Letter Option Agreement Between Uranium International Corp. and Geoforum Scandinavia AB for Swedish Uranium Properties
Summary
Uranium International Corp. and Geoforum Scandinavia AB have entered into a Letter Option Agreement granting Uranium International Corp. the exclusive right to acquire a 100% interest in four uranium properties in Sweden. The agreement outlines payments, share issuances, and required exploration expenditures over several years. Uranium International Corp. must complete due diligence within 90 days and meet specific financial and work commitments to exercise the option. If these conditions are not met, the option may be terminated. The agreement ensures all rights and interests are transferred free of third-party claims.
EX-10.1 2 ex10-1.txt LETTER OPTION AGREEMENT DATED DECEMBER 9, 2008 . . . EXHIBIT 10.1 UIC LOGO URANIUM INTERNATIONAL CORP. December 9, 2008 Geoforum Scandinavia AB Persiljestigen 18 S-77143 Ludvika, Sweden. C/O Stewart A. Jackson 700 West Pender Street, Suite 1601 Vancouver, B.C. V6C 1G8 Attention: Messrs. Stewart A. Jackson and Michael Bromley-Challenor Dear Sirs: RE: (1) Letter of Intent (the "LETTER OF INTENT") Between Uranium International Corp. (the "OPTIONEE") and Geoforum Scandinavia AB (the "OPTIONOR") for the Exclusive Option to Acquire a 100% Undivided Interest in the LAISBACK PROPERTY, the PUSTABERGET PROPERTY, the LANGTRASK PROPERTY and the RAVERGERGET PROPERTY (collectively, the "PROPERTIES") located in Kingdom of Sweden, and more particularly described in SCHEDULE "A" attached hereto, including all rights, licenses, and permits appurtenant thereto. ________________________________________________________________________________ This Letter of Intent confirms our agreement whereby the Optionor will grant the Optionee an irrevocable right to acquire up to a One Hundred 100% undivided interest in the Optionor's direct and indirect interests in the Licences Property, on the following material terms and conditions: 1). REPRESENTATIONS AND WARRANTIES 1.1 The Optionor represents and warrants that: a) It is the sole legal and beneficial owner of a 100% interest in the exploration and mining Licences (the "Licences") covering the Properties. b) It holds the exclusive rights under the Licences to acquire a one hundred (100%) percent interest in the Properties and to develop such Properties wholly or 10475 Park Meadows Dr., Ste. 600 Lone Tree, Colorado 80124 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. c) The Properties are jointly and severally assignable by the Optionor to the Optionee free and clear of all liens, charges and encumbrances except those, if any, expressly agreed to in writing by the Optionor and the Optionee (in combination the "PARTIES" or singularly "PARTY"), as well as any other exceptions expressly disclosed by the Optionor to the Optionee in writing and specifically itemized under SCHEDULE "B" hereto. d) The Properties are in good standing with respect to the filing of annual assessment work (if any), fees and taxes. e) The Properties are properly recorded and located in accordance with the laws of the Kingdom of Sweden. 1.2 The Parties have the absolute and unfettered right to enter into this Letter of Intent without first obtaining the consent of any other person or body corporate, and no other person or body corporate has any agreement, option, right or privilege capable of becoming an agreement for the acquisition of the Properties or any interest therein. 1.3 The Parties have completed all necessary and proper corporate acts and procedures to enter into this Letter of Intent, and they have the corporate power to carry out its terms and conditions to the full extent represented herein. 1.4 In this Letter of Intent, all references to dollar amounts are expressed in lawful currency of the United States of America. 2). OPTION 2.1 The Optionor irrevocably grants to the Optionee the sole and exclusive right and option (the "OPTION") to acquire all right, title and interest in the Properties, in accordance to the terms and conditions of this Letter of Intent. 2.2 The Optionor grants the Optionee the right to acquire a one hundred (100%) per cent undivided interest in the Properties free and clear of all liens, charges, encumbrances and third party claims (where "THIRD PARTY" includes any person or entity which is not a Party hereto or its agent, successor, representative, assign or affiliate). The grant of 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 Properties. 