URANIUM ENERGY CORP. -AND- URANIUM ROYALTY CORP. ROYALTY PURCHASE AGREEMENT August 20, 2018

 

Exhibit 10.67

 

EXECUTION VERSION

 

URANIUM ENERGY CORP.

 

-AND-

 

URANIUM ROYALTY CORP.

 

 

 

 

August 20, 2018

 

 

 

 

TABLE OF CONTENTS

 

		Page
ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Headings	9
1.3	Extended Meanings	10
1.4	Statutory References	10
1.5	Accounting Principles	10
1.6	Currency	10
1.7	Consent	10
1.8	Performance on Holidays	10
1.9	Calculation of Time	10
1.10	Schedules	11
ARTICLE 2 PURCHASE AND SALE OF ROYALTIES		11
2.1	Purchase and Sale of Royalties	11
2.2	Payment of Purchase Price	11
2.3	Place of Closing	11
2.4	Closing	12
2.5	Consideration Shares	12
2.6	Allocation of Purchase Price	15
ARTICLE 3 CONDITIONS		15
3.1	Closing Conditions for the Benefit of the Purchaser	15
3.2	Closing Conditions for the Benefit of UEC	17
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF UEC		18
4.1	Representations and Warranties of UEC	18
4.2	Survival of the Representations, Warranties and Covenants	19
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		19
5.1	Representations and Warranties of the Purchaser	19
5.2	Survival of the Representations, Warranties and Covenants	19
ARTICLE 6 COVENANTS		20
6.1	Representations and Warranties of UEC	20
6.2	Representations and Warranties of the Purchaser	20
6.3	Taxes	20
6.4	Compliance Verification and Access	21
6.5	Additional Covenants of UEC	21

 

 

ARTICLE 7 INDEMNIFICATION		23
7.1	Indemnity of UEC	23
7.2	Indemnity of Purchaser	24
7.3	Notice of and Defence of Third Party Claims	24
7.4	Tax Treatment of Indemnity Payments	25
ARTICLE 8 GENERAL		26
8.1	Further Assurances	26
8.2	Third Party Beneficiaries	26
8.3	Time of the Essence	26
8.4	Fees and Expenses	26
8.5	Benefit of the Agreement	26
8.6	Entire Agreement	26
8.7	Amendments and Waiver	26
8.8	Assignment	27
8.9	Notices	27
8.10	Governing Law	28
8.11	Counterparts and Faxed Signatures	28
8.12	Paramountcy	29

 

SCHEDULES
Schedule "A"	-	Representations and Warranties of UEC
Schedule "B"	-	Representations and Warranties of the Purchaser
Schedule "C"	-	▇▇▇▇▇▇▇▇ Property
Schedule "D"	-	Slick Rock Property
Schedule "E"	-	▇▇▇▇▇▇▇ Creek Property
Schedule "F"	-	Form of Royalty
Schedule "G"	-	Consents and Approvals
Schedule "H"	-	Form of Declaration

 

 

ROYALTY PURCHASE agreement

 

THIS AGREEMENT made as of August 20, 2018.

 

BETWEEN:

 

uranium energy corp., a corporation existing under the laws of Nevada and having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

 

("UEC");

 

AND:

 

URANIUM ROYALTY CORP., a corporation existing under the laws of Canada and having an address at ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

 

(the "Purchaser").

 

WHEREAS UEC owns a 100% interest in each of the Slick Rock Property and the ▇▇▇▇▇▇▇ Creek Property and, through its wholly-owned subsidiary, CMC, owns a 100% interest in the ▇▇▇▇▇▇▇▇ Property.

 

AND WHEREAS UEC and the Purchaser wish to enter into a transaction pursuant to which, among other things, UEC shall create, grant and sell, and cause CMC to create, grant and sell, to the Purchaser, the Royalties on the Properties upon and subject to the terms and conditions hereinafter set forth.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

 

ARTICLE 1
INTERPRETATION

1.1

Definitions

 

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

 

(a)

"Affiliate" means as to any Person, any other Person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person;

 

(b)

"Agreement" means this agreement and the Schedules attached hereto and all amendments, restatements or replacements made hereto by written agreement between the Parties;

 

 

(c)

"▇▇▇▇▇▇▇▇ Property" means the certain mining claims located in Yavapai County, Arizona as set out in Schedule "C" to this Agreement together with any present or future renewal, extension, modification, relocation, substitution, amalgamation, replacement, succession, conversion, concession, demise to lease, renaming or variation of any of those mining claims or additional acquired interests (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain);

 

(d)

"▇▇▇▇▇▇▇▇ Royalty" means the 1.0% net smelter returns royalty on the ▇▇▇▇▇▇▇▇ Property to be created and granted by CMC and delivered by UEC to the Purchaser at Closing in respect of the ▇▇▇▇▇▇▇▇ Property, as more particularly described in the ▇▇▇▇▇▇▇▇ Royalty Agreement;

 

(e)

"▇▇▇▇▇▇▇▇ Royalty Agreement" means the royalty agreement to be entered into by CMC and the Purchaser at Closing, in the form substantially similar to the form attached as Schedule "F" to this Agreement, with such amendments and modifications as reasonably necessary to reflect Applicable Law in the State of Arizona;

 

(f)

"▇▇▇▇▇▇▇▇ Technical Report" means the NI 43-101 technical report titled "Technical Report on the ▇▇▇▇▇▇▇▇ Uranium Project, Yavapai County, Arizona, USA" prepared for UEC by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ with an effective date of April 15, 2012;

 

(g)

"Applicable Law" or "Law" in respect of any Person, property, transaction or event, means all laws, statutes, treaties, regulations, and enforceable judgments, orders and decrees, domestic and foreign, applicable to that Person, property, transaction or event and, in each case having the force of law, all applicable official directives, rules, protocols, consents, approvals, authorizations, guidelines, orders and policies of any Governmental Body having or purporting to have authority over that Person, property, transaction or event;

 

(h)

"Books and Records" means all scientific and technical, financial, accounting, business, tax and employee information, records and files, in any form whatsoever (including written, printed or electronic form or stored on computer discs or other data and software storage devices) related to any of the Projects, including regulatory filings and returns, books of account and related original source documentation, actuarial, tax and accounting information, geological and metallurgical data, drill hole logs, cross sections and assay results, reports, technical reports, files, lists, drawings, plans, logs, briefs, computer program documentation, mining plans, Environmental reports, employee data and records, written employment manuals and employment policies;

 

(i)

"Business" means the business of UEC and CMC as presently conducted and as disclosed in the UEC Public Documents, including the mineral exploration and development of each of the Properties;

 

 

(j)

"Business Day" means a day that is not a Saturday, Sunday or any other day which is a statutory holiday in Vancouver, British Columbia, Denver, Colorado or Phoenix, Arizona;

 

(k)

"Claim" means any claim of any nature whatsoever, including any demand, Liability, grievance, obligation, debt, damage, cost, action, cause of action, suit, proceeding, judgment, award, assessment, reassessment or notice of determination of Loss;

 

(l)

"Closing" means completion of the sale to and purchase by the Purchaser of the Royalties and the completion of all other transactions contemplated by this Agreement that are to occur at the same time as the sale and purchase of the Royalties;

 

(m)

"Closing Date" means two (2) Business Days following the date on which all of the conditions precedent to Closing set forth in Article 3 of this Agreement have been satisfied or waived, or such other date as the Parties may agree upon in writing as the date upon which the Closing shall take place;

 

(n)          "Closing Document'' means any document delivered at or subsequent to the Time of Closing as provided in or pursuant this Agreement, including the Royalty Agreements;

 

(o)          "CMC" means UEC Concentric Merge Corp., a corporation organized under the laws of Nevada;

 

(p)          "Confidential Information" means all information relating to or provided under this Agreement and the Royalties, in any form and whether or not stated or noted to be confidential, other than information which is or becomes available to the public other than as a result of a breach of Section 6.6 of this Agreement;

 

(q)          "Consideration Shares" has the meaning ascribed to that term in Section 2.2 of this Agreement;

 

(r)          "Contract'' of any Person means all contracts, licences, sub-licences, agreements, commitments, entitlements, undertakings, understandings and engagements to which such Person is a party or by which such Person is bound, whether written, oral or otherwise, and includes any manufacturer's or supplier's warranty, guarantee or commitment (express or implied) and includes the Concession Agreement;

 

(s)          "Control" means:

 

(i)

when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person at the relevant time of shares of such corporation carrying more than 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation or carrying sufficient rights to elect a majority of the directors of such corporation or the ability of such Person to elect or appoint a majority of the directors or influence the voting of a majority of the directors through contract, understanding or other arrangement; and

 

 

(ii)

when applied to the relationship between a Person and a partnership or joint venture, the beneficial ownership by such Person at the relevant time of more than 50% of the ownership interests of the partnership or joint venture in circumstances where it can reasonably be expected that such Person directs the affairs of the partnership or joint venture;

 

and the words "Controlled by", "Controlling" and similar words have corresponding meanings; provided that a Person (the "first-mentioned Person") who Controls a corporation, partnership or joint venture (the "second-mentioned Person") shall be deemed to Control: (i) a corporation, partnership or a joint venture (the "third-mentioned Person") which is Controlled by the second- mentioned Person, (ii) a corporation, partnership or joint venture which is controlled by the third-mentioned Person, and (iii) so on;

 

(t)

"Disclosure Schedule" means the disclosure schedule of even date herewith executed by UEC and delivered to the Purchaser concurrently with the execution of this Agreement;

 

(u)

''Disposal" means any disposal by any means including dumping, incineration, spraying, pumping, injecting, depositing or burying;

 

(v)

"Environment" includes the air, surface water, groundwater, body of water, any land, soil or underground space even if submerged under water or covered by a structure, all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matters and living organisms and the environment or natural environment as defined in any Environmental Law and "Environmental" will have a similar extended meaning;

 

(w)

"Environmental Laws" means any Applicable Laws relating in whole or in part to the Environment including but not limited to, those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance;

 

(x)

"Exchange" means the TSX Venture Exchange or such other stock exchange in Canada on which the common shares of the Purchaser are first voluntarily listed for trading by the Purchaser;

 

(y)

"Financial Statements" mean, collectively, the audited consolidated financial statements of UEC for the fiscal year ended July 31, 2017 and any unaudited financial statements of UEC for any subsequent interim or quarterly period prior to the Closing Date as filed with the United States Securities and Exchange Commission and any Canadian securities regulatory authorities;

 

 

(z)

"Governmental Approval" means any authorization, consent, approval, licence, ruling, permit, concession, certification, exemption, filing, variance, order, judgment, decree, publication, notice to, declaration of or with or registration by or with any Governmental Body;

 

(aa)

"Governmental Body" means any domestic or foreign government, including any national, state, regional, municipal or local government, governmental department, commission, board, bureau, agency, authority or instrumentality, or any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing entities, including all tribunals, commissions, boards, bureaux, arbitrators and arbitration panels, and any authority or other Person controlled by any of the foregoing;

 

(bb)

"Hazardous Substance" means any pollutant, contaminant, waste, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, controlled or regulated in any Environmental Law;

 

(cc)

"Indemnified Party" or "Indemnifying Party" has the meaning ascribed to those terms in Section 7.3.8 hereof;

 

(dd)

"Interim Period" means the period between execution and delivery of this Agreement and the Closing Date;

 

(ee)

"IPO" means the initial listing and trading of the common shares of the Purchaser by the Purchaser on the Exchange;

 

(ff)

"IPO Date" means the date of the IPO;

 

(gg)

"knowledge", with respect to any Party, means the actual knowledge of any officer, or director of such Party after due inquiry (and each such individual will be deemed to have "knowledge" of a particular fact or other matter if: (i) that individual is actually aware of that fact or matter; or (ii) that fact or matter has been received or comes to the attention of that individual under circumstances in which a reasonable person would take cognizance of it), and for greater certainty, where a representation or warranty refers to the knowledge of more than one Party, each such Party is giving such representation and warranty to its own knowledge only and knowledge of one such Party shall not be imputed to any other such Party;

 

(hh)

"Liabilities" includes any debts, financial obligations, liabilities, obligations, Claims, Liens, commitments, demands and expenses of any nature or kind, whether known or unknown, primary or secondary, liquidated or unliquidated, secured or unsecured, accrued or unaccrued, absolute, contingent or otherwise and whether due or to become due, of any Person and whether or not reflected or required to be reflected in a balance sheet in accordance with generally accepted accounting principles;

 

 

(ii)

"Lien" means with respect to any property or asset, any security interest, mortgage, pledge, prohibition, injunction, lien, charge, assignment, Claim, compromise or other encumbrance or interest of any kind, upon any such property or asset, or upon the income revenue or profits therefrom, including: (i) any right to participate in revenues, profits, royalties, rents or other income in any way derived from or attributable to such property or asset or any rights arising therefrom; (ii) any acquisition of or option to acquire any property or asset upon conditional sale or other title retention agreement, device or arrangement (including any capital lease); (iii) any sale, assignment, pledge or other transfer for security of any accounts, intangibles or chattel paper, with or without recourse; and (iv) any agreement to create or grant any of the foregoing;

 

(jj)

"Loss" means any loss, Liability, damage, cost or expense including reasonable attorneys' fees, suffered or incurred, including the reasonable costs and expenses of any assessment, judgment, settlement or compromise relating thereto;

 

(kk)

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

 

(ll)

"Order" means any order, judgment, injunction, decree, stipulation, determination, award, decision or writ of any court, tribunal, arbitrator or Governmental Body;

 

(mm)

"Parties" means the parties to this Agreement and "Party" means any one of them;

 

(nn)

"Permitted Lien" means:

 

(i)

Liens for taxes, assessments or governmental charges or levies not at the time due or delinquent or, if due and delinquent, the validity of which is being contested at the time by appropriate proceedings;

 

(ii)

Liens imposed by operation of law in connection with workers’ compensation, employment insurance or other social security legislation, in each case which secure obligations not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by appropriate proceedings;

 

(iii)

undetermined or inchoate Liens incidental to current operations which have not at such time been filed pursuant to law against UEC or CMC, as applicable, or which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested by appropriate proceedings;

 

(iv)

Liens given in the ordinary course of business to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or governmental or other public authority in connection with the operations of UEC and CMC; and

 

(v)

statutory exceptions and reservations to title.

 

 

(oo)

"Person" means an individual, a partnership, a corporation, a Governmental Body, a trustee, any unincorporated organization and the heirs, executors, administrators or other legal representatives of an individual and words importing "Person" have similar meaning;

 

(pp)

"Proceedings" has the meaning ascribed to it in Schedule "A" of this Agreement;

 

(qq)

"Projects" means, collectively, the mineral exploration and development projects of UEC and CMC located at the Properties;

 

(rr)

"Properties" means, collectively, the: (i) Slick Rock Property; (ii) the ▇▇▇▇▇▇▇▇ Property; and (iii) the ▇▇▇▇▇▇▇ Creek Property;

 

(ss)

"Purchase Price" has the meaning ascribed to that term in Section 2.1 hereof;

 

(tt)

"Release" includes releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, migrating, escaping, leaching, disposing, dumping, depositing, spraying, burying, abandoning, incinerating, seeping or placing, or any similar action defined in any Environmental Law;

 

(uu)

"Representatives" means each director, officer, employee, agent, solicitor, accountant, professional advisor and other representative of an Indemnified Party;

 

(vv)

"Royalties" means, collectively: (i) the Slick Rock Royalty; (ii) the ▇▇▇▇▇▇▇▇ Royalty; and (iii) the Workmen Creek Royalty;

 

(ww)

"Royalty Agreements" means, collectively: (i) the Slick Rock Royalty Agreement; (ii) the ▇▇▇▇▇▇▇▇ Royalty Agreement; and (iii) the ▇▇▇▇▇▇▇ Creek Royalty Agreement;

 

(xx)

"SEDAR" means the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators;

 

(yy)

"Slick Rock Property" means those certain mining claims and lease interests located in San ▇▇▇▇▇▇ County, Colorado, as set out in Schedule "D" to this Agreement together with any present or future renewal, extension, modification, relocation, substitution, amalgamation, replacement, succession, conversion, concession, demise to lease, renaming or variation of any of those mining claims and lease interests or additional acquired interests (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain);

 

 

(zz)

"Slick Rock Royalty" means the 1.0% net smelter returns royalty on the Slick Rock Property to be created, granted and sold by UEC to the Purchaser at Closing in respect of the Slick Rock Property, as more particularly described in the Slick Rock Royalty Agreement;

 

(aaa)

"Slick Rock Royalty Agreement" means the royalty agreement to be entered into by UEC and the Purchaser at Closing, in the form substantially similar to the form attached as Schedule "F" to this Agreement, with such amendments and modifications as reasonably necessary to reflect Applicable Law in the State of Colorado;

 

(bbb)

"Slick Rock Technical Report" means the NI 43-101 technical report titled "Technical Report – Preliminary Economic Assessment for the Slick Rock Project Uranium/Vanadium Deposit, San ▇▇▇▇▇▇ County, Southwest Colorado" prepared for UEC by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ with an effective date of April 8, 2014;

 

(ccc)

"Subsidiaries" means a Person that is Controlled directly or indirectly by another Person and includes any subsidiaries of that subsidiary and, in the case of UEC, includes CMC;

 

(ddd)

"Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Body, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

 

(eee)

"Technical Reports" means, collectively: (i) the Slick Rock Technical Report; (ii) the ▇▇▇▇▇▇▇▇ Technical Report; and (iii) the ▇▇▇▇▇▇▇ Creek Technical Report;

 

(fff)

"Third Party" means any Person other than a Party or an Affiliate of a Party;

 

(ggg)

"Third Party Claim" means any Claim asserted by a Third Party against an Indemnified Party;

 

 

(hhh)

"Time of Closing" means 9:00 a.m. (Vancouver time) on the Closing Date, or such earlier or later time on the Closing Date that may be agreed by the Parties;

 

(iii)

"Transfer Taxes" has the meaning ascribed to that term in Section 6.3.1 hereof;

 

(jjj)

"UEC Public Documents" means those forms, reports, schedules, statements and other documents, including any financial statements, the Technical Reports or other documents (including any schedules included therein) as are filed on SEDAR under the profile for UEC and accessible to the public, together with the annual reports on Form 10-K or Form 10-KSB, quarterly reports on Form 10-Q or Form 10-QSB and current reports on Form 8-K, including all amendments thereto, filed by or furnished by UEC with the United States Securities and Exchange Commission, including any schedules or exhibits included therein;

 

(kkk)

"U.S. Securities Act" means the United States Securities Act of 1933, as may be amended from time to time;

 

(lll)

"▇▇▇▇▇▇▇ Creek Property" means the mining claims located in Gila County, Arizona,  as set out in Schedule "E" to this Agreement together with any present or future renewal, extension, modification, relocation, substitution, amalgamation, replacement, succession, conversion, concession, demise to lease, renaming or variation of any of those mining claims or additional acquired interests (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain);

 

(mmm)

"▇▇▇▇▇▇▇ Creek Royalty" means the 1.0% net smelter returns royalty on the ▇▇▇▇▇▇▇ Creek Property to be created, granted and sold by UEC to the Purchaser at Closing in respect of the ▇▇▇▇▇▇▇ Creek Property, as more particularly described in the ▇▇▇▇▇▇▇ Creek Royalty Agreement;

 

(nnn)

"▇▇▇▇▇▇▇ Creek Royalty Agreement" means the royalty agreement to be entered into by UEC and the Purchaser at Closing, in the form substantially similar to the form attached as Schedule "F" to this Agreement, with such amendments and modifications as reasonably necessary to reflect Applicable Law in the State of Arizona; and

 

(ooo)

"▇▇▇▇▇▇▇ Creek Technical Report" means the NI 43-101 technical report titled "Updated Technical Report for the ▇▇▇▇▇▇▇ Creek Project, Central Arizona" prepared for UEC, by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ with an effective date of March 2, 2012 and amended July 7, 2012.

