OPTION AGREEMENT
THIS AGREEMENT is dated for reference the 17th day of November, 2009.
BETWEEN:
TRANS ATLANTIC METALS AG, a body corporate incorporated pursuant to the
laws of Switzerland, and having an office located at c/o Vernati Management
Consulting, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Facsimile number: +41 21
922 24 73)
("TAM")
OF THE FIRST PART
AND
T.A. METALL, SWEDEN AG, a body corporate incorporated pursuant to the laws
of Switzerland and having an office located at ▇▇▇ ▇▇, ▇▇-▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
("TA Metals")
(TAM and TA Metals, collectively, the "Optionor")
OF THE SECOND PART
AND
URANIUM INTERNATIONAL CORP., a body corporate incorporated pursuant to the
laws of the State of Nevada and having an office at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇.▇. 80124 (Facsimile number:
778-370-0146)
(the "Optionee")
OF THE THIRD PART
W H E R E A S:
A. TA Metals holds the exclusive option from Geoforum Scandinavia AB
("Geoforum") to acquire a One Hundred percent (100%) interest in the Property,
as more particularly described in Schedule "A" attached to and made a part of
this Agreement, pursuant to an option agreement dated August 16, 2006 (the
"Mineral Property Option Agreement"), as more particularly described in Schedule
"B" attached to and made a part of this Agreement;
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B. TA Metals is a wholly-owned subsidiary of TAM;
C. The Optionor wishes to grant and the Optionee wishes to acquire up to an
Eighty percent (80%) undivided interest in and to the Property on the terms and
subject to the conditions set out in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the mutual promises, covenants, conditions, representations and
warranties herein set out, the parties hereto agree as follows:
1. INTERPRETATION
1.1 For the purposes of this Agreement, including the recitals and any schedules
hereto, unless there is something in the subject matter or context inconsistent
therewith, the following words and expressions shall have the following
meanings:
(a) "Additional Option" means the additional option granted by the Optionor to
the Optionee under Section 3.2 of this Agreement;
(b) "Affiliate" means that one corporation is affiliated with another
corporation if (i) one of them is a subsidiary of the other, (ii) both of
them are subsidiaries of the same corporation, or (iii) each of them is
controlled by the same person;
(c) "After Acquired Properties" mean any and all mineral interests staked,
located, granted or acquired by or on behalf of any party during the
currency of this Agreement which are located, in whole or in part, within 2
kilometers of the perimeter of the Property;
(d) "Agreement" means this Agreement, as amended from time to time;
(e) "Commercial Production" means the operation of the Property or any portion
thereof as a producing mine and the production of mineral products
therefrom (excluding bulk sampling, pilot plant or test operations);
(f) "Expenditures" means all expenses, obligations, costs and liabilities of
whatever kind or nature spent or incurred directly or indirectly by the
operator up to the implementation of the production program, in connection
with the exploration and development of the Property, including, without
limiting the generality of the foregoing, moneys expended in maintaining
the Property in good standing and in applying for and securing one or more
mining leases in respect of the Property, moneys expended in doing and
filing assessment work, expenses paid for or incurred in connection with
any program of surface or underground prospecting, exploring, geophysical,
geochemical and geological surveying, diamond drilling and trenching,
drifting, raising and other underground work, assaying and metallurgical
testing and engineering, environmental studies, data preparation and
analysis, data processing services, submissions to government agencies with
respect to production permits, in acquiring facilities, in making
contributions to a contingency fund required by the operator in paying the
fees, wages, salaries, travelling expenses, and fringe benefits (whether or
not required by law) of all persons engaged in work with respect to and for
the benefit of the Property, in paying for the food, lodging and other
reasonable needs of such persons and including a charge in lieu of
overhead, management and other unallocatable costs, equal to the amounts
determined (including administration fees payable to the operator).
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Expenditures shall be deemed to be incurred upon the earlier of (a) the
date of payment of same; or (b) the date upon which such Expenditures
become due and payable pursuant to the applicable contractual obligation;
(g) "Mining Work" means every kind of work done on or in respect of the
Property or the products therefrom by or under the direction of or on
behalf of or for the benefit of a party and, without limiting the
generality of the foregoing, includes assessment work, geophysical,
geochemical and geological surveying, studies and mapping, investigating,
trenching, drilling, designing, examining, equipping, improving, surveying,
shaft sinking, raising, crosscutting and drifting, searching for, digging,
trucking, sampling, working and procuring minerals, ores, metals and
concentrates, surveying and bringing any mineral claims or other interests
to lease or patent, reporting and all other work usually considered to be
prospecting, exploration, development and mining work;
(h) "Net Smelter Returns Royalty" or "NSR" means a net smelter returns royalty
payable by the Optionee to the Optionor equal to One percent (1%) of the
proceeds from production, as described in Schedule "C" hereto, for all
minerals derived from the Property, however, if the Optionor is entitled to
any form of NSR from another source, the NSR hereunder will be reduced
accordingly so that the Optionor's aggregate net smelter returns royalty is
no greater than One percent (1%);
(i) "Option" means the option granted by the Optionor to the Optionee under
Section 3.1 of this Agreement;
(j) "Property" means the mineral property interests more particularly described
in Schedule "A" hereto, together with the licences, surface rights, mineral
rights, personal property and permits associated therewith, and shall
include any renewal thereof and any other form of successor or substitute
title thereto, and any After-Acquired Properties;
(k) "Shares" shall have the meaning set out in paragraph 3.1(b); and
(l) "Underlying NSR" means a net smelter returns royalty payable to Geoforum
equal to Two percent (2%), as described in the Mineral Property Option
Agreement.
1.2 In this Agreement, all dollar amounts are expressed in lawful currency of
the United States of America, unless specifically provided to the contrary.
1.3 The titles to the respective Articles, Sections and paragraphs hereof shall
not be deemed to be a part of this Agreement but shall be regarded as having
been used for convenience only.
1.4 Words used herein importing the singular number shall include the plural,
and vice-versa, and words importing the masculine gender shall include the
feminine and neuter genders, and vice-versa, and words importing persons shall
include firms, partnerships and corporations.