2.3 In consideration of this grant of the exclusive Option to acquire the Properties hereunder, the Optionee agrees to pay to the Optionor and to incur Work Expenditures in the amounts set out below as the Option price (the "OPTION PRICE") on the terms, conditions, provisos and for the amounts set out at section 3 of this Letter of Intent. 2.4 The Optionee will have a period of up to ninety (90) days from the date that this Letter of Intent is accepted by the Optionor (the "DUE DILIGENCE PERIOD") within which to complete a due diligence review and investigation of the Optionor's right, title and interest in the Properties, and investigate any other legal, environmental, and tax issues affecting the Properties; including the Optionor's Licence to mine Uranium from the Properties (the "DUE DILIGENCE 2 REVIEW"). The Optionee's performance of the terms and conditions of this Letter of Intent is subject to the condition precedent that the Optionee completes its Due Diligence Review to its sole satisfaction acting reasonably, within the Due Diligence Period. During the Due Diligence Period, and forthwith upon its execution of this Letter of Intent, the Optionor will provide the Optionee with all its records, reports, data and information pertaining to the Properties, not already provided to the Optionee. 3). EXERCISE OF OPTION 3.1 The Optionee will pay, transfer and deliver the following consideration to the Optionor as the Option Price: a) Twenty-Five Thousand (USD$25,000) Dollars upon the Parties entering into and fully executing a formal purchase and sale agreement (the "OPTION AGREEMENT") on or before the earlier of expiration of the Due Diligence Period or February 28, 2009, which will be the effective date of execution of the Option Agreement (the "EFFECTIVE DATE"). b) Twenty-Five Thousand (USD$25,000) Dollars upon the expiration of the six months from the Effective Date. c) Twenty-Five Thousand (USD$25,000) Dollars upon the first twelve month anniversary of the Effective Date (the "ANNIVERSARY DATE") and upon each and every Anniversary Date thereafter until either the Option is exercised and the Optionee acquires a 100% undivided interest in the Properties or the Option Agreement is Terminated, as the case may be. d) Issuance of fifty thousand (50,000) Common Shares of Uranium International Corp. (herein called "UIC Shares") upon the First Anniversary Date. e) Issuance of fifty thousand (50,000) UIC Shares upon the Second Anniversary Date. 3.2 The Optionee will also pay and incur exploration and development expenditures of any nature or kind on the Properties which are reasonably consistent with commonly accepted industry standards for international uranium mining projects, including Property holding costs (collectively called the "WORK EXPENDITURES") as follows: a) After the Effective Date and prior to the First Anniversary Date the Optionee will incur Three Hundred Thousand (USD$300,000) Dollars in Work Expenditures; b) Between the First and the Second Anniversary Dates the Optionee will incur Four Hundred Thousand (USD$400,000) Dollars in Work Expenditures; c) Between the Third and the Seventh Anniversary Dates the Optionee will incur Three Million (USD$3,000,000) Dollars in Work Expenditures; d) The Optionee will have the right to extend the period for incurring the Three Million (USD$3,000,000) Dollars in Work Expenditures under 3.2(c) above by up to an additional two (2) years by paying a One Hundred Thousand (USD$100,000) Dollar delay payment (the "DELAY PAYMENT") to the Optionor within sixty (60) days of the end of the Seventh Anniversary Date. 3 e) In the event any option payment or the minimum work requirements for any time period are not met, the Option will terminate, subject to the notice provisions of section 7.1 below, and subject to the following provisions: (i) If the Work Expenditures incurred pursuant to paragraphs 3.2(a) - (c) 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; (ii) If the Work Expenditures incurred pursuant to paragraph 3.2(c) are less than the stipulated aggregate minimum after the end of the five (5) year time period specified therein, then the Optionee may elect within sixty (60) days following the date which is five (5) years from the Effective Date, to extend the period to exercise the Option by up to an additional two (2) years by paying $100,000 Delay Payment to the Optionor for each year that it elects to extend the Option under paragraph 3.2.(d). The Optionee will have the additional two years during which to either incur the required Work Expenditures or pay the amount of the deficiency to the Optionor within sixty (60) days following the applicable Anniversary Date, in order to exercise the Option. 