ThompsonCreek
ThompsonCreek
METALS COMPANY INC
April 21, 2011
VIA EMAIL
U.S. Energy Corp.
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, President, ▇▇▇▇@▇▇▇▇▇.▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, General Counsel, ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Dear Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇:
Reference is made to that certain Exploration, Development and Mine Operating Agreement (the "Agreement") dated as of August 19, 2008, by and between U.S. Energy Corp. and Mt. ▇▇▇▇▇▇ Moly Company ("MEMCO"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
In accordance with Section 6.3(b) of the Agreement, MEMCO hereby terminates the Agreement. MEMCO hereby acknowledges its obligation to fulfill its obligations set forth in Section 6.4 of the Agreement. MEMCO also acknowledges that, pursuant to Section 6.l(b) of the Agreement, USE is entitled to all Advance Payments and interest, if any, remaining in escrow.
USE hereby acknowledges and agrees that, other than the obligation to fulfill its obligations under Section 6.4 of the Agreement, MEMCO shall have no further obligations to USE under the Agreement.
Best regards,
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President and CEO
Mt. ▇▇▇▇▇▇ Moly Company
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U.S. Energy Corp.
April 21, 2011
Page Two
Agreed and acknowledged:
/s/▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CFO/V.P. Finance
Date: 4/21/11
With a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
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