EXHIBIT 10.1
UIC
Uranium International Corp.
April 21, 2009
CONFIDENTIAL
Continental Precious Minerals Inc.
00 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xx Xxxxx, President
Dear Sirs:
RE: Purchase of HRU Mineral Exploration Licences
We are interested in purchasing the HRU mineral exploration licences in Sweden
held by Continental Precious Minerals Inc. The terms and conditions of the
purchase are set out in the attached Schedule A to this letter agreement (the
"Agreement").
Yours truly,
URANIUM INTERNATIONAL CORP.
Xxxxx X. Xxxxxxxx
President & CEO
MK:kb
Encl.
00000 Xxxx Xxxxxxx Xx., Xxx. 000
Xxxx Xxxx, Xxxxxxxx 00000
Schedule A
Uranium International Corp.
Purchase of HRU Mineral Exploration Licences
held by Continental Precious Minerals Inc.
________________________________________________________________________________
PARTIES AND BACKGROUND: Uranium International Corp.("URNI") is a public company
incorporated under the laws of Nevada trading on the
OTCBB. As of the date hereof, URNI has 54,370,500
common shares issued and outstanding.
Continental Precious Minerals Inc. ("Continental") is a
public company listed on the Toronto Stock Exchange.
Continental holds a number of mineral exploration
licences issued by the appropriate governmental
authorities in the Kingdom of Sweden. Thirteen (13) of
Continental's licences are listed in Exhibit 1 and are
Continental's HRU licences which are the subject of
this Agreement (the "HRU Licences"). The HRU Licences
are subject to royalty interests in favour of the
Kingdom of Sweden and a 5.0% net profits royalty in
favour of Geoforum Scandinavia AB.
URNI and Continental are together sometimes referred to
as the "Parties" and individually as the "Party".
CONTINENTAL
REPRESENTATION: Continental hereby represents that the technical report
originally dated July 15, 2005 as revised and restated
on September 20, 2005, entitled "Revised Introductory
Technical Report on Eight Uranium Properties in
Northern Sweden", which appears in Continental's SEDAR
filings, is valid and was prepared by an independent
qualified person, as such term is defined under
National Instrument 43-101. URNI shall be responsible
for its own due diligence with respect to the HRU
Licences in all respects.
PURCHASE PRICE: URNI will purchase the HRU Licences for (a) US $15
million in cash; (b) 6 million common shares of URNI
issued from treasury, which will be subject to a resale
restriction for a period of one year from the date of
issue, and (c) warrants for the purchase of up to 1
million common shares of URNI at an exercise price of
US$1.00 per share exercisable for a period of two years
from the date of issue. The purchase price will be paid
by URNI to Continental as follows:
(a) US$7.5 million will be paid in cash by wire transfer in
immediately available funds at the Closing Time (as
hereinafter defined);
(b) US$7.5 million will be paid in cash in immediately
available funds one year following the Closing Date (as
hereinafter defined) ( the "Second Cash Instalment");
and
(c) Certificates representing 6 million common shares of
URNI and warrants for the purchase of up to 1 million
common shares noted above shall be issued and delivered
at the Closing Time. The warrant certificate shall be
in a form acceptable to both Parties, acting
reasonably.
PRESS RELEASE: Each Party will advise the other, in advance, of any
public statement or press release which it proposes to
make or issue in respect of the transaction
contemplated by this Agreement and provide the other
with an opportunity to comment on the content of such
public statement or press release prior to its
issuance, provided that no Party will be prevented from
making any public statement or issuing any press
release which is required to be made by law or any rule
of any stock exchange on which such Party's shares are
then listed.
CONDITIONS OF CLOSING: The obligation of URNI to consummate the transaction
contemplated by this Agreement shall be subject to the
completion by it of due diligence on the HRU Licences
satisfactory to it. In the event that URNI does not
give written notice prior to 4:00 p.m. (Toronto time)
on August 30, 2009 that it is terminating this
Agreement on the basis that it is not satisfied with
its due diligence, the due diligence condition in
favour of URNI will be deemed to have been satisfied.
Provided that the conditions set forth above have been
satisfied, closing shall take place on August 31, 2009
("Closing Date") at 10:00 a.m. (Toronto time) or such
later time on the Closing Date as the Parties may agree
in writing at the Toronto offices of Continental's
counsel, Fraser Xxxxxx Casgrain LLP. At the Closing
Time, the portion of the Purchase Price payable at the
Closing Time shall be paid to Continental.