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2. REPRESENTATIONS AND WARRANTIES
2.1 Each party represents and warrants to the others that:
(a) if a company, it is a company duly incorporated, validly subsisting
and in good standing with respect to filing of annual reports under
the laws of the jurisdiction of its incorporation and is or will be
qualified to do business and to hold an interest in the Property in
the jurisdiction in which the Property is located;
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to in or
contemplated by this Agreement and to carry out and perform all of its
obligations and duties hereunder;
(c) it has duly obtained all authorizations for the execution, delivery
and performance of this Agreement, and such execution, delivery and
performance and the consummation of the transactions herein
contemplated will not conflict with, or accelerate the performance
required by or result in any breach of any covenants or agreements
contained in or constitute a default under, or result in the creation
of any encumbrance, lien or charge under the provisions of its
constating or initiating documents or any indenture, agreement or
other instrument whatsoever to which it is a party or by which it is
bound or to which it may be subject and will not contravene any
applicable laws.
2.2 Each of TAM and TA Metals represents and warrants to the Optionee that:
(a) Geoforum is the sole legal and beneficial owner of a One Hundred
percent (100%) interest in the exploration and mining licences (the
"Licences") covering the Property;
(b) TA Metals holds the exclusive right and option from Geoforum to
acquire a One Hundred (100%) percent interest in the Property and to
develop such Property wholly or individually into a uranium mine on
such terms and conditions for such development as may be legally
permissible under the laws of the Kingdom of Sweden as are applicable
from time to time;
(e) there are no existing defaults nor grounds therefor on the part of TA
Metals under the Mineral Property Option Agreement, and TA Metals has
not received any notice alleging such defaults under the Mineral
Property Option Agreement;
(f) TA Metals has performed all obligations and requirements to be
performed by it pursuant to the terms of the Mineral Property
Option Agreement;
(g) TA Metals is the lawful owner of all right, title and interest in and
to the Mineral Property Option Agreement, and has the right to assign
the Mineral Property Option Agreement and its title and interest
therein to the Optionee;
(h) the Mineral Property Option Agreement is a valid and binding agreement
and is fully enforceable in accordance with its terms;
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(i) they have not done or permitted any act, matter or thing whereby the
Mineral Property Option Agreement has been assigned, in whole or in
part, or encumbered;
(j) there are no disputes of which TA Metals is aware between TA Metals
and any third parties in respect to the Mineral Property Option
Agreement;
(d) the Property is assignable by the Optionor to the Optionee free and
clear of all liens, charges and encumbrances, other than expressly
disclosed by the Optionor to the Optionee in writing as more
particularly described in Schedule "D" hereto, and is not subject to
any right, claim or interest of any other person;
(e) the Property is in good standing with respect to the filing of annual
assessment work (if any), fees and taxes;
(f) they have complied with all laws in effect in the jurisdiction in
which the Property is located with respect to the Property, and such
Property has been duly and properly recorded and located in accordance
with such laws, and that the Optionee may enter in, under or upon the
Property for all purposes of this Agreement without making any payment
to, and without accounting to or obtaining the permission of, any
other person other than any payment required to be made under this
Agreement;
(g) there is no adverse claim or challenge against or to the ownership of
or title to the Property, or any portion thereof nor is there any
basis therefor and there are no outstanding agreements or options to
acquire or purchase the Property or any portion thereof or interest
therein and no person has any royalty, other than the Underling
Royalty, or interest whatsoever in production or profits from the
Property or any portion thereof; and
(h) to the best of its knowledge, conditions on and relating to the
Property and operations conducted thereon are in compliance with all
applicable laws, regulations or orders relating to environmental
matters including, without limitation, waste disposal and storage;
(i) there are no outstanding orders or directions relating to
environmental matters requiring any work, repairs, construction or
capital expenditures with respect to the Property and the conduct of
the operations related thereto, nor has it received any notice of the
same, and it is not aware of any basis on which any such orders or
direction could be made; and
(j) it is not aware of any material fact or circumstance which has not
been disclosed to the Optionor which should be disclosed in order to
prevent the representations and warranties in this section from being
misleading or which may be material in the Optionor's decision to
enter into this Agreement and acquire an interest in the Property.
2.3 The representations and warranties hereinbefore set out are conditions on
which the parties have relied in entering into this Agreement, are to be
construed as both conditions and warranties and shall, regardless of any
investigation which may have been made by or on behalf of any party as to the
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accuracy of such representations and warranties, survive the closing of the
transaction contemplated hereby and each of the parties will indemnify and save
the other harmless from all loss, damage, costs, actions and suits arising out
of or in connection with any breach of any representation or warranty contained
in this Agreement, and each party shall be entitled, in addition to any other
remedy to which it may be entitled, to set off any such loss, damage or costs
suffered by it as a result of any such breach against any payment required to be
made by it to any other party hereunder.
3. OPTION
3.1 The Optionor hereby irrevocably grants to the Optionee the sole and
exclusive right and option to acquire a Fifty-One percent (51%) undivided
interest in and to the Property (the grant of the Option includes the Optionor's
direct and indirect interests in the Licences to explore for uranium and related
derivatives (hereinafter generally described as "Uranium") on the Property),
free and clear of all liens, charges, encumbrances, claims, royalties, rights or
interest of any other person, such option to be exercisable by the Optionee:
(a) paying to the Optionor by certified cheque or bank draft as follows:
(i) Twenty-Five Thousand Dollars ($25,000) on the date of execution
of this Agreement; and
(ii) an additional Twenty-Five Thousand Dollars ($25,000) on or before
one year from the date of execution of this Agreement (the
"Anniversary Date"), and upon each and every Anniversary Date
thereafter until either the Option is exercised and the Optionee
acquires an eighty percent (80%) interest in the Property or this
Agreement is terminated, as the case may be;
(b) issuing to the Optionor a total of One Hundred Thousand (100,000)
common shares of the capital of the Optionee (the "Shares"), subject
to such resale restrictions and legends as may be imposed by the
applicable securities laws, as follows:
(i) 50,000 Shares on or before the first Anniversary Date (provided
that all liens against the Property have been removed); and
(ii) an additional 50,000 Shares on or before the second Anniversary
Date (provided that all liens against the Property have been
removed); and
(c) by incurring a total of Seven Hundred Thousand Dollars ($700,000) in
Expenditures on the Property as follows:
(i) Three Hundred Thousand Dollars ($300,000) in Expenditures prior
to the first Anniversary Date; and
(ii) an additional Four Hundred Thousand Dollars ($400,000) in
Expenditures prior to the second Anniversary Date.
