in whole or in part, upon the Geologic Data.
| 13. | ARBITRATION. |
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settle by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Emergency Interim Relief Procedures), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration shall take place in the city of Denver, Colorado. In no event, whether as a result of breach of contract, tort liability (regardless of the degree of fault or negligence and whether ordinary or gross, sole, joint or concurrent, or active or
4
passive), strict liability or otherwise, shall one Party be liable to the other Party for consequential, special, incidental, indirect or punitive damages of any nature whatsoever, including, but not limited to, damages for loss of revenue, lost opportunities, lost profits, costs of capital, claims of clients or customers, and costs and expenses incurred in connection with pursuing investment opportunities.
| 14. | ENTIRE AGREEMENT. |
This Agreement constitutes the entire agreement and understanding between the Parties and integrates all prior discussions and writings between them related to the subject matter hereof. This Agreement may be amended or modified only pursuant to a written instrument executed by an authorized representative of each Party. This Agreement may be executed in two counterparts which shall together constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| Power Resources, Inc. | American Uranium Corporation |
| By: /s/ Xxxxxxx X. Xxxxxxxx | By: /s/ Xxxxxx X. Xxxx |
| Xxxxxxx X. Xxxxxxxx, President | Xxxxxx X. Xxxx, President |
| Power Resources, Inc. | |
| By: /s/ Xxxxxxx X. Xxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxx, Manager, Land and | |
| Evaluation |
5
| EXHIBIT A |
| TO |
| PURCHASE AGREEMENT |
| DATED OCTOBER 10, 2007 |
The Purchased Geologic Data consists of an electronic data base of approximately 1,100 drill logs; paper copies of the logs; reduced logs; lithologies; and digitized drill hole maps; and miscelanious geologic and environmental data. The data pertains to the following lands:
T43N, R73W 6th P. M. Xxxxxxxx County, Wyoming
Section 27: W/2
Section 28: W/2 Section 29: S/2
Section 30: E/2SE/4
Section 33: N/2
Section 34:
All Section 35: W/2
| EXHIBIT B |
| TO |
| PURCHASE AGREEMENT |
| DATED OCTOBER 10, 2007 |
UNUNPATENTED LODE MINING CLAIMS
| BLM Serial No. | Claim Name | Xxxxxxx | Xxxxxxxx | Xxxxx |
| XXX000000 | WR - 1 | 30 | 43N | 73W |
| WMC261870 | WR - 2 | 30 | 43N | 73W |
| WMC261871 | WR - 3 | 30 | 43N | 73W |
| WMC261872 | WR - 4 | 30 | 43N | 73W |
| WMC261873 | WR - 5 | 30 | 43N | 73W |
| WMC261874 | WR - 6 | 30 | 43N | 73W |
| WMC261875 | WR - 7 | 29, 30 | 43N | 73W |
| WMC261876 | WR - 8 | 29, 30 | 43N | 73W |
| WMC261877 | WR - 9 | 29 | 43N | 73W |
| WMC261878 | WR - 10 | 29 | 43N | 73W |
| XXX000000 | WR - 11 | 29 | 43N | 73W |
| WMC261880 | WR - 12 | 29 | 43N | 73W |
| WMC261881 | WR - 13 | 29 | 43N | 73W |
| WMC261882 | WR - 14 | 29 | 43N | 73W |
| WMC261883 | WR - 15 | 29 | 43N | 73W |
| WMC261884 | WR - 16 | 29 | 43N | 73W |
| WMC261885 | WR - 17 | 29 | 43N | 73W |