3.3 In the event that during any of the time periods specified in Sub- section 3.2, the Optionee incurs Work Expenditures that exceed the minimum Work 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, and such Work Expenditures may be accelerated at the Optionee's sole discretion. 3.4 Upon the Optionee paying and delivering to the Optionor the consideration constituting the Option Price including the UIC Shares provided for under Sub-section 3.1 and upon the Optionee incurring the Work Expenditures pursuant to Sub-section 3.2 herein; the Optionee will have acquired an undivided 100% interest in the Properties. 3.5 Where the Optionee acquires all right, title and interest in the Licences and in the Properties as provided herein, the Optionor will retain a three (3%) percent net smelter royalty ("NSR") as commonly understood in the industry. Provided however, if the Optionor is entitled to any form of NSR from another source, this NSR hereunder will be reduced to preserve the Optionor's right to a gross level of no greater than a three (3%) percent. 3.6 There will be an area of interest (the "AREA OF INTEREST") of 1,500 metres extending outward in all directions from the outermost boundaries of the Properties. At any time during the currency of this Letter of Intent or the Option Agreement, any properties, claims, licences, or interests therein are acquired, either directly or indirectly, by any of the Parties, within the Area of Interest, will form part of the Properties and be subject to the provisions of this Letter of Intent. 4. TRANSFER OF PROPERTY 4.1 Upon completion of the Optionee's Due Diligence Review under section 2.3, the Optionee will notify the Optionor whether or not its Due Diligence Review is satisfactory to the Optionee, and upon notification of completion of a satisfactory Due Diligence Review the Optionor will forthwith deliver to the 4 Optionee's nominee to hold in trust for the Parties in accordance with the terms of this Letter of Intent: (a) A registrable transfer or transfers of the Licences and Exploitation Concessions comprising the Properties, 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 a 100% undivided interest therein, and the Optionee will be entitled to immediately register the transfer or transfers against the title to those Licences, Concessions and Properties for the purposes of engaging in Uranium exploration and mining activities; and (b) The transfer and assignment of any option, right of refusal or other claim to the Properties held by the Optionor or through the Optionor by any Third Party, all of which are disclosed in Schedule "B" hereto, to the Optionee's Nominee on the same terms and in good standing, and the Optionee and 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 Properties, from and after the Effective Date. 5. ABANDONMENT OR TERMINATION OF OPTION 5.1 In the event that the Optionee decides to abandon the Property, or any portion thereof, the Optionee will provide thirty (30) days prior written notice to the Optionor of such abandonment. 5.2 In the event that this Letter of Intent or the Option Agreement is terminated or the Licences and Properties are jointly or singularly abandoned as set out above, the Optionee will re-convey to the Optionor or its nominee a 100% interest in and to those Licences and Properties which are abandoned and the Optionee will deliver to the Optionor or its nominee a registrable transfer or transfers of the abandoned Properties, or re-assignment of the Licences, to effect such re-conveyance to the extent required for such termination or abandonment. 6. RIGHT OF ENTRY 6.1 During the term of this Letter of Intent and the Option Agreement, the Optionee will have the right to enter upon the Properties, enjoy quiet possession thereof, explore for minerals thereon and in particular Uranium, bring and erect upon the Properties such mining facilities as it may consider advisable and remove material for the purposes of bulk testing or pilot plant operations. 6.2 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. 7. DEFAULT 7.1 In the event that the Optionee is in default of any of its obligations hereunder, the Optionee will not lose any rights under this Letter of Intent or the Option Agreement until the Optionor has given to the Optionee written notice of such default (herein call "NOTICE OF DEFAULT') and the Optionee does not take any reasonable steps to cure such default within sixty (60) days from the Optionee's receipt of such notice. 5 8. EXCLUSIVE AND BINDING LETTER OF INTENT 8.1 This Letter of Intent constitutes a binding agreement between the Parties whereby the Optionor hereby grants to the Optionee sole and exclusive right to Purchase and acquire the Licences and Properties upon the term and conditions provided for herein. 