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3.2 The Optionor hereby irrevocably grants to the Optionee the sole and
exclusive right and option (the "Additional Option") to acquire an additional
Twenty-Nine percent (29%) undivided interest in and to the Property, for an
aggregate 80% undivided interest in the Property, (the grant of the Option and
the Additional Option includes the Optionor's direct and indirect interests in
the Licences to explore for Uranium on the Property), free and clear of all
liens, charges, encumbrances, claims, royalties, rights or interest of any other
person, such option to be exercisable by the Optionee:
(a) exercising the Option in accordance with the provisions of Section 3.1
hereof; and
(b) by incurring an additional Three Million Dollars ($3,000,000) in
Expenditures on the Property prior to the seventh Anniversary Date.
3.3 In the event that during any of the time periods specified in paragraph
3.1(c), the Optionee incurs Expenditures that exceed the minimum Expenditures
required to be expended during a particular time period, the excess amount will
be credited towards the requirements of the next succeeding time period
(including paragraph 3.2(b)), and such Expenditures may be accelerated at the
Optionee's sole discretion.
3.4 In the event any option payment, share issuance, or the minimum work
requirements for any time period are not met pursuant to Section 3.1 or 3.2, the
Option or the Additional Option, as applicable, will terminate, subject to the
notice provisions of Section 20.1 below, and subject to the following
provisions:
(a) If the Expenditures incurred pursuant to paragraphs 3.1(c)(i) and/or
(ii) are less than the stipulated aggregate minimums for the
respective time period specified therein, then the Optionee may, at
its sole discretion, continue to exercise the Option and acquire its
additional interests under paragraphs 3.1(a), (b) or (c),
respectively, by paying the amount of the deficiency to the Optionor
within sixty (60) days following the applicable Anniversary Date;
(b) If the Expenditures incurred pursuant to Section 3.2 are less than the
stipulated aggregate minimums for the respective time period specified
therein, then the Optionee may, at its sole discretion, continue to
exercise the Additional Option and acquire its additional interests
under Section 3.2, respectively, by paying the amount of the
deficiency to the Optionor within sixty (60) days following the
applicable Anniversary Date; and
(c) If the Expenditures incurred pursuant to paragraph 3.2(b) are less
than the stipulated aggregate minimum prior to the seventh Anniversary
Date, the Optionee will have the right to extend the period for
incurring the Three Million Dollars ($3,000,000) in Expenditures under
paragraph 3.2(b) by up to an additional two (2) years by paying a One
Hundred Thousand Dollar ($100,000) delay payment (the "Delay Payment")
to the Optionor within sixty (60) days of the end of the seventh
Anniversary Date. In the event the Optionee pays the Delay Payment to
the Optionor within such date, the Optionee will have the additional
two years during which to either incur the required Expenditures or
pay the amount of the deficiency to the Optionor within sixty (60)
days following the ninth Anniversary Date, in order to exercise the
Additional Option.
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3.5 The Optionee acknowledges that on commencement of Commercial Production,the
Property will be subject to the Net Smelter Returns Royalty and the Underlying
NSR.
4. TRANSFER OF PROPERTY
4.1 Upon execution of this Agreement,the Optionor will forthwith deliver to the
Optionee's nominee to hold in trust for the parties in accordance with the terms
of this Agreement:
(a) A registrable transfer or transfers of the Licences and exploitation
concessions comprising the Property, or such other instrument as may
be required pursuant to the laws of the Kingdom of Sweden to effect
such transfer, transferring to the Optionee up to a Fifty-One percent
(51%) undivided interest therein, and the Optionee will be entitled to
immediately register the transfer or transfers against the title to
those Licences, concessions and Property;
(b) A registrable transfer or transfers of the Licences and exploitation
concessions comprising the Property, or such other instrument as may
be required pursuant to the laws of the Kingdom of Sweden to effect
such transfer, transferring to the Optionee up to an additional
Twenty-Nine percent (29%) undivided interest therein, and the Optionee
will be entitled to immediately register the transfer or transfers
against the title to those Licences, concessions and Property; and
(c) The transfer and assignment of any option, right of refusal or other
claim to the Property held by the Optionor or through the Optionor by
any third party, all of which are disclosed in Schedule "D" hereto, to
the Optionee or its nominee on the same terms and in good standing,
and the Optionee or its nominee will assume all rights and obligations
of the Optionor under any such option, right of refusal or other claim
to the Licences or Property, from and after the date of execution of
this Agreement.
5. JOINT VENTURE
5.1 In the event that the Optionee:
(a) exercises the Option in accordance with the terms of this Agreement,
then the Optionee shall have a period of one hundred and twenty (120)
days following the second Anniversary Date to notify (the "Notice of
Election") the Optionor that the Optionee elects to establish a joint
venture with the Optionor (a failure to elect within such time period
will be deemed to be a decision by the Optionee of its intention to
exercise the Additional Option);
(b) exercises the Option and makes the Notice of Election in accordance
with the terms of this Agreement and provides notice to the Optionor
that the Optionee no longer intends to exercise the Additional Option;
or
(c) exercises the Option and Additional Option in accordance with the
terms of this Agreement;
then the Optionor and the Optionee agree that a joint venture (the "Joint
Venture") will be deemed to have automatically formed for the further
exploration and development of the Property, sharing the costs of such
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exploration and development in accordance with their respective interests in the
Property, and the parties agree to negotiate, in good faith and enter into a
formal joint venture agreement (the "Joint Venture Agreement") incorporating the
material terms set out in Schedule "E" attached hereto.
6. ARBITRATION AND LITIGATION
6.1 Any dispute between the parties concerning any matter or thing arising from
this Agreement may be referred to a mutually agreeable professional (the
"Arbitrator"). In the event that the parties cannot mutually agree on the
appointment of an Arbitrator within fifteen (15) days of written notice of a
disagreement or dispute under this Agreement, the single Arbitrator will be
appointed by the British Columbia International Commercial Arbitration Centre
("BCICAC") of Vancouver, British Columbia, as the appointing authority. The
appointment of any additional Arbitrators will be with the mutual consent and
agreement of the parties and in the absence of such a sole Arbitrator will hear
the Arbitration.