 

1.2

Headings

 

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "hereof, "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

 

 

1.3

Extended Meanings

 

In this Agreement, words importing the singular number only include the plural and vice versa, words importing any gender include all genders. The terms "includes" or "including" mean "including without limiting the generality of the foregoing".

 

1.4

Statutory References

 

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

 

1.5

Accounting Principles

 

Wherever in this Agreement reference is made to a calculation to be made in accordance with generally accepted accounting principles, such reference shall be deemed to be to United States generally accepted accounting principles, consistently applied, applicable as at the date on which such calculation is made or required to be made in accordance with such accounting principles.

 

1.6

Currency

 

Unless otherwise indicated, all references to currency herein, including "$" are to lawful money of Canada.

 

1.7

Consent

 

Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

 

1.8

Performance on Holidays

 

If any action is required to be taken pursuant to this Agreement on or by a specified date which is not a Business Day, then such action will be valid if taken on or by the next Business Day.

 

1.9

Calculation of Time

 

In this Agreement, a period of days will be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period will terminate at 5:00 p.m. (Vancouver time) on the next Business Day.

 

 

1.10

Schedules

 

The following are the Schedules annexed hereto and incorporated by reference and deemed to be a part hereof:

 

Schedule "A"	-	Representations and Warranties of UEC
Schedule "B"	-	Representations and Warranties of the Purchaser
Schedule "C"	-	▇▇▇▇▇▇▇▇ Property
Schedule "D"	-	Slick Rock Property
Schedule "E"	-	▇▇▇▇▇▇▇ Creek Property
Schedule "F"	-	Form of Royalty
Schedule "G"	-	Consents and Approvals
Schedule "H"	-	Form of Declaration

 

Capitalized terms used but not otherwise defined in the Schedules have the meanings given to them in this Agreement.

 

ARTICLE 2
PURCHASE AND SALE OF ROYALTIES

 

2.1

Purchase and Sale of Royalties

 

Subject to the terms and conditions set out in this Agreement, UEC hereby agrees to, in the case of the Slick Rock Royalty and the ▇▇▇▇▇▇▇ Creek Royalty, create, grant, sell and deliver and, in the case of the ▇▇▇▇▇▇▇▇ Royalty, cause CMC to create, grant and deliver, to the Purchaser, and the Purchaser hereby agrees to purchase and acquire from UEC, free and clear of any Liens, the Royalties in consideration for the Consideration Shares payable by the Purchaser to UEC as set forth in Section 2.2 of this Agreement. The terms and conditions of the Royalties shall be set out in the Royalty Agreements, which shall be executed and delivered on the Closing Date as contemplated under Section 3.1.1 of this Agreement.

 

2.2

Payment of Purchase Price

 

The Purchaser shall satisfy the Purchase Price by issuing to UEC 12,000,000 common shares of the Purchaser (the "Consideration Shares") at Closing, which Consideration Shares will be delivered in accordance with Section 3.2.1(d) of this Agreement and subject to the restrictions set forth in Section 2.5 of this Agreement.

 

2.3

Place of Closing

 

The Closing will take place at the Time of Closing at the offices of Sangra Moller LLP in Vancouver, British Columbia or at such other place as may be agreed upon by the Parties.

 

 

2.4

Closing

 

The purchase and sale of the Royalties and the payment of the Purchase Price will be completed simultaneously on the Closing Date, subject to the conditions precedent in Article 3 of this Agreement having been satisfied or waived by the Party entitled to waive such conditions.

 

2.5

Consideration Shares

 

2.5.1

In addition to any statutory hold periods under Applicable Laws, UEC covenants and agrees that it will not sell, transfer or otherwise dispose of any Consideration Shares (directly or indirectly) until the date that is:

 

(a)

six (6) months after the IPO Date, in respect of 4,000,000 of the Consideration Shares issued to it pursuant to this Agreement;

 

(b)

twelve (12) months after the IPO Date, in respect of an additional 4,000,000 of the Consideration Shares issued to it pursuant to this Agreement; and

 

(c)

eighteen (18) months after the IPO Date, in respect of the balance of the Consideration Shares issued to it pursuant to this Agreement.

 

2.5.2

UEC covenants and agrees that, subject to compliance with Section 2.5.1 of this Agreement, it shall not:

 

(a)

for a period of thirty-six (36) months after Closing, sell or otherwise dispose of any Consideration Shares (directly or indirectly) it holds, in any single or series of related transactions, without first providing the Purchaser ten (10) Business Days to privately place such Consideration Shares at market prices (after which it may sell such Consideration Shares for a period of thirty (30) days for no less than the price set out in any offer obtained by the Purchaser and, for the sake of clarity, after such 30-day period, UEC must provide notice in accordance with this Section 2.5.2(a) for any future proposed dispositions);

 

(b)

subject to prior compliance with Section 2.5.2(a) of this Agreement, sell or otherwise dispose of any Consideration Shares, representing more than 10% of the volume of the Consideration Shares traded on the Exchange (or such other exchange or quotation service which is the primary exchange or quotation service for the Consideration Shares from time to time) in any given day; and

 

(c)

for a period of forty-eight (48) months after Closing:

 

(i)

vote any of its Consideration Shares against management recommendations at any meeting of holders of Consideration Shares; and

 

(ii)

solicit proxies in connection with any meeting of holders of Consideration Shares, initiate any shareholder proposal or takeover bid for securities of the Purchaser or otherwise attempt to cause a change of Control of the Purchaser.

 

 

2.5.3

UEC covenants and agrees that it will only deposit and hold its Consideration Shares in a separate and segregated account and shall provide the Purchaser with copies of all statements and transaction records related to such account immediately upon receipt of same and such other reasonable documentation required by the Purchaser in order to confirm compliance with the above restrictions.

 

2.5.4

UEC acknowledges and agrees that:

 

(a)

in addition to any legend required under Applicable Law, the share certificates or other document delivered to UEC pursuant to this Agreement that evidence the Consideration Shares issued to it hereunder may include a legend indicating that such Consideration Shares are subject to the restrictions set forth in this Section 2.5;

 

(b)

until the IPO, in addition to the other restrictions set forth herein or under Applicable Law, the Consideration Shares cannot be transferred without the previous consent of the board of directors of the Purchaser, expressed by resolution of the Purchaser's board of directors, at the sole discretion of such board of directors;

 

(c)

the IPO or any transaction pursuant to which the common shares of the Purchaser are listed on an Exchange, including by way of reverse take-over, amalgamation, plan of arrangement of similar transaction, may require the Consideration Shares to become subject to standard hold periods applicable under applicable securities Laws, and may additionally require that such securities be pooled or escrowed pursuant to the policies of a stock exchange or trading system. UEC agrees to sign any such pooling or escrow agreement and abide by any such restrictions as may be so imposed;

 

(d)

the Consideration Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Consideration Shares may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act and applicable state securities laws or compliance with the requirements of an exemption from registration therefrom and UEC acknowledges that the Purchaser has no present intention of filing a registration statement under the U.S. Securities Act or applicable state securities laws in respect of such securities;

 

 

(e)

it understands and acknowledges that the Consideration Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and, without limiting the generality or application of the foregoing, if UEC decides to sell, pledge or otherwise transfer any of the securities purchased hereunder, it will not offer, sell or otherwise transfer any such Consideration Shares directly or indirectly, unless: (i) the sale is to the Purchaser; (ii) the sale is made outside the United States in accordance with Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to Rule 144 under the U.S. Securities Act and in accordance with any applicable state securities or "blue sky" Laws, and it has prior to such sale, furnished to the Purchaser an opinion of counsel to that effect, which opinion and counsel shall be satisfactory to the Purchaser; (iv) the Consideration Shares are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities or "blue sky" Laws governing the offer and sale of securities, and it has prior to such sale, furnished to the Purchaser an opinion of counsel to that effect, which opinion and counsel shall be satisfactory to the Purchaser; or (v) the Consideration Shares are registered under the U.S. Securities Act and any applicable state Laws governing the offer and sale of such securities, and UEC understands and agrees that the Purchaser may instruct its registrar and transfer agent not to record any transfer of the Consideration Shares without first being notified by the Purchaser that it is satisfied, acting reasonably, that such transfer is exempt from or not subject to registration requirements of the U.S. Securities Act and applicable state securities Laws; and

 

(f)

in addition to any other legend contemplated in this Section 2.5.4 of this Agreement, the share certificates or other document evidencing the Consideration Shares will bear the following legends and/or notations under Applicable Laws:

 

(i)

"Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is FOUR months and a day after the later of: (i) [Closing Date TO BE INSERTED] and (ii) the date the issuer became a reporting issuer in any province or territory"; and

 

(ii)

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF URANIUM ROYALTY CORP. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, IN TRANSACTIONS UNDER (C) AND (D), PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL TO THAT EFFECT, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA",

 

 

provided that if the Consideration Shares are being sold by UEC (subject to compliance with the terms of this Agreement and Applicable Laws) outside of the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act, and the Consideration Shares were acquired when the Purchaser qualified as a "foreign issuer" (as defined in Rule 902 of Regulation S), the legend set forth in Section 2.5.4(f)(ii) above may be removed by UEC providing to the Purchaser a declaration to the Purchaser (or its transfer agent, if applicable) in the form set forth at Schedule "H" of this Agreement.

 

2.6

Allocation of Purchase Price

 

The allocation of the Purchase Price (including agreed deemed value of the Consideration Shares) shall be as set forth in the letter agreement between the parties dated the date hereof.

 

ARTICLE 3
CONDITIONS

 

3.1

Closing Conditions for the Benefit of the Purchaser

 

3.1.1

The obligations of the Purchaser to complete the transactions contemplated in this Agreement shall be subject to the satisfaction of, or compliance with, at or before the relevant Time of Closing, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in writing in whole or in part):

 

(a)

each of the representations and warranties of UEC or CMC made in or pursuant to this Agreement or in any Closing Document delivered pursuant hereto shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality which shall be true and correct in all respects) as and when made and at and as of the Time of Closing as though such representations and warranties were made at and as of the Time of Closing (except, in any case, that representations and warranties that expressly speak of a specific time need only be true and correct as of such specified date or time);

 

(b)

all obligations, agreements and covenants of UEC to be completed prior to the Time of Closing shall have been performed or completed by it in all material respects, as applicable;

 

(c)

UEC shall have delivered to the Purchaser a certificate from a senior officer, dated as of the Closing Date, certifying that the conditions of Section 3.1.1(a) and Section 3.1.1(b) hereof have been satisfied;

 

 

(d)

UEC shall have delivered to the Purchaser an officer's certificate of each of UEC and CMC, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying: (a) its constating documents; (b) the resolutions of their board of directors authorizing the execution and delivery of this Agreement and the Royalty Agreements, as applicable, and the completion of the transactions contemplated hereby and thereby; and (c) incumbency and signatures of the signatories executing this Agreement or any of the Closing Documents, as applicable;

 

(e)

all consents or approvals from, or notifications to, any Person required to create, and grant the Royalties to the Purchaser (including those set forth in the "G" of this Agreement) will have been obtained by UEC and CMC and copies of which will have been provided by UEC to the Purchaser on or before the Time of Closing, in form satisfactory to the Purchaser acting reasonably;

 

(f)

UEC shall have delivered to the Purchaser the written acknowledgement of any third parties with any Lien or other interest in the Properties as required by, and in form satisfactory to, the Purchaser acting reasonably;

 

(g)

the Purchaser shall have received evidence satisfactory to it, acting reasonably, that all necessary or desirable registrations have been filed with appropriate Governmental Bodies to evidence the Royalties against title to the respective Properties;

 

(h)

no Order shall have been issued or made and no legal or regulatory requirement shall remain to be satisfied, in either case which has the effect of making void, unlawful or otherwise prohibiting the creation and sale of the Royalties as contemplated herein;

 

(i)

all Governmental Approvals with respect to approval by any Governmental Body of the creation, grant and sale of the Royalties to the Purchaser, shall have been obtained;

 

(j)

no action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the purchase, creation, grant and sale of the Royalties contemplated hereby;

 

(k)

no change, effect, event, development, occurrence or state of facts or combination thereof that is, or would be, materially adverse to the Royalties, the Properties or the Projects, shall have occurred since the date of this Agreement;

 

(l)

each of the parties to the Royalty Agreements, as applicable, shall have executed and delivered the applicable Royalty Agreements to each counterparty;

 

(m)

UEC shall have delivered to the Purchaser all of the information requested by the Purchaser, acting reasonably, to conduct technical, legal and financial due diligence with respect to the Projects, the Properties and the Royalties, and shall have provided access to the Purchaser to visit and inspect the Properties for purposes of such due diligence;

 

 

 

(n)

no material adverse change shall have occurred with respect to any of the Properties or Projects;

 

(o)

the Purchaser shall have obtained from its lenders all requisite consents to, and approvals of, the transactions contemplated in this Agreement; and

 

(p)

UEC shall deliver, or cause to be delivered, to the Purchaser such other documents as the Purchaser may reasonably require pursuant to the transactions contemplated hereunder.

 

3.1.2

If any condition in Section 3.1.1 hereof shall not have been satisfied at or prior to September 30, 2018, the Purchaser may, without limiting any other right that it may have, at its sole option either:

 

(a)

rescind this Agreement by notice to UEC and, in such event, the Purchaser shall be released from all obligations; or

 

(b)

waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part.

 

3.2

Closing Conditions for the Benefit of UEC

 

3.2.1

The obligations of UEC to complete the transactions contemplated in this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Time of Closing, each of the following conditions precedent (each of which, as applicable, is hereby acknowledged to be inserted for the exclusive benefit of UEC and may be waived by it in writing in whole or in part):

 

(a)

each of the representations and warranties of the Purchaser made in or pursuant to this Agreement or in any Closing Document delivered pursuant hereto shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality which shall be true and correct in all respects) as and when made and at and as of the Time of Closing as though such representations and warranties were made at and as of the Time of Closing (except, in any case, that representations and warranties that expressly speak of a specific time need only be true and correct as of such specified date or time);

 

(b)

all obligations, agreements and covenants of the Purchaser to be completed prior to the Time of Closing shall have been performed or completed by the Purchaser in all material respects, as applicable;

 

 

(c)

the Purchaser shall have delivered to UEC a certificate from a senior officer certifying that the conditions of Section 3.2.l (a) and Section 3.2.l (b) hereof and have been satisfied;

 

(d)

the Purchaser shall have delivered to UEC a share certificate representing the Consideration Shares, registered in the name of UEC;

 

(e)

all Governmental Approvals with respect to approval by any Governmental Body of the creation, grant and sale of the Royalties to the Purchaser shall have been obtained; and

 

(f)

the Purchaser shall deliver to UEC such other documents as UEC may reasonably require pursuant to the transactions contemplated hereunder.

 

3.2.2

If any condition in Section 3.2.1 shall not have been satisfied at or prior to September 30, 2018, UEC may, without limiting any other right that it may have, at its option, either:

 

(a)

rescind this Agreement by notice to the Purchaser and, in such event UEC shall be released from all obligations hereunder; or

 

(b)

waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part.

 

3.3

Specific Performance

 

In the event of any actual or threatened breach by any of the Parties of any of the covenants or agreements in this Agreement, the Party who is or is to be thereby aggrieved shall have the right, to the extent allowed under Applicable Law, to seek specific performance and injunctive relief giving effect to its rights under this Agreement, in addition to any other rights and remedies at law or in equity. The Parties agree that any such breach or threatened breach would cause irreparable injury, that the remedies at law for any such breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

 

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF UEC

 

4.1

Representations and Warranties of UEC

 

The representations and warranties of UEC are set out in Schedule "A" to this Agreement.

 

 

4.2

Survival of the Representations, Warranties and Covenants

 

4.2.1

The representations and warranties of UEC set forth in this Agreement shall survive the completion of the transactions herein provided for and shall continue for the benefit of the Purchaser for the following periods notwithstanding such completion and any inspections or inquiries made by or on behalf of the Purchaser:

 

(a)

the representations and warranties set out in Schedule "A", save for the representations or warranties described in Section 4.2.1(b) of this Agreement, shall survive for a period of three (3) years from the Closing Date; and

 

(b)

any representations or warranties that prove to be untrue or incorrect in a material respect (or, in the case of representations and warranties that are qualified by materiality, untrue or incorrect in any respect) as a result of any fraudulent misrepresentation made by UEC shall survive indefinitely.

 

4.2.2

For greater certainty, the expiry of the survival period applicable to a representation or warranty shall be without prejudice to any Claim for indemnification based on any inaccuracy or misrepresentation in such representation or warranty made prior to such expiry pursuant to this Agreement. For the sake of clarity, any representation or warranty set forth in the Royalty Agreements shall not be subject to this Section 4.2.

 

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

 

5.1

Representations and Warranties of the Purchaser

 

The representations and warranties of the Purchaser are set out in Schedule "B" to this Agreement.

 

5.2

Survival of the Representations, Warranties and Covenants

 

5.2.1

The representations and warranties of the Purchaser set forth in this Agreement shall survive the completion of the transactions herein provided for and shall continue for the benefit of UEC for the following periods notwithstanding such completion and any inspections or inquiries made by or on behalf of UEC:

 

(a)

the representations and warranties set out in Schedule "B", save for the representations or warranties described in Section 5.2.1(b), shall survive for a period of three (3) years from the Closing Date; and

 

(b)

any representations or warranties that prove to be untrue or incorrect in a material respect (or, in the case of representations and warranties that are qualified by materiality, untrue or incorrect in any respect) as a result of any fraudulent misrepresentation made by the Purchaser shall survive indefinitely.

 

5.2.2

For greater certainty, the expiry of the survival period applicable to a representation or warranty shall be without prejudice to any Claim for indemnification based on any inaccuracy or misrepresentation in such representation or warranty made prior to such expiry pursuant to this Agreement.

 

 

ARTICLE 6
COVENANTS

 

6.1

Representations and Warranties of UEC

 

6.1.1

UEC shall ensure that its representations and warranties contained in this Agreement and CMC's representations contained in any Closing Document are true and correct in all material respects (other than those representations and warranties that are qualified by materiality which shall be true and correct in all respects).

 

6.1.2

UEC shall immediately disclose in writing to the Purchaser any matter inconsistent in any material respect with any of the representations or warranties of UEC contained herein and any of the representations of CMC contained in any Closing Document. No such disclosure, however, will cure any misrepresentation or breach of warranty for the purposes of Section 3.1.l (a) hereof.

 

6.2

Representations and Warranties of the Purchaser

 

The Purchaser shall ensure that its representations and warranties contained in this Agreement are true and correct in all material respects (other than those representations and warranties that are qualified by materiality which shall be true and correct in all respects).

 

6.3

Taxes

 

6.3.1

UEC understands that no goods and services, value added, excise, transfer or similar taxes levied under any Governmental Body (collectively, the "Transfer Taxes") in respect of the sale of the Royalties to the Purchaser will be due and payable, and therefore agrees that it will not require payment of Transfer Taxes on Closing.

 

6.3.2

Notwithstanding Section 6.3.1, the Purchaser shall be liable for and shall pay when due any Transfer Taxes levied by any Governmental Body in respect of the sale to the Purchaser of the Royalties to the Purchaser (excluding, for greater certainty, any income or capital gains taxes which shall be the responsibility of UEC), provided that UEC and the Purchaser shall use their commercially reasonable efforts in good faith to minimize any applicable Transfer Taxes. The Purchaser shall have the right to contest the imposition of any Transfer Taxes, and UEC shall cooperate with the Purchaser in any opposition, contest, challenge or any attempt by any Governmental Body to impose Transfer Taxes.

 

 

6.4

Compliance Verification and Access

 

UEC shall permit the Purchaser, directly or indirectly through its agents and representatives at its own expense and on reasonable notice to UEC at any time prior to the Time of Closing, to have full access to the Properties for the purposes of, among other things, verifying the compliance of UEC with its representations, warranties and covenants hereunder. Such investigations and inspections shall not, however, affect or mitigate the representations and warranties of UEC hereunder, which shall continue in full force and effect. The Purchaser shall endeavour to ensure that all such access, investigations and inspections will be conducted in a commercially reasonable manner.