8.2 This Letter of Intent expressly grants the Optionee the exclusive right to undertake the Due Diligence Review during the Due Diligence Period. 9. FURTHER ASSURANCES 9.1 The Parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Letter of Intent, and without limiting the generality of the foregoing, the Parties agree to execute the Option Agreement in accordance with the provisions hereof on or before the earlier of expiration of the Due Diligence Period or February 28, 2008. 10. ARBITRATION AND LITIGATION 10.1 Any dispute between the Parties concerning any matter or thing arising from this Letter of Intent, the Option Agreement or the Exploration Consulting Services 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 Letter of Intent, the single Arbitrator will be appointed by the British Columbia International Commercial Arbitration Centre ("BCICAC") of Vancouver, B.C., 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. 10.2 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, B.C., 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. 10.3 Notwithstanding the Parties may arbitrate any dispute, matter or issue pertaining to this Letter of Intent, the Option Agreement or the Exploration Consulting Services 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 10. 6 10.4 Nothing herein precludes, prevents or limits any dispute, matter or issue pertaining to this Letter of Intent, the Option Agreement or the Exploration Consulting Services 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. 11. FORCE MAJEURE 11.1 No Party will be liable for its failure to perform any of its obligations under this Letter of Intent, the Option Agreement or the Exploration Consulting Services 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 nonavailability of materials or transportation (each an "INTERVENING EVENT"). 11.2 All time limits imposed by thereunder will be extended by a period equivalent to the period of delay resulting from an Intervening Event. 11.3 A Party relying on the provisions of section 11.1, insofar as possible, will promptly give written notice to the other Party of the particulars of the Intervening Event, will give written notice to the other Party as soon as the Intervening Event ceases to exist, will take all reasonable steps to eliminate any Intervening Event and will perform its obligations hereunder 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 Letter of Intent, if an Intervening Event renders completion impossible. 12. STANDSTILL 12.1 The Optionor covenants and agrees that during the Due Diligence Period, they will not engage in negotiations on or actively solicit or accept offers for the Licences and the Properties, either directly or indirectly, from any other entity or person. During the aforementioned period, the Optionor also covenants and agrees not to provide information to, negotiate with, or in any way facilitate inquiries or offers from Third Parties who might have an interest in acquiring the Licences, Properties, business or the shares of the Optionor by any method including, without limitation, by merger, consolidation, through acquiring capital stock, treasury shares, issued shares or acquiring their assets. 13. GENERAL 13.1 This Letter of Intent, and the Option 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 adopted and agreed upon as the applicable substantive or procedural laws for a specific matter or proceeding rather than the Laws of Nevada. 7 13.2 This Letter of Intent is intended to create binding legal relations among the Parties and will enure to the benefit of and be binding upon the Parties hereto and their respective representatives, administrators, successors and assigns, as the case may be, until replaced by the Option Agreement. Until the execution and delivery of the Option Agreement, this Letter of Intent will remain binding and in effect (unless terminated pursuant to the provisions thereof). 13.3 In the event that any provision of this Letter of Intent is held unenforceable or invalid by a court of law, this Letter of Intent will be read as if such unenforceable or invalid provision were removed. 13.4 The rights and obligations of the Parties created by this Letter of Intent are not assignable by any Party without the prior written consent of the other Party, not to be unreasonably withheld, except for any transfer or assignment to a wholly owned subsidiary of a Party or pursuant to an amalgamation, merger, or corporate reorganization or arrangement of the Party. 