6.2 For any disagreement or dispute referred to arbitration, resolution will be
determined by arbitration pursuant to the Rules of Procedure established by the
BCICAC, and it will be conducted in Vancouver, British Columbia or as otherwise
may be agreed as convenient for the parties. The cost of such arbitration shall
initially be born equally by the Optionee and the Optionor. Any arbitration will
determine, with finality, any disagreement or dispute and the Arbitrator's
decision will be binding and final on the parties from which there will be no
appeal. In the event that one party alleges a default or breach which the other
denies, or a failure to satisfactorily cure a default, then the Arbitrator may
make an order to relieve against forfeiture or set out the required terms to
cure the default. An Arbitrator will also decide matters including the cost of
the arbitration, and the Arbitrator is hereby authorized and instructed to award
up to One Hundred percent (100%) costs on a solicitor own client or special
costs basis, as warranted, to the successful party in connection with any
arbitration. In the event a party fails or is otherwise unable to pay its share
of any costs under this provision, the other party is hereby authorized but not
obligated to make that payment and deduct the same from any money claimed owed
by the unsuccessful party to the arbitration.
6.3 Notwithstanding the parties may arbitrate any dispute, matter or issue
pertaining to this Agreement, nothing herein requires the parties to limit their
alternative dispute resolution efforts to only Arbitration. However, the parties
agree that any Arbitration proceeding will be commenced in British Columbia as
provided in this Section 6.
6.4 Nothing herein precludes, prevents or limits any dispute, matter or issue
pertaining to this Agreement from being litigated before a court of competent
jurisdiction to hear such matters in the jurisdiction of the State of Nevada
which is also the law of the contract between the parties, unless the parties
mutually agree in writing to attorn to a different jurisdiction for the
commencement of legal proceedings.
7. RIGHT OF ENTRY
7.1 Except as otherwise provided in this Agreement, until the Option and the
Additional Option, if applicable, is exercised or terminated in accordance with
the terms of this Agreement, the Optionee, its servants and agents shall have
the sole and exclusive right to:
(a) enter in, under or upon the Property and conduct Mining Work;
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(b) exclusive and quiet possession of the Property;
(c) bring upon the Property and to erect thereon such mining facilities as
it may consider advisable; and
(d) remove from the Property ore or mineral products for the purpose of
bulk sampling, pilot plant or test operations.
7.2 The Optionee grants to the Optionor or its duly authorized representatives
in writing, access to the Properties provided that such access is not disruptive
to the exploration or mining activities of the Optionee.
8. POWERS, DUTIES AND OBLIGATIONS OF OPTIONEE
8.1 The Optionee shall have full right, power and authority to do everything
necessary or desirable to carry out an exploration program on the Property and
to determine the manner of exploration and development of the Property and,
without limiting the generality of the foregoing, the right, power and authority
to:
(a) regulate access to the Property, subject only to the right of the
Optionor and its representatives to have access to the Property at all
reasonable times for the purpose of inspecting work being done thereon
but at their own risk and expense;
(b) employ and engage such employees, agents and independent contractors
as it may consider necessary or advisable to carry out its duties and
obligations hereunder and in this connection to delegate any of its
powers and rights to perform its duties and obligations hereunder but
the Optionee shall not enter into contractual relationships except on
terms which are commercially competitive;
(c) execute all documents, deeds and instruments, do or cause to be done
all such acts and things and give all such assurances as may be
necessary to maintain good and valid title to the Property, and each
party hereby irrevocably constitutes the Optionee its true and lawful
attorney to give effect to the foregoing and the Optionee hereby
agrees to indemnify and save the Optionor harmless from any and all
costs, loss or damage sustained or incurred without gross negligence
or bad faith by the Optionor directly or indirectly as a result of the
Optionee's exercise of its powers pursuant to this paragraph 8.1(c);
and
(d) conduct such title examinations and cure such title defects as may be
advisable in the reasonable judgment of the Optionee.
8.2 The Optionee shall have the duties and obligations to:
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(a) keep the Property free and clear of all liens and encumbrances arising
from its operations hereunder (except liens contested in good faith by
the Optionee) and in good standing by the doing and filing, or payment
in lieu thereof, of all necessary assessment work and payment of all
taxes required to be paid and by the doing of all other acts and
things and the making all other payments required to be made which may
be necessary in that regard;
(b) permit the Optionor and its representatives, duly authorized by it, in
writing, at their own risk and expense, access to the Property at all
reasonable times and to all records prepared by the Optionee in
connection with Mining Work;
(c) conduct all work on or with respect to the Property in a careful and
minerlike manner and in accordance with the applicable laws of the
jurisdiction in which the Property is located and indemnify and save
the Optionor harmless from any and all claims, suits or actions made
or brought against the Optionor as a result of work done by the
Optionee on or with respect to the Property; and
(d) maintain true and correct books, accounts and records of operations
hereunder.
9. VESTING OF INTEREST
9.1 Forthwith upon the Optionee exercising the Option by performing the
requirements of Section 3.1, a Fifty-One percent (51%) undivided interest in and
to the Property shall vest, and shall be deemed for all purposes hereof to have
vested, in the Optionee.
9.2 Upon completion of the option payments and share issuances and incurring
the Expenditures outlined in Section 3.1, the Optionee shall be entitled
forthwith to record such transfer documents outlined in Section 4.1(a) in the
appropriate land title office in the jurisdiction in which the Property is
located, but shall hold such interest in the Property at all times pursuant to
the terms of this Agreement.
9.3 Forthwith upon the Optionee exercising the Additional Option by performing
the requirements of Section 3.2, an additional undivided Twenty-Nine percent
(29%) interest in and to the Property shall vest, and shall be deemed for all
purposes hereof to have vested, in the Optionee.