 

6.5

Additional Covenants of UEC

 

6.5.l

During the Interim Period, UEC shall:

 

(a)

preserve and protect and cause its Subsidiaries to preserve and protect, the Properties and Projects and shall not, and shall cause its Subsidiaries not to, sell, transfer or dispose of any of the Properties or Projects without the prior written consent of the Purchaser;

 

(b)

not, and cause its Subsidiaries not to, take any action or enter into any transaction involving or otherwise affecting the Properties or Projects which, if taken or entered into before Closing, could cause any representation or warranty of UEC in this Agreement to be incorrect or constitute a breach of any covenant or agreement of UEC contained herein;

 

(c)

except as contemplated under this Agreement, none of UEC or its Subsidiaries shall enter into or amend any Contracts involving or otherwise affecting the Properties, Projects or Royalties or resolve, commit, or enter into any agreement, arrangement, commitment or understanding with respect to any of the foregoing. UEC will neither exercise nor fail to exercise any rights or options contained in any Contract involving or otherwise affecting the Properties, Projects or Royalties without the prior written consent of the Purchaser, acting reasonably. UEC shall, and shall cause CMC to, observe and perform in a timely manner all of their respective material covenants and obligations under all Contracts involving or otherwise affecting the Properties and in the case of a default by another party thereto, it will upon discovery forthwith advise the Purchaser of such default and shall, if requested by the Purchaser, acting reasonably, enforce all of its rights under such Contracts in respect of such default;

 

(d)

UEC shall, at its own expense, use its reasonable efforts to obtain on or prior to September 15, 2018, all acknowledgements, certificates, consents or waivers of Third Parties, required to consummate the transactions contemplated by this Agreement and the Royalty Agreements, including those set forth at Schedule "G" to this Agreement;

 

(e)

as soon as practicable, UEC shall, and shall cause CMC to, make all filings, notices or requests for approval required to be given or made to any Governmental Body in connection with the creation, grant and sale of the Royalties as contemplated by this Agreement;

 

 

(f)

UEC shall, and shall cause CMC to, maintain the Properties in good standing (by, among other things, performing all required assessment work and paying all Taxes and fees payable under Applicable Law or otherwise on the Properties), duly maintain Books and Records in respect of the Projects in accordance with industry standards, and shall continue to operate its assets in respect of the Projects in the ordinary course consistent with past practices;

 

(g)

UEC shall, and shall cause CMC to, continue to maintain in good standing any policies of insurance maintained by UEC or CMC in respect of the Properties and shall present all claims under such policies in a due and timely manner;

 

(h)

UEC shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Applicable Laws involving or otherwise affecting the Properties or Projects; and

 

(i)

UEC shall ensure that all corporate action is taken by it and CMC, as applicable, to approve the transactions contemplated herein and in the Royalty Agreements and satisfy its covenants provided herein and the covenants of UEC and CMC contained in the Closing Documents.

 

6.5.2

From and after the Closing Date, UEC covenants that it will not, and will cause CMC not to, create, grant or sell any further royalties or similar interests in respect of any of the Properties without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, provided that such royalties or similar interests in respect of any of the Properties does not, in the determination of the Purchaser, acting reasonably, adversely impact the Royalties.

 

6.5.3

From and after the Closing Date, UEC will, and will cause its Affiliates to, take all necessary actions to maintain each Property in good standing and preserve it and its Affiliates' interests in the Properties.

 

6.5.4

From and after the Closing Date, UEC shall not take, or allow any of its Affiliates to take, any action inconsistent with the terms of the Royalty Agreements or the transactions contemplated therein and shall cause CMC to comply with the terms of the ▇▇▇▇▇▇▇▇ Royalty Agreement.

 

6.6

Announcements and Confidential Information

 

6.6.1

No news release concerning the sale and purchase of the Royalties, or the terms or conditions of this Agreement shall be made by any of the Parties except as may be required by Applicable Law or the rules of any stock exchange on which the shares of UEC or the Purchaser are listed. Each Party will advise and consult with the other Party prior to any such announcement or disclosure required on Closing.

 

 

6.6.2

Subject to Section 6.6.3 the Parties will keep all Confidential Information confidential and will not, without the prior written consent of the other Party, disclose in any manner, in whole or in part, any Confidential Information.

 

6.6.3

Each Party undertakes that neither it nor its respective directors, officers, employees, representatives, agents or contractors will, without the prior written consent of the other Party, disclose any Confidential Information to any Third Party unless:

 

(a)

the disclosure is expressly permitted by this Agreement;

 

(b)

the information is already in the public domain (unless it entered the public domain because of a breach of this Section 6.6 by the Party);

 

(c)

the disclosure is made on a confidential basis to the Party's directors, officers, employees, agents, financiers, financial, legal or professional advisers, and is necessary for the Party's business;

 

(d)

the disclosure is necessary to comply with any Applicable Law, or an Order;

 

(e)

the disclosure is necessary to comply with a directive or request of any Governmental Body, securities regulator or stock exchange (whether or not having the force of Law) so long as a responsible person in a similar position would comply;

 

(f)

the disclosure is necessary or desirable to obtain an authorization from any Governmental Body, securities regulator or stock exchange;

 

(g)

in the case of the Purchaser, the disclosure is made in connection with the IPO; or

 

(h)

the disclosure is necessary in relation to any discovery of documents, or any proceedings before a court, tribunal, other Governmental Body, securities regulator or stock exchange.

 

ARTICLE 7
INDEMNIFICATION

 

7.1

Indemnity of UEC

 

UEC shall indemnify and save harmless the Purchaser and its Representatives for, from and against all Losses directly or indirectly suffered by them or any of them resulting from: (i) any breach of any covenant of UEC contained in this Agreement or of UEC or CMC in the Closing Documents, including, but not limited to, the Royalty Agreements; (ii) any representation or warranty of UEC in this Agreement or of UEC or CMC in any of the Closing Documents, including but not limited to, the Royalty Agreements, that is not true and correct; (iii) any Liabilities for Taxes levied by any Governmental Body with respect to the sale to the Purchaser of the Royalties other than any Transfer Taxes; and (iv) any Liabilities caused, directly or indirectly, by UEC or CMC as a result of or arising out of the ownership of the Properties or conduct of their respective activities on the Properties. For clarity, UEC acknowledges that the Purchaser shall not have title to the Properties or any portion thereof, and that the acquisition of the Royalties shall not create or be deemed to create a partnership or joint venture and that, as a result, the Purchaser shall not be subject to any Liabilities arising, among other things, under Environmental Laws for which UEC and CMC shall be solely responsible.

 

 

7.2

Indemnity of Purchaser

 

The Purchaser shall indemnify and save harmless UEC and CMC and their Representatives from and against all Losses directly or indirectly suffered by them or any of them resulting from: (i) any breach of any covenant of the Purchaser contained in this Agreement or any of the Closing Documents, including, but not limited to the Royalty Agreements; or (ii) any representation and warranty of the Purchaser set forth in this Agreement or any of the Closing Documents, including, but not limited to, the Royalty Agreements, that is not true and correct.

 

7.3

Notice of and Defence of Third Party Claims

 

7.3.1

If an Indemnified Party receives written notice of the commencement or assertion of any Third Party Claim in respect of which the Indemnified Party believes the Indemnifying Party has liability under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof. To the extent reasonable and practical given the information readily available to the Indemnified Party, such notice to the Indemnifying Party shall describe the Third Party Claim in reasonable detail and shall indicate (without prejudice to the Indemnified Party's rights) the estimated amount of the Loss that has been or may be sustained by the Indemnified Party in respect thereof, provided that the failure to give such notice within such time period shall not reduce the Indemnified Party's rights hereunder, except to the extent of any actual prejudice suffered as a result of such failure due to the loss of substantive defences.

 

7.3.2

The Indemnifying Party shall have the right, by giving notice to that effect to the Indemnified Party not later than thirty (30) days after receipt of such notice of such Third Party Claim and subject to the rights of any insurer or other Third Party having potential liability therefor, to elect to assume the defence of any Third Party Claim at the Indemnifying Party's own expense and by the Indemnifying Party's own counsel, provided that the Indemnifying Party shall not be entitled to assume the defence of any Third Party Claim: (i) to the extent it alleges any criminal or quasi-criminal wrongdoing (including fraud); (ii) to the extent it impugns the reputation of the Indemnified Party; or (iii) where the Third Party making the Third Party Claim is a Governmental Body.

 

7.3.3

Prior to settling or compromising any Third Party Claim in respect of which the Indemnifying Party has the right to assume the defence, the Indemnifying Party shall obtain the consent of the Indemnified Party regarding such settlement or compromise. In addition, the Indemnified Party shall be entitled to participate in (but not control) the defence of any Third Party Claim (and in so doing may retain its own counsel) at the cost and expense of the Indemnified Party.

 

 

7.3.4

With respect to any Third Party Claim in respect of which the Indemnified Party has given notice to the Indemnifying Party pursuant to Section 7.3.2 and in respect of which the Indemnifying Party is not entitled to assume the defence or has not elected to do so, the Indemnifying Party may participate in (but not control) such defence assisted by counsel of its own choosing at the Indemnifying Party's sole cost and expense.

 

7.3.5

At their own cost and expense, the Indemnifying Party and Indemnified Party shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defence of any Third Party Claim:

 

(a)

those employees whose assistance, testimony or presence is necessary to assist such Party in evaluating and in defending any Third Party Claim; and

 

(b)

all documents, records and other materials in the possession of such Party reasonably required by such Party for its use in defending any Third Party Claim,

 

and shall otherwise co-operate with the Party defending such Third Party Claim.

 

7.3.6

If the Indemnifying Party elects to assume the defence of any Third Party Claim as provided in Section 7.3.2 and fails to take reasonable steps necessary to defend diligently such Third Party Claim within thirty (30) days after receiving notice from the Indemnified Party that the Indemnified Party believes on reasonable grounds that the Indemnifying Party has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifying Party shall be liable for all costs and expenses paid or incurred in connection therewith.

 

7.3.7

Upon making a payment in full of any Loss, the Indemnifying Party shall, subject to the rights of any insurers and to the extent of such Loss, be subrogated to all rights of the Indemnified Party against any Third Party in respect of such Loss.

 

7.3.8

Any Person providing indemnification pursuant to the provisions of this Article 7 is referred to herein as an "Indemnifying Party", and any Person entitled to be indemnified pursuant to the provisions of this Article 7 is referred to herein as an "Indemnified Party".

 

7.4

Tax Treatment of Indemnity Payments

 

The Parties agree to treat any indemnity payment made pursuant to this Article 7 as an adjustment to the Purchase Price for all income tax purposes, except to the extent otherwise required by Applicable Law.

 

 

ARTICLE 8
GENERAL

 

8.1

Further Assurances

 

Each of the Parties shall from time to time execute and deliver, and UEC shall also cause its Subsidiaries to execute and deliver, all such further documents and instruments and do all acts and things as the other Party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

 

8.2

Third Party Beneficiaries

 

Except as provided in Article 7, nothing in this Agreement or in any Closing Document is intended or by implication to, or shall, confer upon any Person (other than the Parties and their permitted assigns) any rights or remedies of any kind.

 

8.3

Time of the Essence

 

Time shall be of the essence of this Agreement.

 

8.4

Fees and Expenses

 

Except as provided herein or in the Royalty Agreements or as otherwise provided in this Agreement, each of the Parties shall bear its own costs and expenses arising from the transactions in respect of this Agreement and the Royalty Agreements as contemplated by this Agreement.

 

8.5

Benefit of the Agreement

 

This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

 

8.6

Entire Agreement

 

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between or among the Parties with respect thereto.

 

8.7

Amendments and Waiver

 

No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

 

 

8.8

Assignment

 

This Agreement may not be assigned by a Party without the written consent of the other Party.

 

8.9

Notices

 

Any notice, demand, consent or other communication ("Notice") given or made under this Agreement:

 

(a)

must be in writing and signed by a person duly authorised by the sender;

 

(b)

must be delivered to the intended recipient by hand, courier, facsimile or email to the addresses below or the addresses last notified by the intended recipient, to the sender:

 

(i)

to UEC:

 

Uranium Energy Corp.

 

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇

 

Attention: ▇▇▇▇ ▇▇▇▇▇▇, President and CEO
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

 

With a copy to (which shall not constitute notice):

 

▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Street, ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

 

Attention: ▇▇▇▇▇▇ Deutsch
Facsimile No.: (▇▇▇) ▇▇▇ ▇▇▇▇

 

(ii)

to the Purchaser:

 

Uranium Royalty Corp.
▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

 

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President

 

 

With a copy to (which shall not constitute notice:

 

Sangra Moller LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇

 

Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇ ▇▇▇▇

 

(c)

Any Notice will be deemed to have been given and received:

 

(i)

if personally delivered, then on the day of personal service to the recipient party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service;

 

(ii)

if by courier, then on the day of receipt by the recipient party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service; or

 

(iii)

if sent by facsimile transmission or e-mail and successfully transmitted prior to 4:00 p.m. on a Business Day where the recipient is located, then on that Business Day, and if transmitted after 4:00 p.m. on a Business Day where the recipient is located or on the day that is not a Business Day where the recipient is located, then on the first Business Day following the date of transmission.

 

8.10

Governing Law

 

This Agreement is governed by and shall be interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. The Parties hereby irrevocably submit and consent to the non-exclusive jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with this Agreement.

 

8.11

Counterparts and Faxed Signatures

 

This Agreement may be executed in two or more counterparts (including counterparts delivered by facsimile or email), all of which, taken together, shall be regarded as one and the same Agreement. Counterparts may be delivered by facsimile or email and the Parties adopt any signatures received by facsimile or email as original signatures of the Parties.

 

 

8.12

Paramountcy

 

In the event of any conflict between the provisions of this Agreement and the provisions of any of the Royalty Agreements with respect to the Royalties, the provisions of the applicable Royalty Agreement shall govern.

 

IN WITNESS WHEREOF the Parties have executed this Agreement.

 

		URANIUM ENERGY CORP.
		By:	/s/ ▇▇▇ ▇▇▇▇▇
		Name: ▇▇▇ ▇▇▇▇▇
		Title:   Secretary and CFO
		URANIUM ROYALTY CORP.
		By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:   President

 

 

SCHEDULE "A"
REPRESENTATIONS AND WARRANTIES
OF UEC

 

Except as specifically disclosed in the Disclosure Schedule (which shall make specific reference to the applicable section, subsection, paragraph or subparagraph below in which such qualification is made), UEC hereby represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(a)

Organization and Good Standing. Each of UEC and CMC is a corporation duly incorporated and validly subsisting under the Laws of its jurisdiction of incorporation. Each of UEC and CMC is registered, licensed or otherwise qualified in each applicable jurisdiction as required under Applicable Law to carry on its Business.

 

(b)

No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by UEC does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement or any of the Closing Documents including the granting of the Royalties and the execution and delivery of any Closing Document by UEC and CMC, as applicable, will not:

 

(i)

materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the notice of articles or articles (or equivalent organizational documents) of UEC and CMC of any agreement, instrument or license to which any of them is a party or by which any of them is bound or constitute a material default or violation by either of them thereunder, or result in the creation or imposition of any Lien upon the any of the Projects or the Properties except by virtue of the granting of the Royalties;

 

(ii)

to the knowledge of UEC, constitute a default or violation by UEC or CMC under any Laws to which either of them is subject or by which either of them is bound; or

 

(iii)

result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any of the Projects or Properties pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which either of them is a party or by which either of them or any of their respective property or assets is bound.

 

 

(c)

Consents and Approvals. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Body or other Third Party is required to be obtained or made by or with respect to UEC and CMC in connection with the execution, delivery and performance of this Agreement, the Royalty Agreements or the completion of the transactions contemplated hereby or thereby, other than the consent of UEC’s lenders pursuant to a second amended credit agreement between UEC and its lenders, Sprott Resource Lending Partnership, CEF (Capital Markets) Limited and Resource Income Partners Limited Partnership, dated February 9, 2016, and all assignees of such lenders, which includes The ▇▇▇▇ and ▇▇▇▇▇▇ Rule Family Trust (now named RIBO Trust), Suntrail Investments Ltd. and ▇▇▇▇▇ ▇▇▇▇.

 

(d)

Capacity. Each of UEC and CMC has the requisite corporate power, capacity and authority to execute and deliver this Agreement and the Closing Documents to which it is a party, including the Royalty Agreements, to perform its obligations hereunder and thereunder and to complete the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Closing Documents by UEC and CMC and the completion of the transactions contemplated hereby and thereby by them, including the Royalty Agreements, have been duly authorized by their respective boards of directors and no other corporate proceedings on the part of any of them are necessary to authorize the execution, delivery and performance of this Agreement, the Royalty Agreements or the completion of the transactions contemplated hereby or thereby by them.

 

(e)

Binding Agreement. This Agreement has been duly executed and delivered by UEC and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally and to general principles of equity. Upon Closing, each of the Royalty Agreements shall have been duly executed by UEC and CMC, as applicable, and shall constitute a legal, valid and binding obligation, enforceable against them, respectively, in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally and to general principles of equity.

 

(f)

No Bankruptcy Proceedings. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of UEC, threatened against UEC or CMC before any court, administrative, regulatory or similar agency or tribunal.

 

(g)

Books and Records. All transactions in respect of the Properties and Projects have been properly and accurately recorded in the appropriate Books and Records and such Books and Records are correct and complete in all material respects and have been maintained and retained in accordance with, as applicable, Applicable Law, generally accepted accounting principles, and in the case of technical and scientific information, customary standards in the mining industry.

 

 

(h)

No Option. Other than as set forth in the Disclosure Schedule in respect of the ▇▇▇▇▇▇▇ Creek Property, no Person other than the Purchaser has any oral or written agreement, option, warrant, privilege or right, or any right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) for the purchase of a royalty interest or similar interest in any of the Properties or Projects.

 

(i)

Royalties. Other than as set forth in the Disclosure Schedule, upon Closing, the Royalties will each be a first ranking royalty and at least equal as to right of payment as any other royalties or similar interests granted previously in respect of the applicable Property.

 

(j)

Absence of Undisclosed Liabilities. To the knowledge of UEC, none of the Properties and Projects are subject to any Liabilities (other than Permitted Liens) or obligations of any nature or kind (whether accrued, absolute, contingent or otherwise) other than as otherwise disclosed in this Agreement or as set forth in the Disclosure Schedule.

 

(k)

Financial Statements. The Financial Statements of UEC, each as filed with Canadian securities regulatory authorities or the United States Securities and Exchange Commission, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and present fairly in all material respects, on a consolidated basis, the financial position and the results of operations and the changes in shareholders' equity and cash flow of UEC and its Subsidiaries for the periods then ended and as at the dates thereof. In the case of unaudited Financial Statements, this representation is subject to normal, recurring year-end adjustments that would be made in the course of an audit and would not be material. Neither of UEC or CMC has any Liability or obligation, whether accrued, absolute, contingent or otherwise, not reflected in the Financial Statements of UEC.

 

(l)

Litigation. There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation, audit, assessment, inquiry, request for information, warrant, charge, suit or Claim by any Governmental Body, or any similar matter or proceeding (collectively, "Proceedings") in respect of any of the Projects or Properties (whether in progress or, to the knowledge of UEC, threatened) or against UEC or its Subsidiaries, which, if determined adversely to such parties, would have a material adverse effect in respect of any of the Projects, Properties or Royalties, and there is no order, ordinance, writ, judgment, decree, injunction, award or order of any Governmental Body outstanding against UEC or its Subsidiaries which would have a material adverse effect in respect of any of the Royalties, Properties or Projects. There are no suits, Claims, actions or Proceedings pending or, to the knowledge of UEC threatened seeking to prevent the transactions contemplated hereby.

 

 

(m)

Tax Matters. Each of UEC and CMC has filed or caused to be filed, in a timely manner, all Tax Returns required to be filed by it (all of which Tax Returns were correct and complete in all material respects) and has paid, collected, withheld or remitted, or caused to be paid, collected, withheld or remitted, all Taxes that are due and payable, collectible and remittable in respect of the relevant period, except, in either case where such failure to file or to pay, collect, withhold or remit would not have a material adverse effect in respect of the Royalties, the Properties or the Projects.

