EX-10 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 UIC Uranium International Corp. April 21, 2009 CONFIDENTIAL Continental Precious Minerals Inc. 50 Richmond Street East Suite 101 Toronto, Ontario M5C 1N7 Attention: Ed Godin, 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. Marek J. Kreczmer President & CEO MK:kb Encl. 10475 Park Meadows Dr., Ste. 600 Lone Tree, Colorado 80124 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 Milner 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 godine@rogers.com with a copy to jenny.chusteinberg@fmc-law.com and in the case of notice to URNI, to marek@uraniuminternational.com with a copy to bruce@paigelawcorp.com. 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: ____________________________ Marek Kreczmer President & CEO Accepted and agreed this _______ day of April, 2009. CONTINENTAL PRECIOUS MINERALS INC. By: ______________________________ Ed Godin 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) ________________________________________________________________________________