9.4 Upon completion of the option payments and share issuances and incurring
the Expenditures outlined in Section 3.1 and incurring the Expenditures outlined
in Section 3.2, the Optionee shall be entitled forthwith to record such transfer
documents outlined in Section 4.1(b) in the appropriate land title office in the
jurisdiction in which the Property is located, but shall hold such interest in
the Property at all times pursuant to the terms of this Agreement.
9.5 The parties acknowledge the right and privilege of the Optionor and
Optionee to file, register and/or to otherwise deposit a memoradum of this
Agreement, caveat, or lis pendens at any time in the appropriate land title
office for the jurisdiction in which the Property is located to give third
parties notice of this Agreement, and hereby agree, each with the other, to do
or cause to be done all acts or things reasonably necessary to effect such
registration to the extent permitted by law.
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10. TERMINATION OF OPTION
10.1 In the event of default in the performance of the requirements of Section
3.1, then subject to the provisions of Section 10.3 of this Agreement, the
Option and this Agreement shall terminate.
10.2 The Optionee shall have the right to terminate this Agreement, or abandon
all right, title and interest in any portion of the Property, by giving thirty
(30) days' written notice of such termination or abandonment to the Optionor,
and upon the effective date of such termination of this Agreement, or
abandonment of any portion of the Property, this Agreement shall be of no
further force and effect to the extent of such termination or abandoned portion
of the Property, except the Optionee shall be required to perform any
obligations which are the responsibility of the Optionee as specified under the
provisions of this Agreement and which have not been satisfied.
10.3 Notwithstanding any other provisions of this Agreement, in the event of
termination of this Agreement, or the abandonment of any portion of the
Property, the Optionee shall:
(a) transfer or re-transfer the Licences and/or the Property, or the
portion thereof abandoned, to the Optionor, provided always that the
Property shall, at the date of such transfer or re-transfer, all
annual assessment fees/property taxes on the Property will have been
paid up to and including the effective date of termination or the date
abandonment occurs;
(b) deliver to the Optionor any and all reports, samples, drill cores and
engineering data of any kind whatsoever pertaining to the Property or
related to Mining Work which has not been previously delivered to the
Optionor;
(c) perform or secure the performance of all reclamation and environmental
rehabilitation as may be required by all applicable legislation; and
(d) upon notice from the Optionor, remove all materials, supplies and
equipment from the Property, or from the portion thereof so abandoned,
provided however, that the Optionor may dispose of any such materials,
supplies or equipment not removed from the Property within one hundred
and eighty (180) days of receipt of such notice by the Optionee.
11. CONFIDENTIALITY
11.1 All information and data concerning or derived from Mining Work shall be
confidential and, except to the extent required by law or by regulation of any
securities commission, stock exchange or other regulatory body, shall not be
disclosed to any person other than a party's professional advisors or an
Affiliate without the prior written consent of the other party or parties, which
consent shall not unreasonably be withheld.
11.2 The text of any news releases or other public statements which a party
desires to make with respect to the Property shall be made available to the
other party or parties prior to publication and the other party or parties shall
have the right to make suggestions for changes therein within twenty-four (24)
hours of delivery.
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12. RESTRICTIONS ON ALIENATION
12.1 No party (the "Selling Party") shall sell, transfer, convey, assign,
mortgage or grant an option in respect of or grant a right to purchase or in any
manner transfer or alienate all or any portion of its interest or rights under
this Agreement without the prior consent in writing, within 30 days of receipt
of notice thereof, of the other parties, such consent not to be unreasonably
withheld, and the failure to notify the Selling Party within the said thirty
(30) days that such consent has been withheld shall be deemed to constitute the
consent of the other parties.
12.2 Before the completion of any sale or other disposition by any party of its
interests or rights or any portion thereof under this Agreement, the Selling
Party shall require the proposed acquirer to enter into an agreement with the
party or parties not selling or otherwise disposing on the same terms and
conditions as set out in this Agreement.
12.3 The provisions of Sections 12.1 and 12.2 shall not prevent a party from
entering into an amalgamation or corporate reorganization which will have the
effect in law of the amalgamated or surviving company possessing all the
property, rights and interests and being subject to all the debts, liabilities
and obligations of each amalgamating or predecessor company, or prevent a party
from assigning its interest to an Affiliate of such party provided that the
Affiliate first complies with Section 12.2 and agrees in writing with the other
parties to re-transfer such interest to the originally assigning party
immediately before ceasing to be an Affiliate of such party.
13. AFTER ACQUIRED PROPERTIES
13.1 The parties covenant and agree, each with the others, any and all After
Acquired Properties shall be subject to the terms and conditions of this
Agreement and shall be added to and deemed, for all purposes hereof, to be
included in the Property. Any costs incurred by the Optionee in staking,
locating, recording or otherwise acquiring any After Acquired Properties shall
be included in the calculation of its Expenditures hereunder.
14. PERSONAL INFORMATION
14.1 This Agreement requires the Optionor to provide certain personal, corporate
or otherwise confidential information (the "Optionor's Personal Information")
concerning the Optionor to securities regulatory authorities. Such information
is being collected by the regulatory authorities for the purposes of completing
this transaction, which includes, without limitation, determining the Optionor's
eligibility with respect to the issuance of the common shares in the capital
stock of the Optionee and completing filings required by any stock exchange or
other securities regulatory authority. The Optionor's personal information may
be disclosed by the Optionee to: (a) stock exchanges or securities regulatory
authorities, (b) the Optionee's registrar and transfer agent, and (c) any of the
other parties involved in this transaction to whom the Optionee have a duty of
disclosure. By executing this Agreement, the Optionor is deemed to be consenting
to the foregoing collection, use and disclosure of the Optionor's Personal
Information. The Optionor also consents to the filing of copies or originals of
any of the Optionor's documents described in this Agreement as may be required
to be filed with any stock exchange or securities regulatory authority in
connection with the transactions contemplated hereby.
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15. FURTHER ASSURANCES
15.1 Each of the parties covenants and agrees, from time to time and at all
times, to do all such further acts and execute and deliver all such further
deeds, documents and assurances as may be reasonably required in order to fully
perform and carry out the terms and intent of this Agreement.