 

(n)

Property:

 

(i)

Other than as set forth in the Disclosure Schedule, each of the Properties is in good standing, and each of UEC and CMC has good and marketable title to the respective Properties, free and clear of any title defects and Liens other than Permitted Liens.

 

(ii)

Other than as set forth in the Disclosure Schedule, UEC is the owner and record holder of the mining claims on the Slick Rock Property set out in Schedule "D" of this Agreement (collectively, in this Schedule, the "Slick Rock Claims") other than with respect to the mining claims leased by UEC pursuant to the mining lease set forth in Schedule "D" of this Agreement (of which it is the lessee), and is the claimant of the mining claims on the ▇▇▇▇▇▇▇ Creek Property set out in Schedule "E" of this Agreement (collectively, in this Schedule, the "▇▇▇▇▇▇▇ Creek Claims"). The mining lease set forth at Schedule "D" of this Agreement in respect of the Slick Rock Property is in good standing and is a valid and binding agreement, enforceable between the parties thereto in accordance with its terms and provides UEC all the rights necessary to explore, develop, produce and own the minerals produced from such leased mining claims.

 

(iii)

Other than as set forth in the Disclosure Schedule, CMC is the owner and record holder of the mining claims on the ▇▇▇▇▇▇▇▇ Property set out in Schedule "C" of this Agreement (collectively, in this Schedule, the "▇▇▇▇▇▇▇▇ Claims").

 

(iv)

The ▇▇▇▇▇▇▇▇ Claims, the Slick Rock Claims and the ▇▇▇▇▇▇▇ Creek Claims described in Schedules "C", "D" and "E", respectively, of this Agreement constitute all mineral rights, interests, concessions and licenses necessary to permit UEC (in the case of the Slick Rock Property and the ▇▇▇▇▇▇▇ Creek Property), and CMC (in the case of the ▇▇▇▇▇▇▇▇ Property) to conduct the exploration and exploitation of minerals contained at each Property and all such mineral rights, interests, concessions and licenses have been validly issued in accordance with Applicable Law and are comprised of valid and subsisting mining claims and concessions.

 

 

(v)

Applying customary standards in the mining industry:

 

(A)

each of the Slick Rock Claims, the ▇▇▇▇▇▇▇▇ Claims and the ▇▇▇▇▇▇▇ Creek Claims have been properly filed, located, granted and recorded in compliance with Applicable Laws and are in good standing;

 

(B)

all assessment work required to be performed and filed, as at the date hereof or the Closing Date, as applicable, under the Properties has been performed and filed;

 

(C)

all Taxes and other payments required to be paid in respect of the Properties have been timely paid;

 

(D)

all filings required to be filed in respect of the Properties have been filed; and

 

(E)

no Person has any interest in any of the Properties or any right to acquire any interest therein;

 

(vi)

No Person has any back-in rights, earn-in rights, rights of first refusal, pre-emptive right, rights of first offer, option rights, royalty rights or similar rights or provisions in respect of any of the Properties or the Projects, other than those royalty rights and royalty options specifically set forth in the Disclosure Schedule.

 

(vii)

There are no adverse claims (including any claim to any ores, minerals or mineral products present in/on any of the Properties, Projects and any other areas to which the Properties relate), actions, suits, proceedings or other Claims that have been commenced or, to the knowledge of UEC, that are pending or threatened, affecting or which could affect the Projects, the Properties or the Royalties.

 

(viii)

None of UEC or its Subsidiaries have received from any Governmental Body or any other Person any notice in respect of: (i) any revocation or intention to revoke or not renew its interests in the Properties, or to renew its interests in the Properties on terms or conditions that are less favourable to it than the terms and conditions applicable to the Properties as presently in effect, or (ii) any threat or intention to not issue or renew any Governmental Authorization or other authorizations, approvals, orders, rulings, certificates, consents, directives, notices, licences, permits, variances, registrations or other rights required by it in connection with the Properties or the Projects.

 

 

(ix)

UEC (in the case of the Slick Rock Property and the ▇▇▇▇▇▇▇ Creek Property) and CMC (in the case of the ▇▇▇▇▇▇▇▇ Property), have all leases, rights of way, rights to use, surface rights, easements or other real property interests that are required to conduct all exploration and mining activities in respect of the applicable Project and Property.

 

(x)

Each of UEC and CMC has obtained all necessary approvals required for the creation, grant and sale of each of the Royalties and has the right, as applicable, to create and grant the Royalties to the Purchaser.

 

(xi)

All work and activities carried out on the Properties by or on behalf of UEC or its Subsidiaries or, to the knowledge of UEC, by any other Person has been carried out in compliance, in all material respects, with all Applicable Laws, and none of UEC and its Subsidiaries has received any notice of any breach or violation of any such Applicable Laws.

 

(o)

Mineral Resources. Each of the Technical Reports was prepared, in all material respects, in accordance with accepted mining, engineering, geoscience and other approved industry practices and NI 43-101 as it was in effect on the date of the filing of the applicable Technical Report. The information provided by UEC and CMC to the Qualified Persons (as defined in NI 43-101 as it was in effect on the date of the filing of the applicable Technical Report) in connection with the preparation of each respective Technical Report was complete and accurate at the time such information was furnished. No mineral deposits are subject to illegal occupation, and all necessary measures with respect to sampling method, sampling preparation and security, data verification, and quality assurance and quality control have been taken to ensure the accuracy and integrity of the data.

 

(p)

Mining Safety. Each of UEC and CMC's ownership, operation, development and maintenance of its respective Project are in compliance in all material respects with all Applicable Laws relating to workers' health, mining safety and the workplace.

 

(q)

Expropriation. No part of any of the Properties has been taken, condemned or expropriated by any Governmental Body, nor has any notice or proceeding in respect thereof been given or commenced and nor does UEC have any knowledge of any intent or proposal by any Governmental Body to give any such notice or commence any such proceedings.

 

(r)

Local Community Claims. There are no Claims made by the community that resides within or near any of the Properties or, to the knowledge of UEC, pending or threatened with respect to any of the Properties. No community consultations have been required to be held to date pursuant to Applicable Law in respect of any of the Properties. To the knowledge of UEC, no part of the Projects or Properties is located on sacred or religious grounds.

 

 

(s)

Compliance with Environmental Laws. With respect to each of the Projects and Properties:

 

(i)

each of UEC and CMC has been and is in material compliance with all applicable Environmental Laws;

 

(ii)

each of UEC and CMC has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") necessary for conduct of activities on the Projects and Properties as currently operated, and each such Environmental Permit is valid, and subsisting, and none of UEC or CMC has received any notice that any such Environmental Permits are in default or that any of them is in breach thereof, and no proceeding is pending or, to the knowledge of UEC, threatened to revoke or limit any such Environmental Permit;

 

(iii)

none of UEC or CMC (including, if applicable, any predecessor companies thereof) has received any notice of any future prosecution, or is currently being prosecuted for, any offence alleging non-compliance with any Environmental Laws, or Liability for the investigation or remediation of any Disposal or Release of Hazardous Substances; and

 

(iv)

none of UEC or CMC has received any orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made that are material and adverse to any of the Projects or Properties.

 

(t)

Contingent Environmental Liabilities. There are no contingent Environmental Liabilities in relation to the Projects or Properties that are required to be disclosed in the consolidated financial statements of UEC, and to the knowledge of UEC, no such contingent Environmental Liabilities have arisen subsequent to the date of such financial statements which would be required to be disclosed in the consolidated financial statements of UEC if such contingent Liabilities related to Environmental matters that had occurred or been discovered prior to such date.

 

(u)

No Unlawful Payments. None of UEC or its Subsidiaries nor, to the knowledge of UEC or its Subsidiaries, any director, officer, agent, employee or other Person authorized by UEC or any of its Subsidiaries to act on their behalf has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any applicable provision of the United States Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada); or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, in each case related to the Project or Properties or any activities undertaken in relation thereto or on behalf of UEC or its Subsidiaries.

 

 

(v)

Compliance with Laws. Each of UEC and CMC has complied with and is not in violation of any Applicable Laws other than such non-compliance or violations which would not, individually or in the aggregate, have a material adverse effect in respect of any of the Royalties, Projects or Properties.

 

(w)

Contracts in Respect of the Projects. All of the Contracts in respect of each of the Projects and Properties have been duly entered into, have not been modified or terminated and are in good standing and in full force and effect with no amendments. All of the Contracts in respect of each of the Projects and Properties are valid and binding obligations of the parties thereto enforceable in accordance with their respective terms. UEC and CMC have each complied with all material terms thereof, have paid all amounts due thereunder, have not waived any rights thereunder and no default or breach exists in respect thereof on the part of any of the parties thereto and no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach, which individually or in the aggregate, would have a material adverse effect in respect of any of the Projects, the Properties or the Royalties.

 

(x)

Employment. In respect of the conduct of activities at the Projects and Properties: (i) each of UEC and CMC has been and is in material compliance with all Applicable Laws respecting employment and employment practices including all employment standards, human rights, labour relations, occupational health and safety, workers' compensation or workplace safety and insurance legislation, employee privacy and pay equity, benefits, avoidance of discrimination, avoidance of harassment and avoidance of retaliation with respect to each of its employees, and there are no outstanding Claims, complaints, investigations, prosecutions or orders under such legislation; (ii) none of UEC or CMC has or is engaged in any unfair labour practice, no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of UEC, threatened against UEC or CMC and there is no labour strike, dispute, slow down or stoppage pending or, to the knowledge of UEC, threatened against UEC or CMC; (iii) all amounts due or accruing due for all salary, wages, bonuses, commissions, pension benefits or other employee benefits or compensation are reflected in the Books and Records of UEC or CMC, in accordance with their accounting practices and Applicable Law; (iv) none of UEC or CMC is a party to any collective bargaining agreement and, as of the date of this Agreement, to UEC's knowledge, no petition has been filed or proceeding instituted by an employee or group of the UEC or CMC employees seeking recognition of a bargaining representative; and (v) each of UEC and CMC has withheld and reported to the applicable Governmental Bodies all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees.

 

 

(y)

Disclosure. To the knowledge of UEC, none of this Agreement, the due diligence materials provided to the Purchaser by or on behalf of UEC and CMC, or any of the exhibits, schedules, attachments, written statements, documents, certificates or other items prepared or supplied to the Purchaser by or on behalf of UEC or CMC with respect to the Projects or Properties, contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein not misleading. No statement made by UEC with respect to the Projects or Properties, contained in any document comprising the UEC Public Documents contained a misrepresentation (as defined in Applicable Law) at the time such document was filed. As at the date hereof, UEC is in compliance, in all material respects, with its disclosure obligations in respect of the Projects and Properties under applicable securities Laws.

 

(z)

Consideration Shares.

 

(i)

UEC acknowledges that it has been encouraged to obtain independent legal, tax and investment advice with respect to the issuance of the Consideration Shares pursuant to this Agreement and, accordingly, has been independently advised as to the meanings of all terms contained herein relevant to such share issuance.

 

(ii)

UEC has been independently advised as to restrictions with respect to trading in the Consideration Shares imposed by applicable securities legislation in the jurisdiction in which it resides, confirms that no representation has been made to it by or on behalf of the Purchaser with respect thereto, acknowledge that it is aware of the characteristics of the Consideration Shares, the risks relating to an investment therein and of the fact that they may not be able to resell any of the Consideration Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until the expiry of the applicable hold period and compliance with other requirements of Applicable Law, and agree that any certificates representing the Consideration Shares may bear a legend indicating that the resale of such Consideration Shares is restricted.

 

(iii)

The acquisition of the Consideration Shares is being made pursuant to exemptions under, and does not contravene any of the, applicable securities Laws in the jurisdiction in which UEC resides and does not give rise to any obligation of the Purchaser to prepare and file a prospectus or similar document or to register the Consideration Shares.

 

(iv)

UEC is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act.

 

 

(v)

UEC is not acquiring the Consideration Shares as a result of any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the U.S. Securities Act), including advertisements, articles, notices or other communications, including electronic display (such as the internet), published in any newspaper, magazine or similar media or broadcast over radio, television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

 

(vi)

UEC has not received or been provided with, or requested, and does not have any need to receive, any offering memorandum, prospectus, sales or advertising literature or any other document describing or purporting to describe the business and affairs of the Purchaser or the risks associated therewith which has been prepared for delivery to, and review by, UEC in order to assist it in making an investment decision in respect of the Consideration Shares.

 

(vii)

UEC acknowledges that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares, there is no government or other insurance covering the Consideration Shares and there are risks associated with the acquisition of the Consideration Shares.

 

(viii)

The Purchaser has advised UEC that the Purchaser is relying on the exemption set forth in Section 2.13 of National Instrument 45-106 – Prospectus Exemptions from the requirement to provide UEC with a prospectus and exemptions to sell securities through a Person registered to sell securities under the Securities Act (British Columbia) and the Securities Act (Ontario) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia) and the Securities Act (Ontario), including statutory rights of rescission or damages, will not be available to UEC.

 

(aa)

UEC is acquiring the Consideration Shares issued pursuant to this Agreement as principal.

 

 

SCHEDULE "B"

REPRESENTATIONS AND WARRANTIES OF THE

PURCHASER

 

The Purchaser hereby represents and warrants to UEC as follows and acknowledges that UEC is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(a)

Organization. The Purchaser is a corporation duly constituted and validly subsisting under the Laws of Canada.

 

(b)

No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement or any Closing Document to which it is a party by the Purchaser does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement or any of the Closing Documents by the Purchaser will not:

 

(i)

materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the certificate of formation or operating agreement of the Purchaser or any agreement, instrument or license to which the Purchaser is a party or by which the Purchaser is bound or constitute a material default or violation by the Purchaser thereunder, or result in the creation or imposition of any Lien upon any of the assets of the Purchaser;

 

(ii)

to the knowledge of the Purchaser, constitute a default or violation by the Purchaser under any Laws to which the Purchaser is subject or by which it is bound; or

 

(iii)

result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its property or assets is bound;

 

(c)

Consents and Approvals. Other than any filings to be completed after the Closing and those set forth in Schedule "G" to this Agreement, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Body is required to be obtained or made by or with respect to the Purchaser in connection with the execution, delivery and performance of this Agreement or the completion of the transactions contemplated hereby.

 

 

(d)

Capacity. The Purchaser has the requisite power, capacity and authority to execute and deliver this Agreement and any of the Closing Documents, including the Royalty Agreements, to which it is a party, and to perform its obligations hereunder and thereunder and to complete the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Closing Documents, including the Royalty Agreements, by the Purchaser and the completion of the transactions contemplated hereby and thereby by it have been duly authorized by its board of directors and no other proceedings are necessary to authorize the execution, delivery and performance of this Agreement and the Closing Documents, including the Royalty Agreements, the issuance of the Consideration Shares or the completion of the transactions contemplated hereby by it.

 

(e)

Binding Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally and to general principles of equity. Upon Closing, each of the Royalty Agreements shall have been duly executed by the Purchaser and shall constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally and to general principles of equity.

 

(f)

Share Capital. The Purchaser is authorized to issue an unlimited number of common shares in the capital of the Purchaser. As of the date hereof 28,845,039 common shares of the Purchaser were issued and outstanding as fully paid and non-assessable. The Parties acknowledge and agree that nothing in this Agreement shall prohibit the Purchaser from issuing additional common shares or other securities of the Purchaser after the date hereof pursuant to financings, acquisition transactions or otherwise.

 

(g)

Consideration Shares. At the Closing, the Consideration Shares issued and delivered to the Purchaser will be duly authorized and validly issued as fully paid and non-assessable shares in the capital of the Purchaser, free and clear of all actual or threatened encumbrances, other than hold periods or other restrictions imposed under applicable securities legislation and the resale restrictions imposed under Section 2.5 of this Agreement.

 

 

SCHEDULE "C"

▇▇▇▇▇▇▇▇ PROPERTY

 

The following mining claims comprising the ▇▇▇▇▇▇▇▇ Property are located in Gila Salt River Meridian, Yavapai County, Arizona.

 

Claim Name		BLM #		County Ref #		Township Range				Section
AM   1		AMC361520		4152;183		11N		10W		15, 16
AM   2		AMC361521		4152;184		11N		10W		15
AM   3		AMC361522		4152;185		11N		10W		15, 16
AM   4		AMC361523		4152;186		11N		10W		15
AM   5		AMC361524		4152;187		11N		10W		15, 16
AM   6		▇▇▇▇▇▇▇▇▇		4152;188		11N		10W		15
AM   7		AMC361526		4152;189		11N		10W		15, 16
AM   8		AMC361527		4152;190		11N		10W		15, 22
AM   9		AMC361528		4152;191		11N		10W		15, 16
AM  10		AMC361529		4152;192		11N		10W		15, 22
AM  11		AMC361530		4152;193		11N		10W		15, 16, 21, 22
AM  12		AMC361531		4152;194		11N		10W		22
AM  13		AMC361532		4152;195		11N		10W		21, 22
AM  14		▇▇▇▇▇▇▇▇▇		4152;196		11N		10W		21, 22
AM  15		AMC361534		4152;197		11N		10W		21, 22
AM  16		AMC361535		4152;198		11N		10W		21, 22
AM  17		AMC361536		4152;199		11N		10W		21
AM  18		AMC361537		4152;200		11N		10W		21, 22
AM  19		AMC361538		4152;201		11N		10W		21
AM  20		AMC361539		4152;202		11N		10W		21, 22
AM  21		AMC361540		4152;203		11N		10W		21
AM  22		▇▇▇▇▇▇▇▇▇		4152;204		11N		10W		21, 22
AM  23		AMC361542		4152;205		11N		10W		21

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM  24		AMC361543		4152;206		11N		10W		21, 22
AM  25		AMC361544		4152;207		11N		10W		15, 22
AM  26		AMC361545		4152;208		11N		10W		22
AM  27		AMC361546		4152;209		11N		10W		22
AM  28		AMC361547		4152;210		11N		10W		22
AM  29		AMC361548		4152;211		11N		10W		22
AM  30		AMC361549		4152;212		11N		10W		22
AM  31		AMC361550		4152;213		11N		10W		22
AM  32		AMC361551		4152;214		11N		10W		22
AM  33		AMC361552		4152;215		11N		10W		22
AM  34		AMC361553		4152;216		11N		10W		22
AM  35		AMC361554		4152;217		11N		10W		22
AM  36		AMC361555		4152;218		11N		10W		22
AM  37		AMC361556		4152;219		11N		10W		22
AM  38		AMC361557		4152;220		11N		10W		22
AM  39		▇▇▇▇▇▇▇▇▇		4152;221		11N		10W		22
AM  40		AMC361559		4152;222		11N		10W		22, 27
AM  41		AMC361560		4152;223		11N		10W		22
AM  42		AMC361561		4152;224		11N		10W		22, 27
AM  43		AMC361562		4152;225		11N		10W		22, 27
AM  44		AMC361563		4152;226		11N		10W		27
AM  45		AMC361564		4152;227		11N		10W		27
AM  46		AMC361565		4152;228		11N		10W		11
AM  47		▇▇▇▇▇▇▇▇▇		4152;229		11N		10W		11
AM  48		AMC361567		4152;230		11N		10W		11, 14
AM  49		AMC361568		4152;231		11N		10W		11
AM  50		AMC361569		4152;232		11N		10W		11, 14
AM  51		AMC361570		4152;233		11N		10W		11, 14