TRANSFER OF TITLE: Continental will transfer all of its right, title and
interest in the HRU Licences to URNI concurrent with
the receipt by Continental of the Second Cash
Instalment. URNI shall provide to the Inspectorate of
Mines in Sweden with such information respecting URNI
as may be requested by the Inspectorate of Mines in
Sweden in order to obtain the approval of the
Inspectorate of Mines in Sweden to the transfer of
registered title to the HRU Licences to URNI concurrent
with the receipt by Continental of the Second Cash
Instalment. Between the date of this Agreement and the
date of receipt by Continental of the Second Cash
Instalment, URNI will have the right to conduct work
programs on the HRU Licences, provided that such
programs are conducted in accordance with all
applicable laws and in accordance with good mining
practices and provided that URNI will pay all costs
relating thereto and will indemnify Continental and
save it harmless from any loss, liability, cost,
damage, injury or expense arising out of URNI's work
program. In the event that the Second Cash Instalment
is not received by Continental within one year of the
date of this Agreement, any and all rights of URNI in
the HRU Licences will cease, and Continental will
retain the HRU Licences and the portion of the Purchase
Price previously received by it.
NO SALE TO THIRD PARTY: Continental will not, prior to the close of business
on August 31, 2009, or such earlier date as this
Agreement is terminated by URNI, enter into any
agreement for the sale of any of the HRU Licences to
any third parties.
In consideration of this covenant, URNI will pay to
Continental concurrent with the signing of this
Agreement by the Parties, the sum of US$25,000, in cash
by wire transfer of immediately available funds.
FINDER'S FEE: It is understood that Continental may pay a finder's
fee to a third party in respect of the transaction
contemplated by this Agreement.
EXPENSES: Each of the Parties will be responsible for the
expenses (including fees and expenses of legal
advisers, accountants, experts and other professional
advisers) incurred by them, respectively, in connection
with the transaction contemplated by this Agreement,
whether or not the transaction is completed.
DUE DILIGENCE: Continental will provide URNI upon request and during
regular business hours with full access to its
geological data and reports and other documents and
materials reasonably necessary to conduct appropriate
due diligence investigations in respect of the HRU
Licences.
In the event that the transaction contemplated by this
Agreement is not completed by August 31, 2009, URNI
will return all documents and materials provided by
Continental together with a copy of any data or
analysis prepared by URNI containing or based upon, in
whole or in part, any of the information provided by
Continental, and Continental will return all documents
and materials provided by URNI together with a copy of
any data or analysis prepared by Continental containing
or based upon, in whole or in part, any of the
information provided by URNI.
The Parties acknowledge and agree that the
confidentiality agreement dated December 3, 2008
between the Parties continues in effect, on its terms.
GOVERNING LAW: This Agreement is governed by and will be construed in
accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein. All
questions, differences, claims and disputes arising out
of or in connection with this Agreement or the breach,
termination or invalidity of this Agreement
(collectively, a "Dispute") shall be resolved by
arbitration. The arbitration will be conducted by a
single arbitrator. Any Party (the "Complainant") may
initiate arbitration by giving written notice in the
manner provided for below to the other (the
"Respondent") of the Complainant's desire to submit a
Dispute to arbitration in accordance with this
paragraph (the "Complaint"). The Complaint shall
describe with reasonable particularity the subject
matter of the Dispute and shall nominate an arbitrator
(the "Proposed Arbitrator"). The Proposed Arbitrator
shall determine the Dispute unless, within ten calendar
days of receipt of the Complaint (the "Response
Period"), the Respondent, by written notice to the
Complainant, objects to the appointment of the Proposed
Arbitrator. If, within the Response Period, the
Respondent objects to the appointment of the Proposed
Arbitrator and the Complainant and the Respondent do
not otherwise agree on the appointment of an
arbitrator, the arbitrator may be appointed by a judge
of the Superior Court of Justice sitting in Toronto
upon application of either Party. The arbitration will
take place in Toronto, Ontario and will be conducted in
English. Except as otherwise provided in this
paragraph, the arbitration will be governed by the
Arbitration Act (Ontario). Unless the arbitrator
otherwise determines, the fees of the arbitrator and
the costs and expenses of the arbitration will be borne
and paid equally by the Parties. To the extent not
otherwise provided for in this paragraph, the procedure
to be followed will be as agreed to by the Parties, or,
in default of such agreement, as determined by the
arbitrator. The decision of the arbitrator shall be
final and binding as between the Parties and there
shall be no rights of appeal of any kind. Judgement
upon the award, including any interim award, rendered
by the arbitrator may be entered in any court having
jurisdiction. The arbitration shall be kept
confidential and the existence of the arbitration
proceeding and any element of it (including but not
limited to any pleadings, briefs or other documents
submitted and exchanged and testimony or other oral
submissions and any awards made) shall not be disclosed
beyond the arbitrator, the parties, their counsel and
any person to whom disclosure is necessary to the
conduct of the proceeding, except as may be required by
law.