16. NOTICE
16.1 The parties agree that where any notice is required or permitted to be
given or delivered it may be effectively given or delivered if it is delivered
personally, by electronic mail ("email") or by mailing the same by prepaid
registered or certified mail or by facsimile ("Fax") at the postal or email
addresses or facsimile numbers set out above or to such other addresses or
facsimile numbers as the party entitled to or receiving such notice may notify
the other parties as provided for herein. Delivery will be deemed to have been
received:
(a) the same day if given by personal service or if transmitted
electronically by email or Fax; or
(b) ten (10) business days following the day of posting if sent by regular
post, except in the event of disruption of the postal service in which
event notice will be deemed to be received only when actually
received.
16.2 Any party may at any time give notice in writing to the others of any
change of address, and from and after the giving of such notice, the address
therein specified will be deemed to be the address of such party for the
purposes of giving notice hereunder.
17. TIME OF THE ESSENCE
17.1 Time shall be of the essence in the performance of this Agreement.
18. ENUREMENT
18.1 This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
19. FORCE MAJEURE
19.1 No party will be liable for its failure to perform any of its obligations
under this Agreement due to a cause beyond its reasonable control (except those
caused by its own lack of funds) including, but not limited to, acts of God,
fire, storm, flood, explosion, strikes, lockouts or other industrial
disturbances; acts of public enemy, war, riots, civil strife, insurrection,
rebellion or disobedience on behalf of any third party or group; other actions
by citizen groups, including but not limited to environmental organizations or
native rights groups; inability to obtain on reasonably acceptable terms any
public or private license, permit or other authorization; curtailment or
suspension of activities to remedy or avoid an actual or alleged, present or
prospective violation of environmental protection laws; other laws, rules and
regulations or orders of any duly constituted governmental authority, or
non-availability of materials or transportation (each an "Intervening Event").
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19.2 All time limits imposed by this Agreement will be extended by a period
equivalent to the period of delay resulting from an Intervening Event.
19.3 A party relying on the provisions of Section 19.1 hereof, insofar as
possible, shall promptly give written notice to the other party of the
particulars of the Intervening Event, shall give written notice to all other
parties as soon as the Intervening Event ceases to exist, shall take all
reasonable steps to eliminate any Intervening Event and will perform its
obligations under this Agreement as far as practicable, but nothing herein will
require such party to settle or adjust any labour dispute or to question or to
test the validity of any law, rule, regulation or order of any duly constituted
governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible.
20. DEFAULT
20.1 If a party (the "Defaulting Party") is in default of any requirement herein
set forth, the party affected by such default (the "Non-Defaulting Party") shall
give written notice to all other parties within thirty (30) days of becoming
aware of such default, specifying the default, and the Defaulting Party shall
not lose any rights under this Agreement, nor shall the Agreement or the Option
terminate, nor shall the Non-Defaulting Party have any rights, remedies or cause
of action pursuant to this Agreement, or otherwise hereunder as a result of such
default, unless within sixty (60) days after the giving of notice of default by
the Non-Defaulting Party, the Defaulting Party has failed to cure the default by
the appropriate performance, and if the Defaulting Party fails within such
period to cure such default, the Non-Defaulting Party shall only then be
entitled to seek any remedy it may have on account of such default.
21. SEVERABILITY
21.1 If any one or more of the provisions contained herein should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provisions shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
22. AMENDMENT
22.1 This Agreement may not be changed orally but only by an agreement in
writing, signed by the party against which enforcement, waiver, change,
modification or discharge is sought.
23. ENTIRE AGREEMENT
23.1 This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and representations,
whether oral or written, express or implied, statutory or otherwise between the
parties or any of them with respect to the subject matter hereof.
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24. OPTION ONLY
24.1 This Agreement provides for an option only, and except as specifically
provided otherwise, nothing herein contained shall be construed as obligating
the Optionee to do any acts or make any payments hereunder and any act or acts
or payment or payments as shall be made hereunder shall not be construed as
obligating the Optionee to do any further act or make any further payment.
25. GOVERNING LAW
25.1 This Agreement, will be governed and construed in accordance with the laws
of the State of Nevada, unless it is mutually agreed by the parties in writing
that the law and jurisdictional venue of some other jurisdiction will be adopted
and agreed upon as the applicable substantive or procedural laws for a specific
matter or proceeding rather than the laws of Nevada.
26. COUNTERPARTS
26.1 This Agreement may be executed in two or more counterparts, each of which
will be deemed an original and all of which together will constitute one
complete Agreement duly executed by the parties. Where counterparts are
delivered in original or faxed form or by scanned e-mail, the parties adopt any
signature received by a receiving fax machine or e-mail as the original
signatures of the parties.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day,
month and year first above written.
THE COMMON SEAL of TRANS ATLANTIC METALS AG was hereto )
affixed in the presence of: )
)
)
)
Authorized Signatory ) c/s
)
)
)
Authorized Signatory )
)
)
-▇▇-
▇▇▇ ▇▇▇▇▇▇ SEAL of T.A. METALS, SWEDEN AG was hereto affixed )
in the presence of: )
)
)
)
Authorized Signatory ) c/s
)
)
)
Authorized Signatory )
)
)
THE COMMON SEAL of URANIUM INTERNATIONAL CORP. was hereto )
affixed in the presence of: )
)
)
)
Authorized Signatory ) c/s
)
)
)
Authorized Signatory )
)
THIS IS SCHEDULE "A" TO THE OPTION AGREEMENT DATED FOR REFERENCE NOVEMBER 17,
2009 BETWEEN TRANS ATLANTIC METALS AG, T.A. METALS, SWEDEN AG AND URANIUM
INTERNATIONAL CORP.
DESCRIPTION OF PROPERTY
A. LICENCES
1.
2.
3.
4.
B. PROPERTIES
1. ▇▇▇▇▇▇▇▇▇ in the commune of Arvidsjaur, permit n:o 173 year 2005 renewed
until 12 September 2011
2. Labbas in the commune of Arjeplog, permit n:o 176 year 2005 renewed until
12 September 2011
3. Marrviken in the commune of Harjedalen, permit n:o 174 year 2005 renewed
until 12 September 2011
4. Staverberget in the commune of Harjedalen, permit n:o 175 year 2005 renewed
until 12 September 2011 Staverberget n:o 2 in the commune of Harjedalen,
permit n:o 6 year 2007 renewed until September 12, 2011.