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM  52		AMC361571		4152;234		11N		10W		14
AM  53		AMC361572		4152;235		11N		10W		11, 14
AM  54		AMC361573		4152;236		11N		10W		14
AM  55		▇▇▇▇▇▇▇▇▇		4152;237		11N		10W		14
AM  56		AMC361575		4152;238		11N		10W		14
AM  57		AMC361576		4152;239		11N		10W		14
AM  58		AMC361577		4152;240		11N		10W		14
AM  59		AMC361578		4152;241		11N		10W		14
AM  60		AMC361579		4152;242		11N		10W		14
AM  61		AMC361580		4152;243		11N		10W		14
AM  62		AMC361581		4152;244		11N		10W		14
AM  63		▇▇▇▇▇▇▇▇▇		4152;245		11N		10W		14
AM  64		AMC361583		4152;246		11N		10W		14
AM  65		AMC361584		4152;247		11N		10W		14
AM  66		AMC361585		4152;248		11N		10W		14
AM  67		AMC361586		4152;249		11N		10W		14, 15
AM  68		AMC361587		4152;250		11N		10W		14, 23
AM  69		AMC361588		4152;251		11N		10W		14, 15, 23
AM  70		AMC361589		4152;252		11N		10W		23
AM  71		▇▇▇▇▇▇▇▇▇		4152;253		11N		10W		14, 15, 22, 23
AM  72		AMC361591		4152;254		11N		10W		23
AM  73		AMC361592		4152;255		11N		10W		22, 23
AM  74		AMC361593		4152;256		11N		10W		23
AM  75		AMC361594		4152;257		11N		10W		22, 23
AM  76		AMC361595		4152;258		11N		10W		23
AM  77		AMC361596		4152;259		11N		10W		22, 23
AM  78		AMC361597		4152;260		11N		10W		23

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM  79		AMC361598		4152;261		11N		10W		22, 23
AM  80		AMC361599		4152;262		11N		10W		23
AM  81		AMC361600		4152;263		11N		10W		22, 23
AM  82		AMC361601		4152;264		11N		10W		23
AM  83		AMC361602		4152;265		11N		10W		23
AM  84		AMC361603		4152;266		11N		10W		23
AM  85		AMC361604		4152;267		11N		10W		22, 23
AM  86		AMC361605		4152;268		11N		10W		22, 23, 26, 27
AM  87		AMC361606		4152;269		11N		10W		22, 27
AM  88		AMC361607		4152;270		11N		10W		26, 27
AM  89		▇▇▇▇▇▇▇▇▇		4152;271		11N		10W		22, 27
AM  90		AMC361609		4152;272		11N		10W		26, 27
AM  91		AMC361610		4152;273		11N		10W		27
AM  92		AMC361611		4152;274		11N		10W		26, 27
AM  93		AMC361612		4152;275		11N		10W		27
AM  94		AMC361613		4152;276		11N		10W		26, 27
AM  95		AMC361614		4152;277		11N		10W		27
AM  96		AMC361615		4152;278		11N		10W		26, 27
AM  97		▇▇▇▇▇▇▇▇▇		4152;279		11N		10W		27
AM  98		AMC361617		4152;280		11N		10W		26, 27
AM  99		AMC361618		4152;281		11N		10W		27
AM 100		AMC361619		4152;282		11N		10W		26, 27
AM 101		AMC361620		4152;283		11N		10W		27
AM 102		AMC361621		4152;284		11N		10W		26, 27
AM 103		AMC361622		4152;285		11N		10W		27
AM 104		AMC361623		4152;286		11N		10W		26, 27, 34
AM 105		▇▇▇▇▇▇▇▇▇		4152;287		11N		10W		11, 12

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 106		AMC361625		4152;288		11N		10W		12,13
AM 107		AMC361626		4152;289		11N		10W		11, 12, 13, 14
AM 108		AMC361627		4152;290		11N		10W		12, 13
AM 109		AMC361628		4152;291		11N		10W		13, 14
AM 110		AMC361629		4152;292		11N		10W		13
AM 111		AMC361630		4152;293		11N		10W		13, 14
AM 112		AMC361631		4152;294		11N		10W		13
AM 113		▇▇▇▇▇▇▇▇▇		4152;295		11N		10W		13, 14
AM 114		AMC361633		4152;296		11N		10W		13
AM 115		AMC361634		4152;297		11N		10W		13, 14
AM 116		AMC361635		4152;298		11N		10W		13, 14
AM 117		AMC361636		4152;299		11N		10W		14
AM 118		AMC361637		4152;300		11N		10W		13, 14
AM 119		AMC361638		4152;301		11N		10W		14
AM 120		AMC361639		4152;302		11N		10W		13, 14
AM 121		▇▇▇▇▇▇▇▇▇		4152;303		11N		10W		14
AM 122		AMC361641		4152;304		11N		10W		13, 14
AM 123		AMC361642		4152;305		11N		10W		14
AM 124		AMC361643		4152;306		11N		10W		13, 14, 24
AM 125		AMC361644		4152;307		11N		10W		14, 23
AM 126		AMC361645		4152;308		11N		10W		13, 14, 24
AM 127		AMC361646		4152;309		11N		10W		23
AM 128		AMC361647		4152;310		11N		10W		23, 24
AM 129		AMC361648		4152;311		11N		10W		23
AM 130		AMC361649		4152;312		11N		10W		23, 24
AM 131		AMC361650		4152;313		11N		10W		23
AM 132		AMC361651		4152;314		11N		10W		23, 24

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 133		AMC361652		4152;315		11N		10W		23
AM 134		AMC361653		4152;316		11N		10W		23
AM 135		AMC361654		4152;317		11N		10W		23
AM 136		AMC361655		4152;318		11N		10W		23
AM 137		AMC361656		4152;319		11N		10W		23
AM 138		▇▇▇▇▇▇▇▇▇		4152;320		11N		10W		23
AM 139		AMC361658		4152;321		11N		10W		23
AM 140		AMC361659		4152;322		11N		10W		23
AM 141		AMC361660		4152;323		11N		10W		23
AM 142		AMC361661		4152;324		11N		10W		23, 26
AM 143		AMC361662		4152;325		11N		10W		23, 26
AM 144		AMC361663		4152;326		11N		10W		23, 26
AM 145		AMC361664		4152;327		11N		10W		23, 26
AM 146		▇▇▇▇▇▇▇▇▇		4152;328		11N		10W		26
AM 147		AMC361666		4152;329		11N		10W		26
AM 148		AMC361667		4152;330		11N		10W		26
AM 149		AMC361668		4152;331		11N		10W		26
AM 150		AMC361669		4152;332		11N		10W		26
AM 151		AMC361670		4152;333		11N		10W		26
AM 152		AMC361671		4152;334		11N		10W		26
AM 153		AMC361672		4152;335		11N		10W		26
AM 154		▇▇▇▇▇▇▇▇▇		4152;336		11N		10W		26
AM 155		AMC361674		4152;337		11N		10W		26
AM 156		AMC361675		4152;338		11N		10W		26
AM 157		AMC361676		4152;339		11N		10W		26
AM 158		AMC361677		4152;340		11N		10W		26
AM 159		AMC361678		4152;341		11N		10W		26
AM 160		AMC361679		4152;342		11N		10W		26, 35

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 161		AMC361680		4152;343		11N		10W		26, 35
AM 162		▇▇▇▇▇▇▇▇▇		4152;344		11N		10W		26, 35
AM 163		AMC361682		4152;345		11N		10W		12, 13
AM 164		AMC361683		4152;346		11N		10W		13
AM 165		AMC361684		4152;347		11N		10W		13
AM 166		AMC361685		4152;348		11N		10W		13
AM 167		AMC361686		4152;349		11N		10W		13
AM 168		AMC361687		4152;350		11N		10W		13
AM 169		AMC361688		4152;351		11N		10W		13
AM 170		AMC361689		4152;352		11N		10W		13
AM 171		AMC361690		4152;353		11N		10W		13
AM 172		AMC361691		4152;354		11N		10W		13
AM 173		AMC361692		4152;355		11N		10W		13
AM 174		AMC361693		4152;356		11N		10W		13
AM 175		AMC361694		4152;357		11N		10W		13
AM 176		AMC361695		4152;358		11N		10W		13
AM 177		AMC361696		4152;359		11N		10W		13
AM 178		AMC361697		4152;360		11N		10W		13
AM 179		AMC361698		4152;361		11N		10W		13
AM 180		▇▇▇▇▇▇▇▇▇		4152;362		11N		10W		13, 24
AM 181		AMC361700		4152;363		11N		10W		13, 24
AM 182		AMC361701		4152;364		11N		10W		24
AM 183		AMC361702		4152;365		11N		10W		24
AM 184		AMC361703		4152;366		11N		10W		24
AM 185		AMC361704		4152;367		11N		10W		24
AM 186		AMC361705		4152;368		11N		10W		24
AM 187		AMC361706		4152;369		11N		10W		24
AM 188		▇▇▇▇▇▇▇▇▇		4152;370		11N		10W		24

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 189		AMC361708		4152;371		11N		10W		24
AM 190		AMC361709		4152;372		11N		10W		24
AM 191		AMC361710		4152;373		11N		10W		23, 24
AM 192		AMC361711		4152;374		11N		10W		24
AM 193		AMC361712		4152;375		11N		10W		23, 24
AM 194		AMC361713		4152;376		11N		10W		24
AM 195		AMC361714		4152;377		11N		10W		23, 24
AM 196		▇▇▇▇▇▇▇▇▇		4152;378		11N		10W		24
AM 197		AMC361716		4152;379		11N		10W		23, 24
AM 198		AMC361717		4152;380		11N		10W		24, 25
AM 199		AMC361718		4152;381		11N		10W		23, 24, 25, 26
AM 200		AMC361719		4152;382		11N		10W		24, 25
AM 201		AMC361720		4152;383		11N		10W		25, 26
AM 202		AMC361721		4152;384		11N		10W		25
AM 203		AMC361722		4152;385		11N		10W		25, 26
AM 204		▇▇▇▇▇▇▇▇▇		4152;386		11N		10W		25
AM 205		AMC361724		4152;387		11N		10W		25, 26
AM 206		AMC361725		4152;388		11N		10W		25
AM 207		AMC361726		4152;389		11N		10W		25, 26
AM 208		AMC361727		4152;390		11N		10W		25
AM 209		AMC361728		4152;391		11N		10W		25, 26
AM 210		AMC361729		4152;392		11N		10W		25, 26
AM 211		AMC361730		4152;393		11N		10W		25, 26
AM 212		▇▇▇▇▇▇▇▇▇		4152;394		11N		10W		25, 26
AM 213		AMC361732		4152;395		11N		10W		25, 26
AM 214		AMC361733		4152;396		11N		10W		25, 26
AM 215		AMC361734		4152;397		11N		10W		25, 26

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 216		AMC361735		4152;398		11N		10W		25, 26, 36
AM 217		AMC388128		4553;789		11N		10W		9, 10
AM 218		AMC388129		4553;790		11N		10W		9, 10
AM 219		▇▇▇▇▇▇▇▇▇		4553;791		11N		10W		9, 10
AM 220		AMC388131		4553;792		11N		10W		10
AM 221		AMC388132		4553;793		11N		10W		10
AM 222		AMC388133		4553;794		11N		10W		10
AM 223		AMC388134		4553;795		11N		10W		3, 10
AM 224		AMC388135		4553;796		11N		10W		10
AM 225		AMC388136		4553;797		11N		10W		3
AM 226		AMC388137		4553;798		11N		10W		3
AM 227		AMC388138		4553;799		11N		10W		3
AM 228		AMC388139		4553;800		11N		10W		3
AM 229		AMC388140		4553;801		11N		10W		3
AM 230		AMC388141		4553;802		11N		10W		3
AM 231		AMC388142		4553;803		11N		10W		10, 11
AM 232		AMC388143		4553;804		11N		10W		11
AM 233		AMC388144		4553;805		11N		10W		10, 11
AM 234		AMC388145		4553;806		11N		10W		11
AM 235		AMC388146		4553;807		11N		10W		2, 3, 10, 11
AM 236		AMC388147		4553;808		11N		10W		11
AM 237		▇▇▇▇▇▇▇▇▇		4553;809		11N		10W		2, 3, 11
AM 238		AMC388149		4553;810		11N		10W		2, 11
AM 239		AMC388150		4553;811		11N		10W		11
AM 240		AMC388151		4553;812		11N		10W		11
AM 241		AMC388152		4553;813		11N		10W		11
AM 242		AMC388153		4553;814		11N		10W		11
AM 243		AMC388154		4553;815		11N		10W		11

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 244		▇▇▇▇▇▇▇▇▇		4553;816		11N		10W		11
AM 245		AMC388156		4553;817		11N		10W		11
AM 246		AMC361736		4152;399		11N		10W		10
AM 247		AMC361737		4152;400		11N		10W		10
AM 248		AMC361738		4152;401		11N		10W		10,11
AM 249		AMC361739		4152;402		11N		10W		11
AM 250		AMC361740		4152;403		11N		10W		11
AM 251		AMC361741		4152;404		11N		10W		11
AM 252		AMC361742		4152;405		11N		10W		11
AM 253		AMC361743		4152;406		11N		10W		11
AM 254		AMC361744		4152;407		11N		10W		9, 15, 16
AM 255		AMC361745		4152;408		11N		10W		9, 16
AM 256		AMC361746		4152;409		11N		10W		9, 10, 15
AM 257		AMC361747		4152;410		11N		10W		9
AM 258		AMC361748		4152;411		11N		10W		9, 10
AM 259		▇▇▇▇▇▇▇▇▇		4152;412		11N		10W		9
AM 260		AMC361750		4152;413		11N		10W		9, 10
AM 261		AMC361751		4152;414		11N		10W		9
AM 262		AMC361752		4152;415		11N		10W		9, 10
AM 263		AMC361753		4152;416		11N		10W		9
AM 264		AMC361754		4152;417		11N		10W		27, 34
AM 265		AMC365258		4257;894		11N		10W		10, 11
AM 266		AMC365259		4257;895		11N		10W		11
AM 267		▇▇▇▇▇▇▇▇▇		4257;896		11N		10W		10, 11
AM 268		AMC365261		4257;897		11N		10W		10, 11
AM 269		AMC365262		4257;898		11N		10W		10, 11
AM 270		AMC365263		4257;899		11N		10W		10, 11
AM 271		AMC365264		4257;900		11N		10W		10, 11, 15

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 272		AMC365265		4257;901		11N		10W		10, 11, 14, 15
AM 273		AMC365266		4257;902		11N		10W		10, 15
AM 274		AMC365267		4257;903		11N		10W		14, 15
AM 275		AMC365268		4257;904		11N		10W		15
AM 276		AMC365269		4257;905		11N		10W		14, 15
AM 277		AMC365270		4257;906		11N		10W		15
AM 278		AMC365271		4257;907		11N		10W		14, 15
AM 279		AMC365272		4257;908		11N		10W		15
AM 280		AMC365273		4257;909		11N		10W		14, 15
AM 281		AMC365274		4257;910		11N		10W		15
AM 282		AMC365275		4257;911		11N		10W		14, 15
AM 283		AMC365276		4257;912		11N		10W		15
AM 284		AMC365277		4257;913		11N		10W		14, 15
AM 285		▇▇▇▇▇▇▇▇▇		4257;914		11N		10W		15
AM 286		AMC365279		4257;915		11N		10W		14, 15
AM 287		AMC365280		4257;916		11N		10W		10
AM 288		AMC365281		4257;917		11N		10W		10
AM 289		AMC365282		4257;918		11N		10W		10
AM 290		AMC365283		4257;919		11N		10W		10
AM 291		AMC365284		4257;920		11N		10W		10
AM 292		AMC365285		4257;921		11N		10W		10, 15
AM 293		▇▇▇▇▇▇▇▇▇		4257;922		11N		10W		10, 15
AM 294		AMC365287		4257;923		11N		10W		10, 15
AM 295		AMC365288		4257;924		11N		10W		15
AM 296		AMC365289		4257;925		11N		10W		15
AM 297		AMC365290		4257;926		11N		10W		15, 16
AM 298		AMC365291		4257;927		11N		10W		15

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 299		AMC365292		4257;928		11N		10W		15, 16
AM 300		AMC365293		4257;929		11N		10W		15
AM 301		▇▇▇▇▇▇▇▇▇		4257;930		11N		10W		15
AM 302		AMC366483		4285;507		11N		10W		9, 10
AM 303		AMC366484		4285;508		11N		10W		10
AM 304		AMC366485		4285;509		11N		10W		10
AM 305		AMC366486		4285;510		11N		10W		10
AM 306		AMC366487		4285;511		11N		10W		10
AM 307		AMC366488		4285;512		11N		10W		10
AM 308		AMC366489		4285;513		11N		10W		10, 11
AM 309		▇▇▇▇▇▇▇▇▇		4285;514		11N		10W		11
AM 310		AMC388157		4553;818		11N		10W		11, 12
AM 311		AMC388158		4553;819		11N		10W		2, 11
AM 312		AMC388159		4553;820		11N		10W		2, 11, 12
AM 313		AMC388160		4553;821		11N		10W		1, 2, 11, 12
AM 314		AMC388161		4553;822		11N		10W		12
AM 315		AMC388162		4553;823		11N		10W		12
AM 316		▇▇▇▇▇▇▇▇▇		4553;824		11N		10W		12
AM 317		AMC388164		4553;825		11N		10W		11, 12
AM 318		AMC388165		4553;826		11N		10W		12
AM 319		AMC388166		4553;827		11N		10W		11, 12
AM 320		AMC388167		4553;828		11N		10W		12
AM 321		AMC388168		4553;829		11N		10W		11, 12
AM 322		AMC388169		4553;830		11N		10W		12
AM 323		AMC388170		4553;831		11N		10W		11, 12
AM 324		▇▇▇▇▇▇▇▇▇		4553;832		11N		10W		12
AM 325		AMC388172		4553;833		11N		10W		13
AM 326		AMC388173		4553;834		11N		10W		13

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 327		AMC388174		4553;835		11N		9W/10W		18/13
AM 328		AMC388175		4553;836		11N		9W/10W		18, 19/13, 24
AM 329		AMC388176		4553;837		11N		9W		18, 19
AM 330		AMC388177		4553;838		11N		10W		13, 24
AM 331		AMC388178		4553;839		11N		9W/10W		19/ 24
AM 332		AMC388179		4553;840		11N		10W		24
AM 333		AMC388180		4553;841		11N		9W/10W		19/ 24
AM 334		AMC388181		4553;842		11N		10W		24
AM 335		AMC388182		4553;843		11N		9W/10W		19/ 24
AM 336		AMC388183		4553;844		11N		10W		24
AM 337		AMC388184		4553;845		11N		9W/10W		19/ 24
AM 338		AMC388185		4553;846		11N		10W		24
AM 339		AMC388186		4553;847		11N		9W/10W		19/ 24
AM 340		AMC388187		4553;848		11N		10W		24
AM 341		AMC388188		4553;849		11N		9W/10W		19/ 24
AM 342		▇▇▇▇▇▇▇▇▇		4553;850		11N		10W		24
AM 343		AMC388190		4553;851		11N		9W/10W		19/ 24
AM 344		AMC388191		4553;852		11N		10W		24
AM 345		AMC388192		4553;853		11N		9W/10W		19/ 24
AM 346		AMC388193		4553;854		11N		10W		24, 25
AM 347		AMC388194		4553;855		11N		9W/10W		19, 30/24, 25
AM 348		AMC388195		4553;856		11N		10W		24, 25
AM 349		AMC388196		4553;857		11N		10W		25
AM 350		▇▇▇▇▇▇▇▇▇		4553;858		11N		10W		25
AM 351		AMC388198		4553;859		11N		10W		25
AM 352		AMC388199		4553;860		11N		10W		25
AM 353		AMC388200		4553;861		11N		10W		25

 

 