TERMINATION: This Agreement may be terminated in writing at any
time by URNI prior to 4:00 p.m. (Toronto time) on
August 30, 2009 if it is not satisfied with its due
diligence.
In the event of termination by URNI as provided for in
this paragraph, this Agreement will become void and of
no effect, without any liability or obligation on the
part of the Parties hereto, unless otherwise specified
herein.
GENERAL: Time will be of the essence hereof.
This Agreement constitutes the entire agreement between
the Parties pertaining to the subject matter of this
Agreement and supersedes all other agreements, whether
written or verbal, or understandings between the
Parties. There are no warranties, conditions or
representations (including any that may be implied by
statute) and there are no agreements in connection with
such subject matter except as specifically set forth in
this Agreement.
This Agreement will not be modified or amended, except
by an instrument in writing signed by each of the
Parties hereto.
Any notice required or permitted under this Agreement
may be given in case of notice to Continental, to
xxxxxx@xxxxxx.xxx with a copy to
xxxxx.xxxxxxxxxxxx@xxx-xxx.xxx and in the case of
notice to URNI, to xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx with
a copy to xxxxx@xxxxxxxxxxxx.xxx.
IN WITNESS WHEREOF this Agreement has been executed and delivered by the Parties
hereto and will be deemed to be dated as of the date of acceptance by
Continental below.
URANIUM INTERNATIONAL CORP.
By:
____________________________
Xxxxx Xxxxxxxx
President & CEO
Accepted and agreed this _______ day of April, 2009.
CONTINENTAL PRECIOUS MINERALS INC.
By:
______________________________
Xx Xxxxx
President
EXHIBIT 1
________________________________________________________________________________
Name of Licence Date of Issue Date of Expiry
mm/dd/year
________________________________________________________________________________
Abborviken 03-03-2005 03-03-2011
(original expiry
date - 03-03-2008)
________________________________________________________________________________
Bjorkramyran 03-03-2005 03-03-2011
(original expiry
date - 03-03-2008)
________________________________________________________________________________
Guorbavare 02-25-2005 02-25-2011
(original expiry
date - 02-25-2008)
________________________________________________________________________________
Guorbavare nr 2 10-04-2005 10-04-2011
(original expiry
date - 10-04-2008)
________________________________________________________________________________
Harrikivelio 11-27-2007 11-27-2010
________________________________________________________________________________
Kvarnan 02-28-2005 02-28-2011
(original expiry
date - 02-28-2008)
________________________________________________________________________________
Kvarnan nr 2 10-04-2005 10-04-2011
(original expiry
date - 10-04-2008)
________________________________________________________________________________
Kvarnan nr 3 10-04-2005 10-04-2011
(original expiry
date - 10-04-2008)
________________________________________________________________________________
Lill-Juthatten 03-03-2005 03-03-2011
(original expiry
date - 03-03-2008)
________________________________________________________________________________
Nojdfjallet 03-03-2005 03-03-2011
(original expiry
date - 03-03-2008)
________________________________________________________________________________
Purnuvaara nr 2 11-13-2007 11-13-2010
________________________________________________________________________________
Sagtjarn 05-09-2005 05-09-2011
(original expiry
date - 05-09-2008)
________________________________________________________________________________
Skuppesavon 02-25-2005 02-25-2011
(original expiry
date - 02-25-2008)
________________________________________________________________________________