THIS IS SCHEDULE "B" TO THE OPTION AGREEMENT DATED FOR REFERENCE NOVEMBER 17,
2009 BETWEEN TRANS ATLANTIC METALS AG, T.A. METALS, SWEDEN AG AND URANIUM
INTERNATIONAL CORP.
MINERAL PROPERTY OPTION AGREEMENT
THIS IS SCHEDULE "C" TO THE OPTION AGREEMENT DATED FOR REFERENCE NOVEMBER 17,
2009 BETWEEN TRANS ATLANTIC METALS AG, T.A. METALS, SWEDEN AG AND URANIUM
INTERNATIONAL CORP.
NET SMELTER RETURNS ROYALTY
1. All capitalized terms used herein shall have the meanings assigned to them
in the Option Agreement.
2. For the purposes of the Option Agreement to which this Schedule "C" is
appended, the term "Net Smelter Returns" shall, subject to paragraphs 3, 4
and 5 below, mean gross revenues received from the sale by the Optionee of
all ore mined from the Property and from the sale by the Optionee of
concentrate, metal and products derived from ore mined from the Property,
after deduction of the following:
(a) all smelting and refining costs, sampling, assaying and treatment
charges and penalties including but not limited to metal losses,
penalties for impurities and charges for refining, selling and
handling by the smelter, refinery or other purchaser (including price
participation charges by smelters and/or refiners);
(b) costs of handling, transporting, securing and insuring such material
from the Property or from a concentrator, whether situated on or off
the Property, to a smelter, refinery or other place of treatment, and
in the case of gold or silver concentrates, security costs;
(c) government royalties, ad valorem taxes and taxes based upon sales or
production, but not income taxes; and (d) sales commissions (not to
exceed three percent (3%)) incurred in selling ore mined from the
Property and from concentrate, metal and products derived from ore
mined from the Property.
3. (a) Where revenue otherwise to be included under this Schedule "C" is
received by the Optionee in a transaction with a party with whom it is
not dealing at arm's length, the revenue to be included shall be based
on the fair market value under the circumstances and at the time of
the transaction.
(b) Where a cost otherwise deductible under this Schedule "C" is incurred
by the Optionee in a transaction with a party with whom it is not
dealing at arm's length, the cost to be deducted shall be the fair
market cost under the circumstances and at the time of the
transaction.
4. The Optionee and the person receiving a percentage of Net Smelter Returns
hereby expressly agree that in no event shall the Optionee have any
liability to the person receiving a percentage of Net Smelter Returns as
the result of the amount of revenues received by the Optionee from any
forward sales or other hedging activities engaged in and by the Optionee
with respect to ore concentrate, metal and products from the Property. In
addition, the Optionee and the person receiving a percentage of Net Smelter
Returns agree that the Optionee shall have no obligation, express or
implied, to engage in (or not engage in) any forward sales or other hedging
activities with respect to ore concentrate, metal or products from the
Property. For greater certainty the person receiving a percentage of Net
Smelter Returns will be paid for the amount of product actually produced
from the Property calculated according to paragraph 2 of this Schedule "C"
regardless of the hedging practices of the Optionee.
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5. If the Property is brought into Commercial Production, it may be operated
as a single operation with other mining properties owned by third parties
or in which the Optionee has an interest, in which event, the parties agree
that (notwithstanding separate ownership thereof) ores mined from the
mining properties (including the Property) may be blended at the time of
mining or at any time thereafter, provided, however, that the respective
mining properties shall bear and have allocated to them their proportionate
part of costs described in paragraphs 2(a) to 2(d) above incurred relating
to the single operation, and shall have allocated to each of them the
proportionate part of the revenues earned relating to such single
operation. In making any such allocation, effect shall be given to the
tonnages of ore and other material mined and beneficiated and the
characteristics of such material including the metal content of ore removed
from, and to any special charges relating particularly to ore, concentrates
or other products or the treatment thereof derived from, any of such mining
properties.
The Optionee shall ensure that reasonable practices and procedures are
adopted and employed for weighing, determining moisture content,
sampling and assaying and determining recovery factors.
6. Payments of a percentage of Net Smelter Returns shall be made within thirty
(30) days after the end of each calendar quarter in which Net Smelter
Returns, as determined on the basis of final adjusted invoices, are
received by the Optionee.
7. After the year in which Commercial Production is commenced on the Property,
each person receiving a percentage of Net Smelter Returns from the Optionee
shall be provided quarterly, within ninety days (90) after the end of each
calendar quarter, with a copy of the calculation of Net Smelter Returns,
determined in accordance with this Schedule "C", for the preceding
calendar, certified correct by the Optionee. The person receiving a
percentage of Net Smelter Returns shall have the right, upon serving thirty
(30) days' notice to the Optionee, to conduct an independent audit. Such
audit will be conducted at the sole cost of the person receiving a
percentage of Net Smelter Returns, unless the amount due from the Optionee
as determined by the independent audit exceeds the amount due from the
Optionee as determined by the Optionee by greater than ten percent (10%),
in which case the Optionee shall be responsible for the cost of the audit.
The Optionee will provide such materials and information as reasonably
necessary to allow the audit to be performed.
8. Nothing contained in the Option Agreement or any schedule attached thereto
shall be construed as conferring upon any person receiving a percentage of
Net Smelter Returns any right to or beneficial interest in the Property.
The right to receive a percentage of Net Smelter Returns from the Optionee
as and when due is and shall be deemed to be a contractual right only.
Furthermore, the right to receive a percentage of Net Smelter Returns by a
party from the Optionee as and when due shall not be deemed to constitute
the Optionee the partner, agent or legal representative of such party or to
create any fiduciary relationship between them for any purpose whatsoever.
9. The Optionee shall be entitled to (i) make all operational decisions with
respect to the methods and extent of mining and processing of ore,
concentrate, metal and products produced from the Property (for example,
without limitation, the decision to process by heap leaching rather than
conventional milling), (ii) make all decisions relating to sales of such
ore, concentrate, metal and products produced and, (iii) make all decisions
concerning temporary or long-term cessation of operations.
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THIS IS SCHEDULE "D" TO THE OPTION AGREEMENT DATED FOR REFERENCE
NOVEMBER 17, 2009 BETWEEN TRANS ATLANTIC METALS AG, T.A. METALS, SWEDEN AG AND
URANIUM INTERNATIONAL CORP.
DISCLOSURE OF ALL LIENS, CHARGES AND ENCUMBRANCES (INCLUDING OPTIONS,
RIGHTS OF FIRST REFUSAL OR CLAIMS AGAINST THE PROPERTIES)
1. Geoforum letter dated 13-01-2009 (attached to Schedule "D") regarding an
imminent agreement to be transacted between TAM and the Optionee regarding
properties in Central and North Sweden.
2. TGB Borrteknik AB letter dated 08-01-2009 (attached to Schedule "D")
regarding TAM's outstanding invoices and proposed repayment schedule.
-4-
THIS IS SCHEDULE "E" TO THE OPTION AGREEMENT DATED FOR REFERENCE NOVEMBER 17,
2009 BETWEEN TRANS ATLANTIC METALS AG, T.A. METALS, SWEDEN AG AND URANIUM
INTERNATIONAL CORP.
MATERIAL TERMS OF JOINT VENTURE AGREEMENT
Under Section 5.1 of the Agreement, the Optionee and the Optionor agree to
execute and deliver a joint venture agreement for the future exploration and
development of the Property on a joint venture basis on the following material
terms:
(1) The initial interest of the parties in and to the Property and all other
assets, liabilities, benefits or losses (the "Project") will be:
Optionee: either 51%; or 80% interest (as the case may be, depending on the
interest acquired by the Optionee); and
Optionor: either 49%; or 20% interest (as the case may be);
subject to variation from time to time as set out below. The parties will be
deemed to have initially contributed the following costs for the Project:
Optionee either $700,000 plus the option payments under paragraph 3.1(a)
of the Agreement; or $3,700,000 plus the option payments under
paragraph 3.1(a) of the Agreement (as the case may be, depending
on the interest acquired by the Optionee), such amount being
referred to herein below as "A"; and
Optionor the dollar figure required (such amount being referred to herein
below as "B") to equate to the Optionor's respective initial
percentage interest (i.e. being either 49% or 20%, as the case
may be), where the Optionor's initial percentage interest (being
referred to herein below as "PI"), is equal to:
PI = B X 100%
_________
(A + B)
(2) The parties will form a management committee consisting of one member
appointed by each party (the "Management Committee"). The Management Committee
will have the power and authority to make binding decisions on behalf of the
parties with respect to the exploration and development of the Property and the
Project, and all matters incidental thereto, including the approval of annual
work programs and budgets for all exploration and development work. All
decisions of the Management Committee will be made by a simple majority of
votes, each party having one vote for each one percent (1%) of interest held in
the Project. In the event of a tie vote, the Operator will have a casting or
deciding vote.
(3) The Management Committee will appoint a person or company to act as the
daily manager and administrator of the exploration and development work on the
Property (the "Operator"), and the first Operator will be the Optionee until its
resignation or removal by the Management Committee.
(4) The Operator will prepare and submit for the consideration of the Management
Committee annual work programs and budgets for the exploration and development
work on the Property (collectively the "Programs" and individually a "Program").
If the Operator has not submitted a Program within ninety (90) days of any
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calendar year end, the non-Operator will be entitled to prepare and submit a
Program to the Management Committee for its consideration.
(5) Within sixty (60) days following the Management Committee's approval of a
Program, the Parties will elect by notice in writing to the Management Committee
to either not participate in the Program, participate in the Program to the full
extent of their cost share, or participate in the Program for an amount less
than their cost share. A party's cost share will be equal to its proportionate
share of cost of a Program based upon its interest held in the Project. If a
party elects to not participate or elects to participate for an amount less than
its cost share, that party will suffer dilution of its interest in the Property
and the Project in accordance with the provisions below.
(6) If a party elects not to contribute or elects to contribute less than its
entire cost share, such party's interest in the Project will be reduced to a
percentage equal to the fraction the numerator of which is the total costs for
the Project paid or deemed paid by the party and the denominator of which is the
total costs for the Project of all parties paid or deemed paid, multiplied by
100, and the other party's interest will be accordingly increased. If any
party's interest is reduced below ten percent (10%) by the operation of this
paragraph, such party will transfer its remaining interest in the Project to the
other party, and will receive as consideration therefore a three percent (3%)
net smelter royalty ("NSR"). NSR from production will be calculated in
accordance with generally accepted international accounting principles and
generally accepted industry standards for calculating NRS. After the formation
of the joint venture contemplated by the provisions of paragraphs 4 and 7
herein, any non-participating party's interest will be diluted from time to time
in accordance with this formula:
INITIAL, ACTUAL AND DEEMED EXPENDITURES OF A PARTY X 100% = %
______________________________________________________________ _____
Total, Initial, Actual and Deemed Expenditures of both parties
(7) The parties electing to contribute to a Program will have thirty (30) days
from receipt of the Operator's invoice to pay their cost share in proportion to
their interest in the Project. If a party fails to pay its cost share within
such time, the defaulting party's interest will suffer dilution in accordance
with the provisions of paragraph 6 above, but at twice (2 times) the normal
rate, and the Operator will have a lien upon that party's share of production to
a value equal to one hundred and fifty percent (150%) of the amount in default
with interest at ten percent (10%) per annum calculated from the date of default
until the date of repayment. The Operator will be entitled to render invoices
for costs of a Program in advance, provided that such request for an advance
does not exceed the estimated cost for the next one (1) month's operations.
(8) The Operator will be entitled to charge the parties a management fee equal
to:
(a) Fifteen percent (15%) of any Program's budget for Programs not
exceeding $2,000,000;
(b) Five percent (5%) of any Program's budget for Programs exceeding
$2,000,000, but not exceeding $10,000,000; or
(c) Three percent (3%) of any Program's budget for Programs exceeding
$10,000,000.
(9) The non-Operator will be entitled to enter upon the Property after 24 hours
advance notice to the Operator, at the non-Operator's own risk, provided that
such access is not disruptive to the exploration or mining activities of the
Operator.