Claim Name

BLM #

County Ref #

Township Range

Section

AM 354		AMC388201		4553;862		11N		10W		25
AM 355		AMC388202		4553;863		11N		10W		25
AM 356		AMC388203		4553;864		11N		10W		25
AM 357		AMC388204		4553;865		11N		10W		25
AM 358		AMC393473		4602;328		11N		10W		21
AM 359		AMC393474		4602;329		11N		10W		21
AM 360		AMC393475		4602;330		11N		10W		21
AM 361		AMC393476		4602;331		11N		10W		21
AP   9		▇▇▇▇▇▇▇▇▇		4833;734		11N		10W		9
AP  10		AMC410893		4833;735		11N		10W		9
AP  11		AMC410894		4833;736		11N		10W		9
AP  12		AMC410895		4833;737		11N		10W		9
AP  13		AMC410896		4833;738		11N		10W		9
AP  14		AMC410897		4833;739		11N		10W		9
AP  15		AMC410898		4833;740		11N		10W		9
AP  16		AMC410899		4833;741		11N		10W		9
AP  17		▇▇▇▇▇▇▇▇▇		4833;742		11N		10W		9, 16
AP  18		AMC410901		4833;743		11N		10W		9, 16
AP  22		AMC410905		4833;747		11N		10W		9, 10
AP  24		AMC410907		4833;749		11N		10W		9, 10
AP  26		AMC410909		4833;751		11N		10W		9, 10
AP  27		AMC410910		4833;752		11N		10W		9
AP  28		AMC410911		4833;753		11N		10W		9, 10
AP  30		AMC410913		4833;755		11N		10W		10
CE  1		AMC366751		4293;962		11N		10W		11
CE  2		AMC366752		4293;963		11N		10W		11
CE  3		AMC366753		4293;964		11N		10W		11
CE  4		AMC366754		4293;965		11N		10W		11

 

 

Claim Name

▇▇▇ #

▇▇▇▇▇▇ ▇▇▇ #

▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇  ▇		▇▇▇▇▇▇▇▇▇		4293;966		11N		10W		11
CE  6		AMC366756		4293;967		11N		10W		11
CE  7		AMC366757		4293;968		11N		10W		11
CE  8		AMC366758		4293;960		11N		10W		10
TH  1		AMC366759		4293;961		11N		10W		10

 

 

SCHEDULE "D"

SLICK ROCK PROPERTY

 

The following mining claims comprising a portion of the Slick Rock Property are located in San ▇▇▇▇▇▇ County, Colorado:

 

Claim Name		BLM #		County Ref #		Township Range				Section
BC 1		CMC264679		391965		T44N		R18W		28
BC 2		CMC264680		391966		T44N		R18W		28
BC 3		CMC264681		391967		T44N		R18W		20, 29
BC 4		CMC264682		391968		T44N		R18W		20, 29
BC 5		CMC264683		391969		T44N		R18W		20, 29
BC 6		CMC264684		391970		T44N		R18W		20, 29
BC 7		▇▇▇▇▇▇▇▇▇		391971		T44N		R18W		20, 29
BC 8		CMC264686		391972		T44N		R18W		20, 29
BC 9		CMC264687		391973		T44N		R18W		20, 21, 28, 29
BC 10		CMC264688		391974		T44N		R18W		21, 28
BC 11		CMC264689		391975		T44N		R18W		19
BC 12		CMC264690		391976		T44N		R18W		19
BC 13		CMC264691		391977		T44N		R18W		19
BC 14		CMC264692		391978		T44N		R18W		19
BC 15		▇▇▇▇▇▇▇▇▇		391979		T44N		R18W		19, 20
BC 16		CMC264694		391980		T44N		R18W		20
BC 17		CMC264695		391981		T44N		R18W		20
BC 18		CMC264696		391982		T44N		R18W		20
BC 19		CMC264697		391983		T44N		R18W		20
BC 20		CMC264698		391984		T44N		R18W		20
BC 21		CMC264699		391985		T44N		R18W		20
BC 22		CMC264700		391986		T44N		R18W		19
BC 23		▇▇▇▇▇▇▇▇▇		391987		T44N		R18W		19
BC 24		CMC264702		391988		T44N		R18W		19
BC 25		MC 264703		391989		T44N		R18W		▇▇
▇▇▇▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		30

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
Burro 2		CMC253059		371305		T44N		R18W		▇▇
▇▇▇▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		30
Burro 4		CMC253061		371307		144N		R18W		▇▇
▇▇▇▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		29, 30
Burro 6		CMC253083		371309		144N		R18W		▇▇
▇▇▇▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		2D
Burro 11		CMC253088		371314		T44N		R18W		2,21
Burro 12		CMC253089		371316		T44N		R18W		28, 29
Burro 13		CMC253070		371316		T44N		R18W		28, 29
Burro 14		CMC253071		371317		T44N		R18W		19, 30
Burro 15		CMC253072		371318		T44N		R18W		19, 30
Burro 16		CMC253073		371319		T44N		R18W		19, 30
Burro 17		CMC253074		371320		T44N		R18W		19, 30
Burro 18		CMC253075		371321		T44N		R18W		19, 20
Burro 19		▇▇▇▇▇▇▇▇▇		371322		T44N		R18W		28, 29
Burro. 19A		CMC253077		371790		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		19, 20
Burro 24		CMC254570		373707		T44N		R18W		20, 29
Burro 25		CMC254571		373706		T44N		R 18W		20, 29
Burro 26		CMC254572		373709		T44N		R1SW		20, 29
Burro 27		CMC254573		373710		T44N		R ▇▇▇		▇▇,▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇ ▇▇		20.29
Burro 29		CMC254575		373712		T44N		R1 SW		20, 29
Burro 30		CMC254576		373713		T44N		R18W		20, 21, 28, 29

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
Burro 31		CMC254577		373714		T44N		R18W		21, 28
Burro 32		CMC254578		373715		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		20, 21
Burro 39		CMC254585		373722		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		28, 29
Burro 41		▇▇▇▇▇▇▇▇▇		373724		T44N		R18W		28, 29
Burro 42		CMC254588		373725		T44N		R18W		28, 29
Burro 43		CMC254593		373726		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		19, 20
Burro 48		CMC254598		373731		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		28, 29
Burro 59		CMC254551		373742		T44N		R18W		28, 33
Burro 60		CMC254552		373743		T44N		R18W		28

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
Burro 61		▇▇▇▇▇▇▇▇▇		373744		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		28
Burro 67		CM 0254559		373750		T44N		R18W		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		21, 28
Burro 76		CMC254568		373759		T44N		R18W		21, 28
Burro 77		CMC254569		373760		T44N		R18W		21, 28
SR1		CMC278999		415604		T43N/44N		R18W		▇/▇▇
▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 3		CMC279001		415606		T43N/44N		R18W		▇/▇▇
▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 5		CMC279003		415608		T43N/44N		R18W		▇/▇▇
▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 7		CMC279005		415610		T43N/44N		R18W		▇/▇▇
▇▇ ▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 9		CMC279007		415612		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 11		CMC279009		415614		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 13		CMC279011		415616		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		34
SR 15		CMC279013		415618		T43N/44N		R18W		3/34

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
SR 16		▇▇▇▇▇▇▇▇▇		415619		T44N		R18W		34
SR 17		CMC279015		415620		T43N/44N		R18W		4/33, 34
SR 18		CMC279016		415621		T43N/44N		R18W		33, 34
SR 19		CMC279017		415622		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		33
SR 21		CMC279019		415624		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		33
SR 23		CMC279021		415626		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇▇		▇▇▇▇		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		33
SR 27		CMC279025		415630		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		33
SR 29		CMC279027		415632		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		33
SR 31		CMC279029		415634		T43N/44N		R18W		▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		33
SR 33		CMC279031		415636		T43N/44N		R18W		5/33
SR 34		CMC279032		415637		T43N/44N		R18W		▇/▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, 34
SR 41		CMC279039		415644		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, 34
SR 43		CMC279041		415646		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, 34
SR 45		CMC279043		415648		T44N		R18W		34

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
SR 46		CMC279044		415649		T44N		R18W		27, ▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, 28, 33, 34
SR 49		CMC279047		415652		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇,▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, ▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, ▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		28

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
SR 76		CMC279074		415679		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		27, 28
SR 83		CMC279081		415686		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		28, 21, 22, 27,
SR 86		CMC279084		415689		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		21, ▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		21, 27
SR 89		CMC283041		422087		T44N		R18W/19W		▇▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇/▇▇▇		▇▇/▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		19, 30
SR 94		CMC283046		422092		T44N		R18W		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		20, 21
SR 100		CMC283052		422098		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		21, 28
SR 102		CMC283054		422100		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		21, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		22, 27, 21, 21,
SR 105		▇▇▇▇▇▇▇▇▇		422103		T44N		R18W		22, 27

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
SR 106		CMC283058		422104		T44N		R18W		22, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		22, 27
SR 108		CMC283060		422106		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		22
SR 110		CMC285689		430415;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 112		CMC285691		430417;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 114		CMC285693		430419;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 116		CMC285695		430421;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 118		CMC285697		430423;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 120		CMC285699		430425;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 122		CMC285701		430427;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 124		CMC285703		430429;0;0		T44N		R18W		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇;▇;▇		▇▇▇▇		▇▇▇▇		24, 25
SR 126		CMC285705		430431;0;0		T44N		R18W		25
SR 127		▇▇▇▇▇▇▇▇▇		430432;0;0		T44N		R18W		24
SR 128		CMC285707		430433;0;0		T44N		R18W		24
SR 129		CMC285708		430434;0;0		T44N		R18W		24
SR 130		CMC285709		430435;0;0		T44N		R18W		24
SR 131		CMC285710		430436;0;0		T44N		R18W		24

 

 

Pursuant to the lease with URenergy, LLC to UEC dated May 23, 2012 and effective November 30, 2011, the following leased mining claims comprising a portion of the Slick Rock Property are located in San ▇▇▇▇▇▇ County, Colorado:

 

Claim Name		BLM #		County Ref #		Township Range				Section
MCT 1		CMC282313		420564		T44N		R18W		21, 22
MCT 2		CMC282314		420565		T44N		R18W		21, 22
MCT 3		▇▇▇▇▇▇▇▇▇		420566		T44N		R18W		21, 22
MCT 4		CMC282316		420567		T44N		R18W		21, 22
MCI 5		CMC282317		420568		T44N		R18W		21, 22
MCT 6		CMC282318		420569		T44N		R18W		21, 22
MCT 7		CMC282319		420570		T44N		R18W		21, 22
MCT 8		CMC282320		420571		T44N		R18W		21, 22
MCT 9		CMC282321		420572		T44N		R18W		21, 22
MCT 10		CMC282322		420573		T44N		R18W		21, 22
MCT 11		▇▇▇▇▇▇▇▇▇		420574		T44N		R18W		21, 22
MCT 12		CMC282324		420575		T44N		R18W		21, 22
MCT 13		CMC282325		420576		T44N		R18W		21, 22
MCT 14		CMC282326		420577		T44N		R18W		21, 22
MCT 15		CMC282327		420578		144N		R18W		21, 22
MCI 16		CMC282328		420579		T44N		R18W		21, 22
MCT 17		CMC282329		420580		T44N		R18W		21, 22
MCT 18		CMC282330		420581		T44N		R18W		21, 22
MCI 19		▇▇▇▇▇▇▇▇▇		420582		T44N		R18W		21, 22
MCT 20		CMC282332		420583		T44N		R18W		21, 22
MCT 21		CMC282333		420584		T44N		R18W		21, 22
MCT 22		CMC282334		420585		T44N		R18W		21, 22
MCT 23		CMC282335		420586		T44N		R18W		21, 22
MCT 24		CMC282336		420587		T44N		R18W		21, 22
MCT 25		CMC282337		420588		T44N		R18W		21, 22
MCT 26		CMC282338		420589		T44N		R18W		21, 22

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
MCT 27		CMC282339		420590		T44N		R18W		21, 22
MCT 28		CMC282340		420591		T44N		R18W		21, 22
MCT 29		CMC282341		424592		T44N		R18W		21, 22
MCT 30		CMC282342		420593		T44N		R18W		21, 22
MCT 31		CMC282343		420594		T44N		R18W		21, 22
MCT 32		CMC282344		420595		T44N		R18W		21, 22
MCT 33		CMC282345		420562		T44N		R18W		21, 22
MCT 34		CMC282346		420563		T44N		R18W		21, 22
MCT 35		CMC256458		380536		T44N		R18W		22, 23
MCT 36		▇▇▇▇▇▇▇▇▇		380537		T44N		R18W		22, 23
MCT 37		CMC256460		380538		T44N		R18W		23
MCT 38		CMC255837		379995		T44N		R18W		23
MCT 39		CMC255838		379996		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		22, 23
MCT 41		▇▇▇▇▇▇▇▇▇		379998		T44N		R18W		22
MCT 42		CMC255841		379999		T44N		R18W		22
MCT 43		CMC255842		380000		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		15, 22
MCT 45		CMC255844		380002		T44N		R18W		18, 22
MCT 46		CMC255845		380003		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		15, 22
MCT 48		CMC255847		380005		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		15, 22
MCT 50		CMC255849		380007		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		15, 22
MCT 52		CMC255851		380009		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		15, 22
MCT 54		CMC255853		380011		T44N		R18W		▇▇
▇▇▇ ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇▇▇		15, 16, 21, 22
MCT 56		CMC255855		380013		T44N		R18W		21, 22

 

 

Claim Name		BLM #		County Ref #		Township Range				Section
TAN 1		CMC282347		420541		T44N		R18W		22, 23, 26
TAN 2		CMC282348		420542		T44N		R18W		26
TAN 3		▇▇▇▇▇▇▇▇▇		420543		T44N		R18W		23, 26
TAN 4		CMC282350		420544		T44N		R18W		26
TAN 5		CMC282351		420545		T44N		R18W		23,26
TAN 6		CMC282352		420546		T44N		R18W		26
TAN 7		CMC282353		420547		T44N		R18W		23,26
TAN 8		CMC282354		420548		T44N		R18W		26
TAN 9		CMC282355		420549		T44N		R18W		23,26
TAN 10		▇▇▇▇▇▇▇▇▇		420550		T44N		R18W		26
TAN 11		CMC282357		420551		T44N		R18W		23,26
TAN 12		CMC282358		420552		T44N		R18W		26
TAN 13		CMC282359		420553		T44N		R18W		23,26
TAN 14		CMC282360		420554		T44N		R18W		26
TAN 15		CMC282361		420555		T44N		R18W		25,26
TAN 16		CMC282362		420556		T44N		R18W		26
TAN 17		CMC282363		420557		T44N		R18W		23
TAN 18		▇▇▇▇▇▇▇▇▇		420558		T44N		R18W		26
TAN 19		CMC282365		420559		T44N		R18W		23, 24, 25, 26
TAN 20		CMC282366		420560		T44N		R18W		25,26
TAN 21		CMC282367		420561		T44N		R18W		23
TAN 63		CMC282368		420596		T44N		R18W		29
TAN 64		CMC282369		420597		T44N		R18W		29
TAN 65		CMC282370		420598		T44N		R18W		29,32
TAN 66		CMC282371		420599		T44N		R18W		29,32
TAN 67		▇▇▇▇▇▇▇▇▇		420600		T44N		R18W		32
TAN 68		CMC282373		420601		T44N		R18W		32

 

 

Pursuant to the lease with URenergy, LLC to UEC dated May 23, 2012 and effective November 30, 2011, the following leased mining claims comprising a portion of the Slick Rock Property are located in Montrose County, Colorado:

 

Claim Name		BLM #		County Ref #		Township Range			Section
BJT 11		CMC279539		822072			R16W		7
BJT 12		CMC279540		822073			R16W		7, 18
BJT 13		CMC279541		822074			R16W		7
BJT 14		CMC279542		822075			R16W		7, 18
BJT 15		▇▇▇▇▇▇▇▇▇		822076			R16W		7
BJT 16		CMC279544		822077			R16W		7, 18
BJT 17		CMC279545		822078			R16W		7
BJT 18		CMC279546		822079			R16W		7, 18
BJT 19		CMC279547		822080			R16W		7
BJT 20		CMC279548		822081			R16W		7, 18
BJT 21		CMC279549		822082			R16W		7
BJT 22		▇▇▇▇▇▇▇▇▇		822083			R16W		7, 18
BJT 23		CMC279551		822084			R16W		6, 7
EVA 11		CMC278741		819463			R17W		2/35
EVA 12		CMC278742		819464			R17W		2/35
EVA 13		▇▇▇▇▇▇▇▇▇		819465			R17W		2/35
EVA 14		CMC278744		819466			R17W		35
EVA 15		CMC278745		819467			R17W		35
EVA 16		CMC278746		819468			R17W		35
EVA 17		CMC278747		819469			R17W		35

 

 

SCHEDULE "E"

▇▇▇▇▇▇▇ CREEK PROPERTY

 

The following mining claims comprising the ▇▇▇▇▇▇▇ Creek are located in Gila Salt River Meridian, Gila County, Arizona:

 

Claim Name		BLM #		County Ref #		Township Range				Section
Bak  1		AMC403601		2010-013872		6N		14E		20
Bak  2		AMC403602		2010-013873		6N		14E		20
Bak  3		AMC403603		2010-013874		6N		14E		20
Bak  4		AMC403604		2010-013875		6N		14E		20
Bak  5		AMC403605		2010-013876		6N		14E		20
Bak  6		AMC403606		2010-013877		6N		14E		29
Bak  7		AMC403607		2010-013878		6N		14E		29
Bak  8		▇▇▇▇▇▇▇▇▇		2010-013879		6N		14E		29
Bak  9		AMC403609		2010-013880		6N		14E		29
Bak 10		AMC403610		2010-013881		6N		14E		20
CS   1		AMC407697		2012-006602		6N		14E		19
CS   2		AMC407698		2012-006603		6N		14E		19
CS   3		AMC407699		2012-006604		6N		14E		19
CS   4		AMC407700		2012-006605		6N		14E		19, 20
CS   5		AMC407701		2012-006606		6N		14E		20
CS   6		AMC407702		2012-006607		6N		14E		20
CS   7		AMC407703		2012-006608		6N		14E		20
CS   8		AMC407704		2012-006609		6N		14E		20
CS   9		AMC407705		2012-006610		6N		14E		20
CS  10		AMC407706		2012-006611		6N		14E		20

 

 

CS  11		AMC407707		2012-006612		6N		14E		20
CS  12		▇▇▇▇▇▇▇▇▇		2012-006613		6N		14E		20
CS  13		AMC407709		2012-006614		6N		14E		19, 20
CS  14		AMC407710		2012-006615		6N		14E		19
CS  15		AMC407711		2012-006616		6N		14E		19
CS  16		AMC407712		2012-006617		6N		14E		19
CS  17		AMC407713		2012-006618		6N		14E		19
CS  18		AMC407714		2012-006619		6N		14E		19
CS 19		AMC407715		2012-006620		6N		14E		19, 20
CS 20		▇▇▇▇▇▇▇▇▇		2012-006621		6N		14E		20
CS 21		AMC407717		2012-006622		6N		14E		20
CS 22		AMC407718		2012-006623		6N		14E		20
CS 23		AMC407719		2012-006624		6N		14E		20
CS 24		AMC407720		2012-006625		6N		14E		20, 29
CS 25		AMC407721		2012-006626		6N		14E		20, 29
CS 26		AMC407722		2012-006627		6N		14E		20, 29
CS 27		AMC407723		2012-006628		6N		14E		18
CS 28		▇▇▇▇▇▇▇▇▇		2012-006629		6N		14E		18
CS 29		AMC407725		2012-006630		6N		14E		18
CS 30		AMC407726		2012-006631		6N		14E		18
CS 31		AMC407727		2012-006632		6N		14E		19
Oak  1		AMC403611		2010-013862		5N		14E		28
Oak  2		AMC403612		2010-013863		5N		14E		28
Oak  3		AMC403613		2010-013864		5N		14E		28
Oak  4		AMC403614		2010-013865		5N		14E		27

 

 