13.5 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; (b) The tenth business day next 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. 13.6 This Letter of Intent 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 Letter of Intent 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. 13.7 No modification or amendment to this Letter of Intent may be made unless agreed to by the Parties in writing. 13.8 This Letter of Intent requires the Optionee 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 Vendor'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 13.6 involved in this 8 transaction to whom the Optionee have a duty of disclosure. By executing this Letter of Intent, the Optionor is deemed to be consenting to the foregoing collection, use and disclosure of the Optionor's Personal Information. The Vendors also consent to the filing of copies or originals of any of the Optionor's documents described in this Letter of Intent as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. 13.9 Time shall be of the essence in the performance of this Letter of Intent. If the foregoing terms and conditions, and the attached schedules which form a part of this Letter of Intent, accurately set out your understanding of our mutual and reciprocal assurances, representations and agreements, please indicate your acknowledgement and acceptance of the same by signing this letter where indicated below and returning to us the enclosed copy duly signed by you on or before 4:30 p.m. on December 9, 2008. Yours truly, c/s /s/ MAREK KRECZMER ______________________________ URANIUM INTERNATIONAL CORP. Per: Marek Kreczmer, President Terms and conditions approved this _9_ day of December 2008. GEOFORUM SCANDINAVIA AB c/s ______________________________________ and/or _______________________________ Per: Michael Bromley-Challenor, CEO Per: Stewart A. Jackson, Agent Authorized Signatory 9 involved in this transaction to whom the Optionee have a duty of disclosure. By executing this Letter of Intent, the Optionor is deemed to be consenting to the foregoing collection, use and disclosure of the Optionor's Personal Information. The Vendors also consent to the filing of copies or originals of any of the Optionor's documents described in this Letter of Intent as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. 13.9 Time shall be of the essence in the performance of this Letter of Intent. If the foregoing terms and conditions, and the attached schedules which form a part of this Letter of Intent, accurately set out your understanding of our mutual and reciprocal assurances, representations and agreements, please indicate your acknowledgement and acceptance of the same by signing this letter where indicated below and returning to us the enclosed copy duly signed by you on or before 4:30 p.m. on December 9, 2008. Yours truly, c/s ______________________________ URANIUM INTERNATIONAL CORP. Per: Marek Kreczmer, President Terms and conditions approved this __ day of December 2008. GEOFORUM SCANDINAVIA AB c/s /s/ STEWART A. JACKSON ____________________________________ and/or ____________________________________ Per: Michael Bromley-Challenor, CEO Per: Stewart A. Jackson, Agent December 09/08 Authorized Signatory This is Schedule "A" to the Letter of Intent dated December 09, 2008 made between Uranium International Corp., and Geoforum Scandinavia AB DESCRIPTION OF LICENCES AND PROPERTIES SUBJECT TO SALE A. LICENCES 1. 2. 3. 4. B. PROPERTIES 1. Laisback 2 in the commune of Storuman, permit n:o 8 year 2007 2. Sil in the Stromsunds commune, permit n:o 196 year 2005 renewed until 20 September 2011 3. Langtrask in the commune of Arvidsjaur, permit n:o 177 year 2005 renewed until 12 September 2011 4. Ravaberget in the commune of Arvidsjaur, permit n:o 178 year 2005 renewed until 12 September 2011 10 This is Schedule "A" to the Letter of Intent dated December 09 2008 made between Uranium International Corp., and Geoforum Scandinavia AB [initialed] DESCRIPTION OF LICENCES AND PROPERTIES SUBJECT TO SALE A. LICENCES 1. 2. 3. 4. B. PROPERTIES 1. Laisback 2 in the commune of Storuman, permit n:o 8 year 2007 2. Sil in the Stromsunds commune, permit n:o 196 year 2005 renewed until 20 September 2011 3. Langtrask in the commune of Arvidsjaur, permit n:o 177 year 2005 renewed until 12 September 2011 4. Ravaberget in the commune of Arvidsjaur, permit n:o 178 year 2005 renewed until 12 September 2011 This is Schedule "B" to the Letter of Intent dated December 09, 2008 made between Uranium International Corp., and Geoforum Scandinavia AB DISCLOSURE OF ALL LIENS, CHARGES AND ENCUMBRANCES (INCLUDING OPTIONS, RIGHTS OF FIRST REFUSAL OR CLAIMS AGAINST THE PROPERTIES 11