| WMC261886 | WR - 18 | 29 | 43N | 73W |
| XXX000000 | WR - 19 | 29 | 43N | 73W |
| WMC261888 | WR - 20 | 29 | 43N | 73W |
| WMC261889 | WR - 21 | 29 | 43N | 73W |
| WMC261890 | WR - 22 | 29 | 43N | 73W |
| WMC261891 | WR - 23 | 29 | 43N | 73W |
| WMC261892 | WR - 24 | 29 | 43N | 73W |
| WMC261893 | WR - 25 | 28 | 43N | 73W |
| WMC261894 | WR - 26 | 28 | 43N | 73W |
| XXX000000 | WR - 27 | 28 | 43N | 73W |
| WMC261896 | WR - 28 | 28 | 43N | 73W |
| WMC261897 | WR - 29 | 28 | 43N | 73W |
| WMC261898 | WR - 30 | 28 | 43N | 73W |
| WMC261899 | WR - 31 | 28 | 43N | 73W |
| WMC261900 | WR - 32 | 28 | 43N | 73W |
| WMC261901 | WR - 33 | 28 | 43N | 73W |
| WMC261902 | WR - 34 | 28 | 43N | 73W |
| XXX000000 | WR - 35 | 28 | 43N | 73W |
| WMC261904 | WR - 36 | 28 | 43N | 73W |
| WMC261905 | WR - 37 | 28 | 43N | 73W |
| WMC261906 | WR - 38 | 28 | 43N | 73W |
| WMC261907 | WR - 39 | 28 | 43N | 73W |
| WMC261908 | WR - 40 | 28 | 43N | 73W |
| WMC261909 | WR - 41 | 28 | 43N | 73W |
| WMC261910 | WR - 42 | 28 | 43N | 73W |
| XXX000000 | WR - 43 | 28, 33 | 43N | 73W |
| WMC261912 | WR - 44 | 28,33 | 43N | 73W |
| WMC261913 | WR - 45 | 33 | 43N | 73W |
| WMC261914 | WR - 46 | 33 | 43N | 73W |
| WMC261915 | WR - 47 | 33 | 43N | 73W |
| WMC261916 | WR - 48 | 33 | 43N | 73W |
| WMC261917 | WR - 49 | 33 | 43N | 73W |
| WMC261918 | WR - 50 | 33 | 43N | 73W |
| WMC261919 | WR - 51 | 33 | 43N | 73W |
| WMC261920 | WR - 52 | 33 | 43N | 73W |
| WMC261921 | WR - 53 | 33 | 43N | 73W |
| WMC261922 | WR - 54 | 33, 34 | 43N | 73W |
| WMC261923 | WR - 55 | 33 | 43N | 73W |
| WMC261924 | WR - 56 | 33, 34 | 43N | 73W |
| WMC261925 | WR - 57 | 33 | 43N | 73W |
| WMC261926 | WR - 58 | 33, 34 | 43N | 73W |
| WMC261927 | WR - 59 | 33 | 43N | 73W |
| WMC261928 | WR - 60 | 33, 34 | 43N | 73W |
| XXX000000 | WR - 61 | 33 | 43N | 73W |
| WMC261930 | WR - 62 | 33, 34 | 43N | 73W |
| WMC261931 | WR - 63 | 27 | 43N | 73W |
| WMC261932 | WR - 64 | 27 | 43N | 73W |
| WMC261933 | WR - 65 | 27 | 43N | 73W |
| WMC261934 | WR - 66 | 27 | 43N | 73W |
| WMC261935 | WR - 67 | 27 | 43N | 73W |
| WMC261936 | WR - 68 | 27 | 43N | 73W |
| XXX000000 | WR - 69 | 27 | 43N | 73W |
| WMC261938 | WR - 70 | 27 | 43N | 73W |
| WMC261939 | WR - 71 | 27 | 43N | 73W |
| WMC261940 | WR - 72 | 27 | 43N | 73W |
| WMC261941 | WR - 73 | 27 | 43N | 73W |
| WMC261942 | WR - 74 | 27 | 43N | 73W |
| WMC261943 | WR - 75 | 27 | 43N | 73W |
| WMC261944 | WR - 76 | 27 | 43N | 73W |
| XXX000000 | WR - 77 | 27 | 43N | 73W |
| WMC261946 | WR - 78 | 27 | 43N | 73W |
| WMC261947 | WR - 79 | 27 | 43N | 73W |
| WMC261948 | WR - 80 | 27 | 43N | 73W |
| WMC272862 | SC 1 | 27, 37 | 43N | 73W |
| WMC272863 | SC 2 | 28, 34 | 43N | 73W |
| WMC272864 | SC 3 | 34 | 43N | 73W |
| WMC272865 | SC 4 | 34 | 43N | 73W |
| WMC272866 | SC 5 | 34 | 43N | 73W |
| WMC272867 | SC 6 | 34 | 43N | 73W |
| XXX000000 | SC 7 | 34 | 43N | 73W |
| WMC272869 | SC 8 | 34 | 43N | 73W |
| WMC272870 | SC 9 | 34 | 43N | 73W |
| WMC272871 | SC 10 | 34 | 43N | 73W |
| WMC272872 | SC 11 | 34 | 43N | 73W |
| WMC272873 | SC 12 | 34 | 43N | 73W |
| WMC272874 | SC 13 | 34 | 43N | 73W |
| WMC272875 | SC 14 | 34 | 43N | 73W |
| XXX000000 | SC 15 | 34 | 43N | 73W |
| WMC272877 | SC 16 | 34 | 43N | 73W |
| WMC272880 | SC 19 | 28, 34 | 43N | 73W |
| WMC272881 | SC 20 | 34, 35 | 43N | 73W |
| WMC272882 | SC 21 | 34 | 43N | 73W |
| WMC272883 | SC 22 | 34, 35 | 43N | 73W |
| XXX000000 | SC 23 | 34 | 43N | 73W |
| WMC272885 | SC 24 | 34, 35 | 43N | 73W |
| WMC272886 | SC 25 | 34 | 43N | 73W |
| WMC272887 | SC 26 | 34, 35 | 43N | 73W |
| WMC272888 | SC 27 | 34 | 43N | 73W |
| WMC272889 | SC 28 | 34, 35 | 43N | 73W |
| WMC272890 | SC 29 | 34 | 43N | 73W |
| WMC272891 | SC 30 | 34, 35 | 43N | 73W |
| XXX000000 | SC 31 | 34 | 43N | 73W |
| WMC272893 | SC 32 | 34, 35 | 43N | 73W |
| WMC272894 | SC 33 | 34 | 43N | 73W |
| WMC272895 | SC 34 | 34, 35 | 43N | 73W |
| WMC272898 | SC 37 | 26 | 43N | 73W |
| WMC272899 | SC 38 | 35 | 43N | 73W |
| XXX000000 | SC 39 | 35 | 43N | 73W |
| WMC272901 | SC 40 | 35 | 43N | 73W |
| WMC272902 | SC 41 | 35 | 43N | 73W |
| WMC272903 | SC 42 | 35 | 43N | 73W |
| WMC272904 | SC 43 | 35 | 43N | 73W |
| WMC272905 | SC 44 | 35 | 43N | 73W |
| EXHIBIT C |
| TO |
| PURCHASE AGREEMENT |
| DATED OCTOBER 10, 2007 |
| XXXX OF SALE |
Power Resources, Inc., a Wyoming corporation, whose address is 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (“Seller”), in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by American Uranium Corporation, a Nevada corporation, whose address is 000 00xx Xxxxxx, Xxxxx 0000 Xxxxx, Xxxxxx, Xxxxxxxx 00000 (“Purchaser”), the receipt and sufficiency of which are hereby acknowledged, does hereby grant, sell, transfer and deliver to Purchaser that certain Geologic Data more particularly described in Exhibit A attached hereto and made a part hereof.
THE GEOLOGIC DATA IS SOLD “AS IS” AND SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE GEOLOGIC DATA, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, QUALITY OR COMPLETENESS OF THE GEOLOGIC DATA, ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE, THE PRESENCE OR ABSENCE OF COMMERCIAL QUANTITIES OF URANIUM IN ANY PROPERTIES OWNED OR TO BE ACQUIRED BY PURCHASER, OR THE PAST, PRESENT OR FUTURE VALUE OF THE GEOLOGIC DATA. PURCHASER AGREES THAT IT SHALL RELY ON THE GEOLOGIC DATA AT ITS SOLE RISK.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Xxxx of Sale this ___ day of _________, 2007.
| Power Resources, Inc. | American Uranium Corporation |
| By: ___________________________ | By: _____________________ |
| Name: _________________________ | Name: ___________________ |
| Title: __________________________ | Title: ____________________ |
| Exhibit A |
| To |
| Xxxx of Sale |
| Dated _________, 2007 |
The Purchased Geologic Data consists of an electronic data base of approximately 1,100 drill logs; paper copies of the logs; reduced logs; lithologies; and digitized drill hole maps; and miscelanious geologic and environmental data. The data pertains to the following lands:
| T43N, R73W 6th P. M. Xxxxxxxx County, Wyoming |
Section 27: W/2
Section 28:
W/2
Section 29: S/2
Section 30: E/2SE/4
Section 33: N/2
Section
34: All
Section 35: W/2