Oak  5		AMC403615		2010-013866		5N		14E		27
Oak  6		▇▇▇▇▇▇▇▇▇		2010-013867		5N		14E		27
Oak  7		AMC403617		2010-013868		5N		14E		27
Oak  8		AMC403618		2010-013869		5N		14E		27
Oak  9		AMC403619		2010-013870		5N		14E		28
Oak 10		AMC403620		2010-013871		5N		14E		28
Pen  1		AMC403621		2010-013882		7N		14E		2, 11
Pen  2		AMC403622		2010-013883		7N		14E		2, 1, 11, 12
Pen  3		AMC403623		2010-013884		7N		14E		1, 12
Pen  4		▇▇▇▇▇▇▇▇▇		2010-013885		7N		14E		1, 12
Pen  5		AMC403625		2010-013886		7N		14E		1, 12
Pen  6		AMC403626		2010-013887		7N		14E		1, 12
Pen  7		AMC403627		2010-013888		7N		14E		1, 12
Pen  9		AMC403628		2010-013889		7N		14E		1, 12
Pen 10		AMC403629		2010-013890		7N		14E		12
Pen 11		AMC403630		2010-013891		7N		14E		12
Pen 12		AMC403631		2010-013892		7N		14E		12
Pen 13		▇▇▇▇▇▇▇▇▇		2010-013893		7N		14E		12
Pen 14		AMC403633		2012-006599		7N		14E		12
Pen 15		AMC403634		2010-013895		7N		14E		12
Pen 16		AMC403635		2010-013896		7N		14E		11, 12
Pen 17		AMC403636		2010-013897		7N		14E		12
Pen 18		AMC403637		2010-013898		7N		14E		12
Pen 19		AMC403638		2010-013899		7N		14E		12
Pen 20		AMC403639		2010-013900		7N		14E		12

 

 

Pen 21		▇▇▇▇▇▇▇▇▇		2010-013901		7N		14E		12
Pen 22		AMC403641		2010-013902		7N		14E		12
Pen 23		AMC403642		2010-013903		7N		14E		12
Pen 24		AMC403643		2010-013904		7N		14E		12
Pen 25		AMC403644		2010-013905		7N		14E		12
Pen 26		AMC403645		2010-013906		7N		14E		12
Pen 27		AMC403646		2010-013907		7N		14E		12
Pen 28		AMC403647		2010-013908		7N		14E		12
Pen 29		AMC403648		2010-013909		7N		14E		12
Pen 30		AMC403649		2010-013910		7N		14E		11, 12
Pen 31		AMC403650		2010-013911		7N		14E		11
Pen 32		AMC403651		2010-013912		7N		14E		11, 14
Pen 33		AMC403652		2010-013913		7N		14E		11, 14, 12, 13
Pen 34		AMC403653		2010-013914		7N		14E		12, 13
Pen 35		AMC403654		2010-013915		7N		14E		12, 13
Pen 36		AMC403655		2010-013916		7N		14E		12, 13
Pen 37		AMC403656		2011-009766		7N		14E		12, 13
Pen 38		▇▇▇▇▇▇▇▇▇		2010-013918		7N		14E		12, 13
RC 10		AMC394981		2012-006600		6N		14E		17
RC 11		AMC394982		2008-013501		6N		14E		17
RC 12		AMC394983		2008-013502		6N		14E		17
RC 13		AMC394984		2008-013503		6N		14E		17
RC 14		AMC394985		2008-013504		6N		14E		17
RC 15		AMC394986		2008-013505		6N		14E		18
RC 16		AMC394987		2008-013506		6N		14E		18

 

 

RC 17		AMC394988		2008-013507		6N		14E		18
RC 18		▇▇▇▇▇▇▇▇▇		2012-006601		6N		14E		18
RC 19		AMC394990		2008-013509		6N		14E		18
RC 20		AMC394991		2008-013510		6N		14E		18
RC 21		AMC394992		2008-013511		6N		14E		17
RC 22		AMC394993		2008-013512		6N		14E		17
RC 23		AMC394994		2008-013513		6N		14E		17
RC 24		AMC394995		2008-013517		6N		14E		17
WC  62		AMC414006		2012-001455		6N		14E		18, 19
WC  63		AMC414007		2012-001456		6N		14E		19
WC  64		AMC414008		2012-001457		6N		14E		19
WC  65		AMC414009		2012-001458		6N		14E		19, 20, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		18, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		18, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		18, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇/▇▇▇		▇▇/▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇/▇▇▇		▇▇/▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19

 

 

▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, ▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		19, 20, 29, 30
WC  96		AMC416442		2012-006077		T6N		R13/14E		▇▇/▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇/▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇  ▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		30

 

 

▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		29, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		29, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		30, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		30, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		31

 

 

▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		30, ▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		▇▇
▇▇ ▇▇▇		▇▇▇▇▇▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇		▇▇▇		▇▇▇▇		30, ▇▇
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SCHEDULE "F"

FORM OF ROYALTY

 

ROYALTY AGREEMENT

 

● PROJECT

 

THIS AGREEMENT is made as of the ● day of July, 2018 (the "Effective Date")

 

AMONG

 

URANIUM ROYALTY CORP., a corporation duly organized under the laws of Canada

 

(the "Holder");

 

AND

 

●, a corporation duly organized and existing under the laws of ●

 

(the "Owner");

 

AND

 

URANIUM ENERGY CORP., a corporation duly organized under the laws of the State of Nevada

 

(the "Parent")

 

WHEREAS

 

A.

Pursuant to a Royalty Purchase Agreement dated July ●, 2018 between the Holder and the Parent (the "Purchase Agreement"), the Parent agreed to create and grant, and cause the Owner to create and grant to the Holder, a net smelter returns royalty in respect of the Property; and

 

B.

The Owner wishes to create and grant to the Holder a net smelter returns royalty in respect of the Property on the terms set forth herein.

 

NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties covenant and agree as follows:

 

 

Article 1.
INTERPRETATION

 

1.01 Defined Terms. Unless otherwise defined, all capitalized terms shall have the following meanings.

 

(a)

"affiliate" means as to any Person, any other Person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person;

 

(b)

"Agreement" means this agreement and all amendments, restatements or replacements made hereto by written agreement between the Parties;

 

(c)

"Business Day" means any calendar day other than a Saturday or Sunday or any day that is a statutory holiday in Vancouver, British Columbia;

 

(d)

"Claims" has the meaning ascribed thereto in Section 4.06(b);

 

(e)

"Control" means:

 

(i)

when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person at the relevant time of shares of such corporation carrying more than fifty percent (50%) of the voting rights ordinarily exercisable at meetings of shareholders of such corporation or carrying sufficient rights to elect a majority of the directors of such corporation or the ability of such Person to elect or appoint a majority of the directors or influence the voting of a majority of the directors through contract, understanding or other arrangement; and

 

(ii)

when applied to the relationship between a Person and a partnership or joint venture, the beneficial ownership by such Person at the relevant time of more than 50% of the ownership interests of the partnership or joint venture in circumstances where it can reasonably be expected that such Person directs the affairs of the partnership or joint venture;

 

and the words "Controlled by", "Controlling" and similar words have corresponding meanings; provided that a Person (the "first-mentioned Person") who Controls a corporation, partnership or joint venture (the "second-mentioned Person") shall be deemed to Control: (i) a corporation, partnership or a joint venture (the "third-mentioned Person") which is Controlled by the second-mentioned Person, (ii) a corporation, partnership or joint venture which is controlled by the third-mentioned Person, and (iii) so on;

 

(f)

"GAAP" means United States generally accepted accounting principles;

 

(g)

"Governmental Authority" means any multinational, federal, provincial, state, regional, municipal, local or other government or any governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau ministry or agency, domestic or foreign, any subdivision, agent, commission, board or authority of any of the foregoing and any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

 

 

(h)

"Gross Value" means:

 

(i)

in the case of any sales of Minerals by the Owner to any Person other than its affiliates or any other Person not dealing at arm’s length with the Owner the proceeds of sale of such Minerals received by the Owner or its affiliates from the sale of Minerals to a smelter, refiner, processor, purchaser or any other recipient of such production; and

 

(ii)

in the case of any sales of Minerals by the Owner to any of its affiliates or any other Person not dealing at arm’s length with the Owner, the applicable number of pounds of Minerals multiplied by the Market Value of such Minerals.

 

(i)

"Hedging Transactions" means any sales or dispositions of Minerals by the Owner in any commodity futures trading, option trading, metals trading, or sales or dispositions of Minerals for other than spot prices (including forward, pre-paid or long term selling transactions) or any combination thereof, and any other hedging transactions;

 

(j)

"Holder" has the meaning given to it in the preamble;

 

(k)

"Interest" has the meaning given to it in Section 2.02(e);

 

(l)

"Market Value" means

 

(i)

in the case of uranium oxide, the arithmetic average of the value in United States dollars per pound of uranium oxide published at month-end in The UX Weekly by the UX Consulting Company LLC ("UxC"), or its successor for the UxC price indicator entitled "Mth-End U3O8 Spot"; and

 

(ii)

in the case of any other Minerals or where the pricing in (i) above is no longer published, the price per pound of such product utilizing the generally accepted industry publication or other industry standard in the United States for establishing the average per pound spot price of any such Mineral and, if no such price is available, such average price per pound reflecting arm's length industry terms for the sale of such Minerals that the Parties agree to acting in good faith and reasonably (in the event that the Parties cannot agree as such, then such price shall be fully and finally determined by arbitration pursuant to Section 4.13, which determination shall be final and conclusive between the Parties).

 

(m)

"Minerals" means all marketable naturally occurring uranium, uranium oxide, uranium concentrates or any uranium or uranium oxide bearing material or by-products in whatever form or state (including uranium bearing ores in a raw state, leachate, pregnant slurries or mine waters) that is mined, extracted, removed, produced or otherwise recovered from the Property, in any form whatsoever, or any other beneficiated or derivative products thereof and including any such uranium, uranium oxide or uranium concentrate bearing materials or products derived from any processing or reprocessing of any tailings, waste rock, spoiled ▇▇▇▇▇ materials or other waste products or materials originally derived from the Property or any lands pooled or unitized therewith;

 

 

(n)

"Net Smelter Returns" means the actual aggregate Gross Value, directly or indirectly, received by or payable to the Owner and/or its affiliates from the sale or other disposition of Minerals (including insurance proceeds) or, if the account of the Owner at a Processor is credited with Minerals processed by the Processor, the Gross Value of Minerals so credited to the Owner calculated on the basis of the aggregate quantity of such Minerals so credited during the relevant time period, less the following specified expenses calculated on a per pound basis:

 

(i)

all non-refundable direct sales taxes, use taxes, gross receipts taxes and severance taxes, payable by the Owner, that are based directly upon, and assessed against, the value or quantity of Minerals produced, sold or otherwise disposed of from the Property; but excluding any and all taxes based upon the net or gross income of the Owner or other operator of the Property, the value of the Property or the privilege of doing business, and other taxes assessed on a similar basis; and

 

(ii)

all transportation costs, including related insurance costs, for transportation of Minerals from the Property to a Processor or to the point of sale, and all direct charges and/or costs charged by any smelter, refiner, mint and/or other Processor of the Minerals, including penalties, if any (provided such charges, costs and/or penalties have not been previously deducted by the Processor). Provided, however, that if the smelting, refining, minting and/or further processing is carried out at facilities owned or controlled, in whole or in part, by the Owner or its affiliates or any other Person not dealing at arm’s length with the Owner, then the charges and costs for such smelting, refining, minting and/or further processing of such Minerals shall be the lesser of (A) the charges and other costs the Owner would have incurred if such smelting, refining, minting and/or further processing was carried out at facilities that are not owned or controlled by the Owner or its affiliates and that are offering comparable services for comparable products, and (B) the actual charges and costs incurred by the Owner with respect to such smelting, refining, minting and/or further processing;

 

(o)

"Notice" has the meaning given to it in Section 4.14;

 

(p)

"Owner" has the meaning given to it in the preamble;

 

(q)

"Parent" has the meaning given to it in the preamble;

 

(r)

"Parties" and "Party" have the respective meanings given to them in the recitals;

 

 

(s)

"Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

 

(t)

"Place of Delivery" means the place directed by the Holder to the Owner in writing;

 

(u)

"Prime" means on any day, the rate of interest expressed as a rate per annum, that The Bank of Nova Scotia establishes at its head office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as the reference rate of interest that it will charge on that day for U.S. dollar demand loans to its most credit worthy customers in Canada and which it at present refers to as its prime rate;

 

(v)

"Processor" means collectively any third-party mill, smelter, refinery or other processor of the Minerals which processes any Minerals to the final product stage before sale or other disposition by or for the account of the Owner;

 

(w)

"Property" means the mining claims and lease interests listed in Schedule A to this Agreement and any other claims, mineral rights, leases, fee lands, exploration and prospecting permits, tenures and other mineral or property interests of the Owner or any of its or the Parent's affiliates or purchased, acquired or otherwise obtained by the Owner or any of its or the Parent's affiliates after the date hereof, within the outside boundaries of any part of the Property as they exist on the date of this Agreement, as set out in Schedule B and, in each case, together with any present or future renewal, extension, modification, relocation, substitution, amalgamation, replacement, succession, conversion, concession, demise to lease, renaming or variation of any such claims, mineral rights, leases, fee lands, exploration and prospecting permits, tenures or other mineral or property interests or additional acquired interests (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain);

 

(x)

"Purchase Agreement" has the meaning given to it in the preamble; and

 

(y)

"Royalty" has the meaning given to it in Section 2.01.

 

Section 1.02   Rules of Interpretation

 

(a)

Currency. Unless otherwise specified, all references to money amounts are to the lawful currency of the United States of America. If the Owner or any of its affiliates receives payment for the sale of Minerals in a currency other than U.S. Dollars, then such payments shall be converted into U.S. Dollars on the date of receipt of such payment using the United States Federal Reserve Board exchange rate for such other currency on such day.

 

(b)

Accounting Principles. All calculations under this Agreement shall be made in accordance with GAAP, as the same may be in effect from time to time.

 

 

(c)

Headings and Schedules. Headings of Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

 

(d)

Including. Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation".

 

(e)

No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

 

(f)

Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

 

(g)

Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Party or circumstances.

 

Article 2.
ROYALTY

 

Section 2.01   Royalty.  The Owner hereby irrevocably grants, sells, assigns, transfers, conveys and agrees to pay to the Holder a royalty (the "Royalty") on the Property equal to one percent (1.0%) of the Net Smelter Returns. The Owner and the Holder expressly acknowledge and agree that the grant, sale, transfer and conveyance of the Royalty is effective as of the date of this Agreement and is intended to run with and bind the Property and the interest of the Owner to the Property and shall be binding upon the successors and assigns of the Owner and all successors of the Owner in title to the Property.

 

Section 2.02   Time and Manner of Royalty Payments.

 

(a)

Payment of the Royalty shall be calculated and paid for each fiscal quarter of each calendar year during the term of this Agreement (each, a "quarter") (i.e., each succeeding three-month period of a calendar year, the first quarter commencing on January 1st), commencing with the quarter (or the remainder of the quarter) in which the date of this Agreement falls. The Royalty for each quarter shall be paid by certified cheque, bank draft or wire transfer (in the sole and absolute discretion of the Holder) in United States dollars, on or before the day that is thirty (30) days after the last day of each quarter. Any adjustment to the determination of any Royalty payment shall be made on the next scheduled Royalty payment. All such Royalty and adjustment payments shall be delivered to the Holder at the Place of Delivery, in such manner as specified in writing by the Holder.

 

 

(b)

At least sixty (60) days prior to commencing any mining of the Property and concurrently with the release of any annual report by the Owner, the Owner shall deliver to the Holder a reasonably detailed and reasoned estimate specific to the Property of the mineral resources and/or proven and probable reserves of Minerals on, in or under the Property.

 

(c)

At the time each Royalty payment is paid to the Holder, the Owner shall prepare and deliver to the Holder a statement setting out in reasonable detail the manner in which such Royalty payment was calculated, including: (i) the type and quantities of Minerals sold or otherwise disposed of by the Owner and/or its affiliates with respect to such quarter or the amount of Minerals produced and credited to the account of the Owner for such quarter, as the case may be: (ii) the quantities of Minerals to which such Royalty payment is applicable: (iii) the calculation of the applicable Net Smelter Returns, including specific details of any allowable deductions from the Gross Value set forth under the definition of "Net Smelter Returns" herein on an itemized basis; (iv) the calculation of Interest accrued on such Royalty payment, if any; (v) in the event of any commingling as contemplated in Section 2.03, a detailed summary of the determination by the Owner of the quantity of Minerals commingled in accordance with Section 2.03 and subject to the Royalty; and (vi) in the case of any Minerals in the form of ores mined and stockpiled but not sold or processed by the Owner during the previous quarter, the tonnage and location of such Minerals so stockpiled.

 

(d)

Notwithstanding any other provision in this Agreement, the Owner shall not be obligated to make any Royalty payment before the Owner has received possession of or been credited with Minerals, or been credited with the sale or other disposition of Minerals (but, for the avoidance of doubt, shall be obligated to make such payment upon being credited with the sale or other disposition of Minerals, whether the Owner is in receipt of payment or not).

 

(e)

The Holder may object in writing to any statement or Royalty payment amount within twelve (12) months of the receipt by the Holder of the relevant and complete statement in respect of such Royalty payment in accordance with Section 2.02(c). If it is determined by written agreement of the Parties or by arbitration that any Royalty payment has not been properly paid in full as provided in this Agreement, the Owner shall pay interest on the delinquent payment at a rate of Prime plus 5% per annum ("Interest"), commencing on the date on which such delinquent payment was properly due and continuing until the date on which the Holder receives payment in full of such delinquent payment and all accrued interest on such delinquent payment. For the purposes of this Section 2.02(e), Prime shall be determined as of the date on which such delinquent payment was properly due.

 

(f)

If it is determined by agreement of the Parties or by arbitration that any Royalty payment was overpaid, or that no Royalty was payable at the relevant time, then the Owner shall be entitled to offset such amount against the next Royalty payment.

 

 

(g)

All Royalty payments, including Interest, if any, will be made subject to withholding or deduction in respect of the Royalty for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied on such Royalty payment by or on behalf of any Governmental Authority having power and jurisdiction to tax and for which the Owner is obligated in law to withhold or deduct and remit to such Governmental Authority. The Owner shall set out in the statement referred to in Section 2.02(c) any amount so withheld.

 

(h)

All tailings, waste rock or other waste products resulting from the mining, milling or other processing of ores derived from the Property from and after the date of this Agreement shall be the sole and exclusive property and responsibility of the Owner, but shall be subject, at all times, to the Royalty and the terms of this Agreement, including the provisions in respect of commingling, if such tailings, waste rock or other waste products are processed in the future resulting in the production of Minerals from such tailings, waste rock or other waste products.

 

(i)

For the purposes of the calculation of the Royalty in respect of any Hedging Transaction, the Gross Value shall be deemed to be the number of pounds of minerals underlying such Hedging Transaction multiplied by the Market Value and shall not be calculated based on the actual proceeds received from such Hedging Transactions.

 

Section 2.03   Commingling.

 

(a)

The Owner shall be entitled to commingle Minerals from the Property and from any other properties owned or leased by the Owner, during the stockpiling, milling (concentrating), smelting, refining, minting or further processing of Minerals produced from the Property, but, for the avoidance of doubt, not at any time prior to or during the mining phase of production.

 

(b)

Before any Minerals are commingled with ores or minerals from any other properties, including stockpiling, the Minerals shall be measured and sampled in accordance with sound mining and metallurgical practices for moisture, metal and other appropriate content. Representative samples of the Minerals shall be retained by the Owner and assays (including penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, mineral, water and other appropriate content of the Minerals. From this information, the Owner shall determine the quantity of the Minerals subject to the Royalty notwithstanding that the Minerals have been commingled with ores or minerals from other properties. Twelve (12) months after the expiration of the period of objection described in 2.02(e) above, the Owner may dispose of the materials and data required to be produced and kept by this Section 2.03(b).

 

Section 2.04   Hedging Transactions. All profits, losses and expenses resulting from any Hedging Transaction are specifically excluded from calculations of Royalty payments pursuant to this Agreement. All Hedging Transactions shall be for the Owner's sole account and shall not affect the calculation and payment to the Holder of the Royalty payment, which shall be calculated and paid in accordance with Section 2.02 above.

 

 

Section 2.05   Stockpiling. The Owner or operator shall be entitled to stockpile, store or place ores of mined rock containing Minerals produced from the Property in any locations owned, leased or otherwise controlled by the Owner or its affiliates or the Processor on or off the Property; provided, however, that the same are appropriately identified as to ownership and origin and secured from loss, theft, tampering and contamination.

 

Section 2.06   Books, Records and Inspections.

 

(a)

The Owner shall keep true, complete and accurate books and records of all of its operations and activities with respect to the Property, including the mining of Minerals from the Property and the mining, treatment, processing, refining and transportation of Minerals, prepared in accordance with GAAP. Subject to complying with the confidentiality provisions in Article 3, the Holder and/or its authorized representatives shall be entitled, upon delivery of ten (10) days' advance notice, and during the normal business hours of the Owner, to perform audits or other reviews and examinations of the Owner's books and records relevant to the calculation and payment of the Royalty pursuant to this Agreement no more than twice per calendar year to confirm compliance with the terms of this Agreement, including calculations of Net Smelter Returns. Without limiting the generality of the foregoing, the Holder shall have the right to audit all invoices and other records relating to the transportation of Minerals from the Property to any mill, refinery or other Processor at which Minerals from the Property may be milled, smelted, concentrated, refined or otherwise treated or processed, and relating to the transportation of Minerals in the form of concentrates, doré, slag or other waste products from any mill at which Minerals from the Property may be milled, to a Processor. The Holder shall diligently complete any audit or other examination permitted under this Section 2.06. All expenses of any audit or other examination permitted under this Section 2.06 shall be paid by the Holder, unless the results of such audit or other examination permitted under this Agreement disclose a deficiency in respect of any Royalty payments paid to the Holder in respect of the period being audited or examined in an amount greater than 5% of the amount of the Royalty properly payable with respect to such period, in which event all expenses of such audit or other examination shall be paid by the Owner.

 

(b)

In performing such audit, the Holder and/or its agents shall have reasonable access to all sampling, assay, weighing, and production records, including all mining, stockpile and milling records of the Owner relating to the Property and any Minerals derived from the Property (and the Holder shall be allowed to make notes or photocopies), all of which such records shall be kept and retained by the Owner or operator of the Property in accordance with sound mining and metallurgical practices for the period of retention set out in Section 2.03(b).

 

 

Section 2.07   Monitoring. Subject at all times to the workplace rules and supervision of the Owner and provided any rights of access do not interfere with any exploration, development, mining or milling work conducted on the Property or at any mill at which Minerals from the Property may be processed, the Holder shall at all reasonable times and upon reasonable notice, and at its sole risk and expense, have: (a) a right of access by its representatives to the Properties and to any mill used by the Owner or its affiliates to process Minerals derived from the Property (provided that, if such mill is not owned or controlled by the Owner, such right of access shall only be the same as any such right of access of the Owner; and (b) the right (i) to monitor the Owner's stockpiling and milling of ore or Minerals derived from the Property and to take samples from the Property or any stockpile or from any mill or Processor (if not prohibited under any contract between the Owner and any such Processor) for purposes of assay verifications, and (ii) to weigh or to cause the Owner to weigh all trucks, rail cars or other transportation method transporting Minerals from the Property to any mill processing Minerals from the Property prior to dumping of such ore and immediately following such dumping.

 

Section 2.08   Conduct of Operations.

 

(a)

Subject to Sections 2.08(b) and 2.08(c), all decisions concerning methods, the extent, times, procedures and techniques of any: (i) exploration, development and mining related to the Property, (ii) leaching, milling, processing or extraction treatment, if any; and (iii) materials to be introduced on or to the Property or produced from the Property, shall be made by the Owner in its sole and absolute discretion and all decisions concerning the sale or other disposition of Minerals (including, without limitation, decisions as to buyers, times of sales, whether to store or stockpile Minerals for a reasonable length of time) from the Property shall be made by the Owner, acting reasonably and in accordance with good mining and engineering practices.

 

(b)

The Owner shall not be required to mine Minerals but shall process any Minerals that it mines from the Property as expeditiously as possible. The Owner shall not be responsible for or obliged to make any Royalty payments for Minerals or Mineral value lost in any mining or processing of the Minerals conducted in accordance with generally accepted mining practices at the applicable time.

 

(c)

The Owner shall use its reasonable commercial efforts to sell all Minerals at the highest possible prices it is able to negotiate.

 

Article 3.
CONFIDENTIALITY

 

(a)

Subject to Article 3(c), no Party shall, without the express written consent of the other Party, which consent shall not be unreasonably withheld or delayed, disclose any non-public information in respect of the terms of this Agreement or otherwise received under or in conjunction with this Agreement and, in the case of the Holder, concerning Minerals and operations on the Property or any other properties owned or leased by the Owner, other than to its employees, agents and/or consultants for purposes related to the administration, or assignment by the Holder, of this Agreement and no party shall issue any press releases concerning the terms of this Agreement or, in the case of the Holder, in respect of the operations of the Owner, without the consent of the other Party after such Party having first reviewed the terms of such press release. Each Party agrees to reveal such information only to its employees, agents and/or consultants who need to know, who are informed of the confidential nature of the information and who agree to be bound by the terms of this Article 3.

 

 

(b)

The Parties may disclose data or information obtained under or in conjunction with this Agreement and otherwise prohibited from disclosure by this Article 3 after providing the other parties with a copy of the proposed disclosure and if the other Party does not object, acting reasonably, to such disclosure by notice in writing to such party within 48 hours after receipt of such copy:

 

(i)

to any third Person to whom such party in good faith anticipates selling or assigning its interest under this Agreement;

 

(ii)

to a prospective lender to such Party; or

 

(iii)

to a prospective equity financier or investor of such Party,

 

provided that, in each case, the Party to whom disclosure is proposed shall first have been provided with and signed and delivered to the other Party a confidentiality agreement executed by such third party purchaser, lender, financier or investor which agreement shall include the confidentiality provisions of this Article 3.

 

(c)

The Parties may disclose data or information obtained under this Agreement if required to do so for compliance with applicable laws, rules, regulations or orders of a Governmental Authority or stock exchange having jurisdiction over such Party; provided, however, that such Party shall disclose only such data or information as, in the opinion of its counsel, is required to be disclosed and provided further that it will provide the other Party with a copy of the proposed disclosure and the other Party shall be given the right to review and object to the data or information to be disclosed within 48 hours of its receipt of such copy prior to any release, and any such release will be subject to any reasonable objections or changes proposed by the other Party.

 

Article 4.
ADDITIONAL TERMS

 

Section 4.01   Applicable Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of ●, without regard to the conflict of laws provisions thereof.

 

Section 4.02   Waiver.  The failure of any Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Party's right thereafter to enforce any provision or exercise any right hereunder.  A waiver of any provision of this Agreement shall not be effective unless in writing and signed by the party against whom it is to be enforced.

 

 

Section 4.03   Assignment by Holder. The Holder shall have the right, at any time and from time to time, to assign, transfer, convey, mortgage, pledge or charge any portion or all of the Royalty and its interest in and to this Agreement. The Owner covenants and agrees that it shall be bound by and shall perform and that it will acknowledge in writing in favour of such assignee, transferee, mortgagee, pledgee or chargee that it is bound by and shall perform, the terms of this Agreement upon any such assignment, transfer, conveyance, mortgage, pledge or charge. The Holder shall notify the Owner in writing prior to the completion of any such assignment, transfer or conveyance, confirming the identity of such transferee, the appropriate Place of Delivery and the new address for notice to such transferee.

 

Section 4.04   Transfer by Owner. The Owner shall be entitled to assign, sell, transfer, lease, mortgage, charge or otherwise encumber the Property or the Minerals or the proceeds from the Minerals and its rights and obligations under this Agreement; provided, however, the following conditions are satisfied and, upon such conditions being satisfied in respect of any such assignment, sale or transfer and, subject to the provision of Section 4.10, the Owner and, unless the transfer is to an affiliate of the Owner or Parent, the Parent shall be released from all obligations under this Agreement (other than with respect to obligations, including as to payments of Royalty and other amounts hereunder, accrued or payable in respect of any period prior thereto):

 

(a)

any purchaser, transferee, lessee or assignee of the Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by the terms of this Agreement, including this Section 4.04 and the indemnity set out in Section 4.06(b);

 

(b)

any purchaser, transferee, lessee or assignee of this Agreement has simultaneously acquired the Owner's right, title and interest in and to the Property;

 

(c)

any mortgagee, chargee, lessee, assignee or encumbrancer of the Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by and subject to the terms of this Agreement if it takes possession of or forecloses on all or part of the Property and acknowledges that the Holder shall be entitled to receive the Royalty payments to which it is entitled under this Agreement in priority to any payments to such mortgagee, chargee, lessee, assignee or encumbrancer and undertakes to obtain an agreement in writing in favour of the Holder from any subsequent purchaser, lessee, assignee or transferee of such mortgagee, chargeholder, lessee or encumbrancer that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement, including this Section 4.04;

 

(d)

any royalty or other similar interest in or to the Property or in and to any Minerals granted by the Owner after the date of this Agreement shall contain a term to the effect that no payment, in cash or in product in kind, shall be made until the Royalty granted under this Agreement has been paid in full for the relevant time period. Notwithstanding anything else herein, the Owner shall not, and shall cause its affiliates not to, create, grant, sell or allow to be created or granted any other royalties or similar interest in respect of the Property, without the prior written consent of the Holder, which consent will not be unreasonably withheld; and

 

 

(e)

the Owner provides prior written notice to the Holder of any such assignment, sale, lease, transfer or charge if reasonably practicable and, in any event, provides such written notice as soon as reasonably practicable thereafter.

 

Section 4.05   Registration. Notwithstanding Article 3, the Holder may cause, at its own expense, the due registration of this Agreement or notice of this Agreement against the title to the Property. The Owner covenants and agrees that it shall co-operate with such registration and provide its written consent or signature to any documents or things reasonably necessary to accomplish such registration in order to ensure that any successor or assignee or other acquiror or assignment of sale, lease, transfer or charge, if practicable and, in any event, provides such written notice as soon as reasonably practicable thereafter to any such encumbrancer of the Owner's title to the Property, or any interest in the Property, shall have public notice of this Agreement and the terms of this Agreement. If any additional claims, mineral rights, leases, fee lands, exploration and prospecting permits, tenures or other mineral or property interests or additional acquired interests is acquired by or is granted to the Owner or its affiliates that are part of the Property, or if any present or future renewal, extension, modification, relocation, substitution, amalgamation, replacement, succession, conversion, concession, demise to lease, renaming or variation of any interest in the Property of the Owner or its affiliates is acquired as contemplated in the definition of Property, the Owner agrees to execute and deliver such document or documents as the Holder may reasonably request to acknowledge that the Royalty or any mortgage or security interest is applicable thereto including, without limitation, any registration or recording document of any nature whatsoever, inclusive of those contemplated in this Subsection 4.05.

 

Section 4.06   Representations of the Owner.

 

(a)

The Owner hereby represents and warrants that it has the corporate power, capacity and authority to grant the Royalty to the Holder and such grant and the execution and delivery of this Agreement by the Owner has been duly authorized by all required corporate action of the Owner and this Agreement represents a valid and binding obligation of the Owner duly enforceable against it by the Holder.

 

(b)

It is acknowledged that the Holder has no involvement in the carrying out of work related to or conducted on, in or under the Property or in any decisions related to the Property or any work related to or conducted on, in or under the Property from and after the date of this Agreement, all such matters being in the sole control of the Owner. The Owner hereby indemnifies and saves harmless the Holder and its respective affiliates and their respective directors, officers, shareholders and employees from and against any and all costs, expenses, (including reasonable fees and expenses of legal counsel), damages, obligations, penalties, claims, orders or directives or other liability of any nature whatsoever ("Claims") incurred in respect of or arising out of the Property or the title to the Property or ownership of the Property, or any work, operation, activities or event on the Property conducted or arising from and after the date of this Agreement by virtue or by reason of the status of the Holder as a royalty holder.

 

 

Section 4.07   Parent Guarantee. The Parent hereby irrevocably and unconditionally guarantees to the Holder the performance by the Owner of its obligations pursuant to this Agreement. The Parent shall be liable jointly and severally with the Owner to the Holder for the failure of the Owner to discharge any of its obligations under this Agreement or arising in connection with the transactions contemplated in this Agreement.

 

Section 4.08   Further Assurances.  Each of the Parties will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further documents and instruments and do all acts and things as may be reasonably required to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

 

Section 4.09   No Partnership. Nothing in this Agreement shall be construed to create, expressly or by implication, a joint venture, partnership, commercial partnership or other partnership relationship between the Holder and the Owner and/or the Parent.

 

Section 4.10   Assignment. Any assignment, transfer, conveyance, mortgage, pledge or charge or lease or purported assignment, transfer, conveyance, mortgage, pledge or charge or lease of any interest in the Property by the Owner, or in, to or arising under this Agreement by the Owner, the Parent or the Holder, which does not comply with the terms of this Agreement shall be null and void and of no force or effect whatsoever. Notwithstanding any other provision in this Agreement, including the provisions of Section 4.04, the Owner shall remain liable for all covenants, obligations, representations and warranties and indemnities of the Owner contained in this Agreement, despite any assignment, transfer, conveyance, mortgage, pledge, charge or lease of any interest in the Property by the Owner, or in, to or arising under this Agreement, to any affiliate of the Owner, until such time as the affiliate is released pursuant to Section 4.04.

 

Section 4.11   Amendment. No amendment to this Agreement may be made unless agreed to by the Parties in writing.

 

Section 4.12   Abandonment / Relinquishment. For the sake of clarity, in the event that the Owner abandons, surrenders or relinquishes any interest comprising all or part of any of the Property and, after such abandonment, surrender or relinquishment, the Owner and/or any of its affiliates reacquires any such interest, then such reacquired interest shall be included in the Property for the purposes of this Agreement and the terms of this Agreement shall apply thereto.

 

 

Section 4.13   Dispute Resolution. Except as otherwise provided in this Agreement, all disputes arising under or in connection with this Agreement, or the construction or enforcement thereof shall be resolved by arbitration in accordance with this Section. In the event of any such dispute, either the Owner, on behalf of itself and the Parent, or the Holder may provide a Notice to the other Party summarizing the grounds for the Dispute (in this Section, a "Dispute Notice"). The Owner, on behalf of itself and the Parent, and the Holder shall endeavor to resolve any dispute amicably by negotiation between a member of senior management of each of the Owner and the Holder who has authority to settle the dispute. Any settlement of a dispute by the Owner and the Holder resulting from such negotiations shall be binding on the Parent. Any dispute that is not resolved by such negotiation shall be finally determined by arbitration administered by the international division of the American Arbitration Association, the International Centre for Dispute Resolution (in this Section, the "ICDR") in accordance with its International Arbitration Rules (in this Section, the "Rules"). Any Party may initiate such arbitration following thirty (30) days after the delivery of a Dispute Notice. The place of arbitration shall be ●, ●. The arbitration shall be conducted in the English language. Each Party reserves the right to apply to any court of competent jurisdiction for provisional and/or interim relief including pre-arbitral attachments or injunctions and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate; provided, however, that after the arbitral tribunal is constituted the tribunal shall have sole jurisdiction to consider applications for provisional and/or interim relief and any such measures ordered by the arbitration tribunal may be specifically enforced by any court of competent jurisdiction. For disputes involving amounts of $500,000 or less, the Owner, on behalf of itself and the Parent, and the Holder shall attempt, by mutual agreement, to agree upon a sole arbitrator within thirty (30) days from the date of the initiating Party’s commencement of the arbitration. If the Owner and the Holder cannot agree upon a sole arbitrator within such thirty (30) day period, the ICDR shall make the appointment in accordance with the Rules. In the case of disputes involving amounts of more than $500,000, the arbitration shall be conducted by a panel of three arbitrators with one arbitrator being selected by the initiating Party at the time it commences the arbitration, one arbitrator being selected by the responding Party within thirty (30) days of the commencement of the arbitration and the third arbitrator, who shall act as the presiding arbitrator, being selected by mutual agreement of the arbitrator selected by the initiating party and the arbitrator selected by the responding party (it being understood and agreed that the Owner shall select one arbitrator on behalf of itself and the Parent and a selection by the Owner of such arbitrator shall be binding upon the Parent). If such two arbitrators cannot agree within thirty (30) days of commencement of the arbitration upon the appointment of the third arbitrator, the third arbitrator shall be appointed by the ICDR in accordance with the Rules. Moreover, if a Party shall fail to appoint an arbitrator within the specified time period, such arbitrator and the third arbitrator shall be appointed by the ICDR in accordance with the Rules. Notwithstanding the foregoing, the arbitrator or arbitrators, as the case may be, shall be lawyers with at least ten years' experience with international commercial transactions. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Any award of the arbitral tribunal shall be final and binding on the Parties. The Parties undertake to comply fully and promptly with any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.

 

Section 4.14   Notices.  Any notices and other required communications (a "Notice") to the parties to this Agreement shall be in writing, and shall be addressed respectively as follows:

 

If to URC:

 

▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

 

With a copy to (which copy shall not constitute Notice):

 

Sangra Moller LLP

▇▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇

▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

If to UEC:

 

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇

▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to (which shall not constitute Notice):

 

▇▇▇▇▇▇▇▇ LLP

Royal Centre, 1055 West Georgia Street

Suite 1500, P.O. Box 11117

▇▇▇▇▇▇▇▇▇, ▇▇

▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇ ▇. Deutsch

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇

 

All Notices shall be given (a) by personal delivery to the other party, (b) by electronic communication, with a confirmation sent by registered or certified mail, return receipt requested, or (c) by registered or certified mail, return receipt requested. Notices shall be effective and shall be deemed delivered on receipt if delivered during normal business hours, and, if not delivered during normal business hours, on the next Business Day following delivery. A party may change its address by Notice to the other parties.

 

Section 4.15   Entire Agreement.  This Agreement sets forth the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior discussions, letters of intent or agreements in principle between the Parties.

 

Section 4.16   Binding Effect; No Third Party Beneficiaries. This Agreement shall be binding upon and shall inure to the exclusive benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns and nothing in this Agreement, express or implied, is intended to, nor shall it, confer in any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  

 

Section 4.17   Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

 

[Remainder of page intentionally blank]

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

 

URANIUM ROYALTY CORP.

●

 

By:			By:
Name:			Name:
Title:			Title:

 

URANIUM ENERGY CORP.

 

By:
Name:
Title:

 

 

SCHEDULE "G"

CONSENTS AND APPROVALS

 

Respecting UEC:

 

The consent of UEC’s lenders pursuant to a second amended credit agreement between UEC and its lenders, Sprott Resource Lending Partnership, CEF (Capital Markets) Limited and Resource Income Partners Limited Partnership, dated February 9, 2016, and all assignees of such lenders, which includes The ▇▇▇▇ and ▇▇▇▇▇▇ Rule Family Trust (now named RIBO Trust), Suntrail Investments Ltd. and ▇▇▇▇▇ ▇▇▇▇.

 

Respecting the Purchaser:

 

The consent of the Purchaser’s lenders pursuant to the credit agreement dated July 3, 2018 between URC, Sprott Resource Lending Corp., as agent, Sprott Resource Lending Corp. , as security agent, Sprott Resource Holdings Inc., Sprott Resource Lending Corp., Term Oil Inc. and Natural Resource Income Investing Limited Partnership, as original lenders.

 

 

SCHEDULE "H"

FORM OF DECLARATION

 

TO:	URANIUM ROYALTY CORP.
AND TO:	ITS REGISTRAR AND TRANSFER AGENT

 

The undersigned (a) acknowledges that the sale of the securities of Uranium Royalty Corp. (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act") and (b) certifies that (1) the undersigned is not an affiliate of the Corporation (as that term is defined in Rule 405 under the 1933 Act), (2) the undersigned is not an underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of the securities, and is not receiving a selling commission, fee or other remuneration in connection with the sale, (3) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a "Designated Offshore Securities Market" as defined in Rule 902 of Regulation S under the 1933 Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (4) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (5) to the best knowledge of the undersigned, the buyer is not a dealer or a person receiving a selling concession, fee or other remuneration with respect to the sale, (6) the sale is bona fide and not for the purpose of "washing off' the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the 1933 Act), (7) the seller does not intend to replace such securities with fungible unrestricted securities of the Corporation and (8) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

 

Dated:
			URANIUM ENERGY CORP.

 

	By:
		Name:
		Title: