Texas Mineral Resources Corp. 10-K


 


 


Exhibit
10.17


 


 


 











 


 


 


 


AMENDED
AND RESTATED OPTION AGREEMENT


 


 


BETWEEN


 


 


TEXAS
MINERAL RESOURCES CORP.,


 


 


AND


 


 


USA
RARE EARTH, LLC


 


 


DATED:
AUGUST-23, 2019


 


 


 




    	 



    	 



    

THIS
AMENDED AND RESTATED OPTION AGREEMENT (this “Agreement”) made effective as of the 23 day of August 2019
between Texas Mineral Resources Corp., a Delaware corporation (the “Texas Mineral Resources”), and USA Rare
Earth, LLC, a Delaware limited liability company (“USA Rare Earth”).


 


RECITALS:


 


A.


Texas
Mineral Resources is the sole holder of Round Top Rare Earth project in Hudspeth County, Texas, as more fully set forth in Exhibit
A attached hereto (the “Concession”).


 


B.


Texas
Mineral Resources and Morzev Pty Ltd (“Morzev”) entered into that certain Option Agreement dated August 28,
2018, as modified by that certain Variation of Option Agreement between Texas Mineral Resources and Morzev dated October 9, 2018
(the “Variation”), and amended by that certain First Amendment to Option Agreement among Texas Mineral Resources,
Morzev, and USA Rare Earth dated July 31, 2019 (as modified and amended, the “Original Option Agreement”).


 


C.


Under
the Original Option Agreement, Texas Mineral Resources granted Morzev an exclusive option to earn a seventy percent (70%)
interest. increasable to an eighty percent (80%) interest, in the Round Top Rare Earth project from Texas Mineral Resources (the
“Option”), and as evidenced in the Variation, Morzev exercised its option.


 


D.


Pursuant
to the terms of the Original Option Agreement, Morzev nominated USA Rare Earth as the optionee under the Original Option Agreement
as evidenced by that certain letter executed by Pini Althaus dated July 16, 2019, and USA Rare Earth became a party to Original
Option Agreement as a result thereat:


 


E.


Texas
Mineral Resources and USA Rare Earth desire to amend and restate the terms of the Original Option Agreement, among other reasons,
to modify certain terms related to the Option and to serve as a definitive agreement governing the rights and obligations of the
parties.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, Texas Mineral Resources and USA Rare Earth agree as follows:


 


Article
1


Definitions


 


1.01       Definitions.
In this Agreement unless the context otherwise requires, the following words and terms set forth in this Article l shall have
the meanings respectively assigned to them:


 


(a)


“$”
or “dollar” means the currency of the United States of America.


 


(b)


“Affiliate”
means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such Person. For the purposes of this definition, the term “controls,”
“is controlled by” or ‘‘under common control with” means (i} the direct or indirect
ownership of in excess of fifty percent (50%) of the equity interests (or interests convertible into or otherwise exchangeable
for equity interests) in a Person, or (ii) possession of the direct or indirect right to vote in excess of fifty percent (50%)
of the voting securities or elect in excess of fifty percent (50%) of the board of directors or other governing body of a Person.


 






    	 



    	 



    




 


(c)


“Agreement”
means this agreement and all amendments made hereto in accordance with the provisions hereof


 


(d)


“Area
of Interest” means the area within a distance of two (2) miles from the external perimeter of the property that is subject
to the Concession, as the property subject to the Concession existed at the Effective Date.


 


(e)


[Reserved].


 


(f)


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in Wilmington, Delaware and New
York, New York are authorized or required by law to remain dosed.


 


(g)


“Concession”
means, as reflected on Exhibit A l, the area enclosed by Texas Mineral Resources option to purchase the surface from the
Texas General Land office and the area enclosed by the Water Lease purchased from the Texas General Land Office. All Surface acreage
owned by Texas Minerals Resources and surface leases owned by Texas Mineral Resources within this area are included in the Concession.


 


(h)


“Effective
Date” means August 28th, 2018 (being, the date of execution of the Original Option Agreement).


 


(i)


“Encumbrance”
means any mortgage, pledge, assessment, security interest, deed of trust, lease, lien, adverse claim, levy, charge or other encumbrance
of any kind, or any conditional sale or title retention agreement or other agreement to give any of the foregoing in the future.


 


(j)


“Environment”
means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage
basins, and wetlands), groundwater, drinking water supply, stream sediment’>, ambient air (including indoor air), plant
and animal life, and any other environmental medium or natural resource.


 


(k)


“Environmental
Laws” means any law that requires or relates to:


 


		(i)	advising
                                         appropriate authorities, employees, and the public of intended or actual releases of
                                         pollutants, hazardous substances or hazardous materials, violations of discharge limits,
                                         or other prohibitions and of the commencements of activities, such as resource extraction
                                         or construction, that could have significant impact on the Environment;



 






    	 



    	 



    




 


		(ii)	preventing
                                         or reducing to acceptable levels the release of pollutants, hazardous substances or hazardous
                                         materials into the Environment;



 


		(iii)	reducing
                                         the quantities, preventing the release, or minimizing the hazardous characteristics of
                                         wastes or hazardous materials that are generated;



 


		(iv)	assuring
                                         that products are designed, formulated, packaged, and used so that they do not present
                                         unreasonable risks to human health or the Environment when used or disposed of



 


		(v)	protecting
                                         resources, species, or ecological amenities;



 


		(vi)	reducing
                                         to acceptable levels the risks inherent in the transportation of hazardous substances
                                         or hazardous materials, pollutants, oil, or other potentially harmful substances;



 


		(vii)	cleaning
                                         up pollutants or hazardous materials that have been released, preventing the threat of
                                         release, or paying the costs of such clean up or prevention; or



 


		(viii)	making
                                         responsible parties pay private parties, or groups of them, for damages done to their
                                         health or the Environment. or permitting self- appointed representatives of the public
                                         interest to recover for injuries done to public assets.



 


(l)


“Expenditures”
means all costs, expenses and charges, direct or indirect, of, or incidental to, the Mining Operations.


 


(m)


“Force
Majeure Event” means any act, event or cause (other than lack of funds) which is beyond the reasonable control of the
Party concerned, including:


 


		(i)	acts
                                         of God, including storms or cyclones, action of the elements, fire, epidemics, landslides,
                                         earthquakes, floods, road closures due to washouts or impassability and natural disaster;



 


		(ii)	strikes,
                                         stoppages, restraints of labour, or other industrial disturbances;



 


		(iii)	acts
                                         of the public enemy, including wars which are either declared or undeclared, blockades,
                                         invasions and insurrections;



 


		(iv)	acts
                                         or threats of terrorism, rebellion, riots or civil commotion;



 


		(v)	riots,
                                         malicious damage, sabotage and civil disturbance;



 






    	 



    	 



    




 


		(vi)	accident
                                         (including accidental emissions of pollutants or hazardous substances), fire, explosion,
                                         radioactive contamination and toxic or dangerous chemical contamination;



 


		(vii)	the
                                         adverse application of any laws or enforcement actions of any court or government agency
                                         not resulting from any wrongful act or omission of the affected Party;



 


(viii)
the refusal of or delay in obtaining any necessary consents from any government agency, provided that the affected Party has acted
in a timely manner in endeavoring to secure them;


 


		(ix)	the
                                         catastrophic failure of: or the breakdown of or accident to, plant or machinery;



 


		(x)	the
                                         breach by any third party supplier of its obligations to supply goods or services to
                                         the affected Party, provided that the affected Party has acted in a timely manner in
                                         endeavoring to secure such supply, and provided that the affected Party itself is not
                                         in breach of any relevant obligation; and



 


		(xi)	any
                                         production shutdown or interruption which is validly required or directed by any government
                                         agency which is not due to the act or default of the affected Party, and which the affected
                                         Party is not reasonably able to prevent or overcome, or the effects of which the affected
                                         Party is not reasonably able to predict and take measures to avoid, by the exercise of
                                         reasonable technical and commercial diligence and prudence.



 


(n)


“Investment”
means an amount of $140,000 funded by Morzev on November 13, 2018 (the “Investment Date”), for 646,054 common
shares of Texas Mineral Resources as contemplated under Section 3.03 of the Original Option Agreement.


 


(o)


“Mineral
Lease” means, as reflected on Exhibit A2, the mineral lease granted to Texas Mineral Resources by the Texas General
Land Office.


 


(p)


“Mining
Operations” means every kind of work financed by USA Rare Earth during the Option Period from the Effective Date,
in the conduct of exploration and development activities for the benefit of the Concession, including, without limitation the
work of de-risking the project (including specifically optimizing the leaching cycle and determining final leach pad design,
undertaking the Pilot Plant, and developing the process and procedure to separate and purify other economically important
elements from the primary leach solution including but not limited to lithium, aluminum sulfate, hafnium and other fertilizer
and industrial products); property maintenance; process development solar evaporation; chemical processing; baseline studies;
engineering; assessment, geophysical, geochemical and geological surveys; studies and mapping; investigating, drilling,
assaying, prospecting, designing, examining, equipping, improving, surveying, shaft-sinking, raising, cross-cutting and
drifting, searching for, digging, trucking, sampling, working and procuring minerals, ores and metals; surveying and bringing
any mining claims to lease or patent; reclaiming and all other work usually considered to be prospecting, exploration,
development, mining and reclamation work; in paying wages and salaries of workers engaged in the work and in supplying food,
lodging, transportation and other reasonable needs of the workers; in paying assessments or premiums for workers’
compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the
district to those workers; in paying rentals, license renewal foes, taxes and other governmental charges required to keep the
mineral interests comprising the Concession in good standing; in purchasing or renting plant, buildings, machinery, tools,
appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating,
rehabilitation, reclamation, and environmental protections and in the management of any work which may be done on the
property subject to the Concession or in any other respect necessary for the due carrying out of the prospecting,
exploration and development work or any other expenditure approved the Operating Committee.


 






    	 



    	 



    




 


(q)


“Option
Period” means that period of time commencing on the Effective Date and terminating on the date upon which this Agreement
is terminated by the provisions of Article 6.


 


(r)


“Party”
means Texas Mineral Resources or USA Rare Earth and each of their respective successors and permitted assigns.


 


(s)


“Person”
includes a natural person, firm, corporation, company. association, partnership, joint venture, unincorporated syndicate, unincorporated
organization, trust, trustee, executive, administrator or other legal representative, governmental instrumentality or any group
or combination thereof.


 


(t)


“Pilot
Plant” means a pilot plant demonstration of the CIX/CIC processing of REE, Uranium and Thorium.


 


1.02       Morzev
and USA. Rare Earth. Within the context of and subject to the terms of this Agreement, USA Rare Earth shall be responsible
for and receive the benefit of any actions undertaken by Morzev prior to the nomination of USA Rare Earth as optionee under the
Original Option Agreement. By way of example and not limitation, phrases such as “work financed by USA Rare Earth during
the Option Period” shall include work financed by Morzev under the Original Option Agreement, and any Expenditures made
by Morzev would be attributed to and counted as Expenditures by USA Rare Earth.


 


Article
2


Representations
and Warranties


 


2.01       Representations
and Warranties and Covenants.


 


(a)


Texas
Mineral Resources, represents, warrants and covenants to USA Rare Earth as of the date of this Agreement and at all tirnes during
the Option Period that:


 






    	 



    	 



    




 


		(i)	Texas
                                         Mineral Resources is an entity duly organized, validly existing and, where applicable,
                                         in good standing under the laws of its respective jurisdiction of organization.



 


		(ii)	Texas
                                         Mineral Resources has full power and authority to carry on its business to enter into
                                         this Agreement and any agreement or instrument referred to or contemplated by this Agreement.



 


		(iii)	This
                                         Agreement has been duly authorized, executed and delivered by Texas Mineral Resources
                                         and constitutes a valid and binding obligation of it enforceable against it in accordance
                                         with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
                                         moratorium or similar laws affecting the rights of creditors generally and except as
                                         limited by the application of equitable principles when equitable remedies are sought.



 


(iv)


No proceedings are pending for, and Texas Mineral Resources has no Knowledge (defined below) of any basis for the institution
of any proceeding leading to, Texas Mineral Resources’ dissolution or winding up or being placed into bankruptcy or subject
to any other laws governing the affairs of insolvent corporations.





 


		(v)	There
                                         is no contract, option or any other right binding upon Texas Mineral Resources to option,
                                         sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option,
                                         dispose of or encumber all or part of the mineral interests comprising the Concession
                                         other than pursuant to the provisions of this Agreement



 


		(vi)	The
                                         execution, delivery and performance of this Agreement by Texas Mineral Resources and
                                         the consummation of the transactions herein contemplated will not (i) violate or conflict
                                         with any term or provision of any of the articles, by laws or other constating documents
                                         of Texas Mineral Resources; (ii) violate or conflict with any term or provision of any
                                         order of any court, government or regulatory authority or any law or regulation of any
                                         jurisdiction in which Texas Mineral Resources’ business is carried on; or (iii)
                                         conflict with, accelerate the performance required by or result in the breach of any
                                         agreement to which it is a party.



 


		(vii)	Texas
                                         Mineral Resources is the sole record and beneficial owner of a 100% undivided interest
                                         in the Concession.



 


		(viii)	The
                                         Concession and Mineral Lease are each accurately described in Exhibits Al and A2 respectively
                                         attached hereto.



 


		(ix)	All
                                         taxes, assessments, deposits, rentals, levies or other payments relating to the mineral
                                         interests comprising the Mineral Lease, and required to be made to any federal, provincial
                                         or municipal governmental instrumentality have been made.



 






    	 



    	 



    




 


		(x)	The
                                         mineral interests comprising the Mineral Lease arc free and clear of any and all Encumbrances,
                                         agreements, obligations, adverse claims (including, without limitation, any order or
                                         judgment relating to such claim or any legal proceedings in process, pending or threatened
                                         which might result in any such order or judgment), royalties, profit interests or other
                                         payments in the nature of a rent or royalty, or other interests of whatsoever nature
                                         or kind, recorded or unrecorded.



 


		(xi)	There
                                         are no actions, suits or proceedings pending, or to Texas Mineral Resources’ Knowledge,
                                         threatened, against or materially adversely affecting, or which could materially adversely
                                         affect, any or all of the mineral interests comprising the Mineral Lease before or by
                                         any federal, provincial, municipal or other governmental authority, department, court,
                                         commission, board, bureau, agency or instrumentality, domestic or foreign, whether or
                                         not insured, and which might involve the possibility of any Encumbrance or any other
                                         right of another against the mineral interests comprising the Mineral Lease,



 


		(xii)	To
                                         Texas Mineral Resources’ Knowledge, conditions relating to the Concession respecting
                                         all past and current operations thereon are in compliance with all applicable federal,
                                         provincial and municipal laws including all Environmental Laws.



 


		(xiii)	The
                                         operation of the mineral interests within the the Concession are not subject to any written
                                         or verbal operating, management, maintenance or other agreements with any third party.



 


		(xiv)	All
                                         required consents from The Texas General Land Office for the sale and transfer the mineral
                                         and other interests by Texas Mineral Resources to USA Rare Earth is subject to approval
                                         by the Texas Land Commissioner, which shall not be unreasonable withheld.



 


		(xv)	To
                                         the best of Texas Mineral Resources’ Knowledge and belief, there arc no environmental
                                         liabilities relating to or affecting the mineral interests comprising the Concession,
                                         nor are there
any circumstances relating to the mineral interests comprising the Concession which may reasonably be expected to give rise to
future environmental liabilities.






 


		(xvi)	Any
                                         information known or which should be known to Texas Mineral Resources concerning the
                                         mineral and other interests comprising the Concession which might reasonably be regarded
                                         as material has been disclosed in writing to USA Rare Earth and accurate copies of any
                                         document evidencing such matter have been provided to USA Rare Earth, including but not
                                         limited to any contract, transaction, arrangement or liability to which Texas Mineral
                                         Resources is a party that involves, or is likely to involve, obligations or liabilities
                                         that, by reason of their nature or magnitude ought reasonably be made known to an intending
                                         joint venture partner of the Concession.



 






    	 



    	 



    




 


		(xvii)	Texas
                                         Mineral Resources shall:



 


		(l)	promptly
                                         provide USA Rare Earth with any and all notices and correspondence from government or
                                         regulatory authorities in respect of the Concession;



 


		(2)	obtain
                                         any permits or licenses required by authorities in The State of Texas;



 


		(3)	not
                                         do or permit or suffer to be done any act or thing which would or might in any way adversely
                                         affect the rights of USA Rare Earth hereunder;



 


		(4)	use
                                         commercially reasonable efforts to comply with all reasonable requests for due diligence
                                         materials and provide USA Rare Earth with the requested materials as soon a practicable
                                         following the request; and



 


		(5)	maintain
                                         its corporate existence.



 


(b)


USA
Rare Earth represents, warrants and covenants to Texas Mineral Resources as of the date of this Agreement and at all times during
the Option Period that:


 


		(i)	It
                                         is a entity duly organized, validly existing and is in good standing under the laws of
                                         its jurisdiction of organization.



 


		(ii)	It
                                         has full power and authority to carry on its business to enter into this Agreement and
                                         any agreement or instrument referred to or contemplated by this Agreement.



 


		(iii)	This
                                         Agreement has been duly authorized, executed and delivered by it and constitutes a valid
                                         and binding obligation of it enforceable against it in accordance with its; terms, except
                                         as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or
                                         similar laws affecting the rights of creditors generally and except as limited by the
                                         application of equitable principles when equitable remedies are sought.



 


		(iv)	No
                                         proceedings are pending for, and USA Rare Earth has no Knowledge of any basis for the
                                         institution of any proceeding leading to, its dissolution or wining up or being paced
                                         into bankruptcy or subject to any other laws governing the affairs of insolvent corporations.



 






    	 



    	 



    




 


		(v)	The
                                         execution, delivery and performance of this Agreement by it, and the consummation of
                                         the transactions herein contemplated will not (i) violate or conflict with any term or
                                         provision of any of its articles, by laws or other constating documents of USA Rare Earth;
                                         (ii) violate or conflict with any term or provision of any order of any court, government
                                         or regulatory authority or any law or regulation of any jurisdiction in which its business
                                         is carried on; or (iii) conflict with, accelerate the performance required by or result
                                         in the breach of any agreement to which it is a party or by which it is currently bound.



 


		(vi)	USA
                                         Rare Earth shall:



 


		(1)	promptly
                                         provide Texas Mineral Resources with any and all notices and correspondence from government
                                         or regulatory authorities in respect of the Concession;



 


		(2)	co-operate
                                         with Texas Mineral Resources in obtaining any permits or licenses required by authorities
                                         in The State of Texas;



 


		(3)	not
                                         do or permit or suffer to be done any act or thing which would or might in any way adversely
                                         affect the rights of Texas Mine.ml Resources hereunder; and



 


		(4)	maintain
                                         its corporate existence.



 


(c)


The
representations and warranties set forth above are conditions on which the Parties have relied in entering into this Agreement.


 


(d)


A
Party (“Indemnifying Party”) shall indemnify and keep indemnified the other Party from and against all loss,
damage and costs suffered by the other Party arising in consequence of any of the representatives and warranties and covenants
by the Indemnifying Party set out in this Article 3 being fal.se, misleading or incorrect but nothing in this clause is intended
to require the Indemnifying Party to be liable for consequential loss, indirect loss or loss of profits of the other Party.


 


(e)


Where
a representation or warranty is given “to the knowledge” of a Party, or “so far as it is aware” or with
a similar qualification as to that Parties’ awareness or knowledge (in each case, “Knowledge”), the Party will
be deemed to know or be aware of a particular fact, matter or circumstance if the Party:


 


		(i)	is
                                         aware of that fact, matter or circumstance on the date the representation or warranty
                                         is given; or



 






    	 



    	 



    




 


		(ii)	would
                                         reasonably be expected to be aware of that fact, matter or circumstance if, on the date
                                         the representation or warranty is given or deemed to be given, the Party had made reasonable
                                         enquiries as to the accuracy of such representation or warranty, including enquiries
                                         of directors and officers of the Party or its professional advisers.



 


Article
3


Option
to Acquire Interest


 


3.01       Nature
of Option. Subject to USA Rare Earth satisfying the obligations described in Section 3.02, and based upon the representations,
warranties and covenants herein contained, USA Rare Earth possesses the Option to earn and acquire a seventy percent (70%) interest,
increasable to an eighty percent (80%) interest, in the Round Top Rare Earth project from Texas Mineral Resources by incurring
the Expenditures described in Section 3.03 within the periods prescribed by that section (unless otherwise agreed between the
parties).


 


3.02       Consideration.


 


Texas
Mineral Resources and USA Rare Earth acknowledge and agree that good and valuable consideration was received and was sufficient
to support the Option under the terms of the Original Option Agreement, as amended and restated in this Agreement.


 


3.03       Earn
In.


 


(a)


During
the Option Period, USA Rare Earth must (unless the Parties otherwise agree in writing):


 


		(i)	Phase
                                         l: on or before the date which is the later of (A) the expiration of the 13th month
                                         following the Investment Date or (B) 90 days following the day on which the Operating
                                         Committee has authorized and directed at least $2,360,000 of Expenditures (the “Phase
                                         1 Deadline”), expend a total amount for the Investment and for Mining Operations
                                         on the Concession equal to an aggregate amount of $2.500,000; for the avoidance of doubt,
                                         the $140,000 paid by Morzev for the Investment and Expenditures for the Pilot Plant shall
                                         count toward the required amounts above;



 


		(ii)	Phase
                                         2: expend a total amount for the Mining Operations on the Concession (including all
                                         amounts contemplated in Phase 1 above, including the Investment) equal to an aggregate
                                         amount of $10,000,000.



 


(b)


Upon
USA Rare Earth satisfying the minimum Expenditure in Section 3.03(a)(ii) above, each party shall be required to contribute to
future Expenditures on the Concession in proportion to their interest in the Concession, and all budgets and timelines shall be
determined and agreed by a management committee established between the parties, consisting of two appointees of USA Rare Earth
and one appointee of TMRC (any such Expenditure being referred to herein as a “Joint Venture Expenditure”) subject
to each of the Parties having the right to elect to dilute its interest in the Concession when a call for funding is made.


 






    	 



    	 



    




 


(c)


The
Parties hereby acknowledge and agree that the seventy percent (70%) interest in the Concession will only be earned by USA Rare
Earth if USA Rare Earth has expended the Expenditures described in Section 3.03(a), within the periods prescribed by Section 3.03(a)
(unless otherwise agreed by the Parties), and at such time USA Rare Earth’s beneficial interest in the Concession will immediately
increase to 70% and Texas Mineral Resources’ interest in the Concession will immediately reduce to 30% and the Parties agree
to do everything reasonably necessary and within their respective powers to register and effect the change in the interest in
the Concession.


 


(d)


[Reserved].


 


(e)


[Reserved].


 


(f)


Where
a party fails to contribute any Joint Venture Expenditure, its interest in the Concession shall be diluted on a proportional basis.


 


(g)


USA
Rare Earth will have the right to lodge a caveat or register a security over the Concession to protect its interests under this
Agreement.


 


(h)


[Reserved].


 


(i)


USA
Rare Earth shall have the option (the “Additional Option”) at any time during the Option Period to acquire
from Texas Mineral Resources an additional 10 percent interest (10%) in the Concession by:


 


		(i)	providing
                                         written notice to Texas Mineral Resources within 180 days of the completion of a bankable
                                         feasibility study (the date of such notice shall be referred to as the “Additional
                                         Option Notice Date”) of its intention to exercise the Additional Option; and



 


		(ii)	paying
                                         to Texas Mineral Resources on the Additional Option Notice Date, a one-off payment of
                                         $3,000,000 by wire transfer of immediately available funds.



 


(j)


The
Parties acknowledge that the Additional Option shall be null and void if USA Rare Earth failed to comply with any of the provisions
of Sections 3.02, 3.03(a), and 3.03(b) hereof


 


(k)


Upon
receipt of the $3,000,000 by Texas Mineral Resources on the Additional Option Notice Date, USA Rare Earth will earn
the right to acquire from Texas Mineral Resources an additional 10 percent (10%) interest in the Concession, increasing its
beneficial ownership of the Concession to eighty percent (80%) and reducing Texas Mineral Resources beneficial ownership of
the Concession to twenty percent (20%), and the Parties agree to do everything reasonably necessary and within their
respective powers to register and effect the change in the interest in the Concession.


 






    	 



    	 



    




 


Article
4


Manager;
Option Period Rights and Obligations


 


4.01       Designation.
The Parties hereby designate, ratify and affirm USA Rare Earth as the project manager of the Concession to manage, supervise,
direct, and control the Mining Operations with respect to the Concession and shall be the operator of the Concession under the
laws of the State of Texas and shall have the responsibilities set forth in Section 4.03 hereof.


 


4.02       USA
Rare Earth’s Obligations. Subject to Section 4.03 hereof, USA Rare Earth is obligated during the Option Period:


 


(a)


to
arrange for and carry out the Mining Operations with respect to the Concession;


 


(b)


(Reserved].


 


(c)


to
keep the mining interests comprising the Concession in good standing by the doing all necessary work and by the doing of all other
acts and things and making all other payments which may be necessary in that regard;


 


(d)


to
keep the mining interests in the Concession free and clear of all Encumbrances arising from its operations hereunder (except liens
for taxes not yet due);


 


(e)


to
take all actions and incur such expenditures as are required to maintain the title and interest of the Parties in and to the mineral
rights comprising the Concession in accordance with this Agreement including, without limitation, the payment of all taxes, royalties,
rents, and other amounts required to be paid with respect to the mineral rights comprising the Concession and the performance
of all duties required to maintain the interest of the Parties in and to the mineral rights comprising the Concession:


 


(f)


to
permit Texas Mineral Resources and its employees, designated consultants and agents and persons or representatives at their own
risk, access to the property subject to the Concession at all reasonable times;


 


(g)


to
deliver copies of all assays and technical reports to Texas Mineral Resources as the same become available and shall permit Texas
Mineral Resources or its agents to enter upon the property subject to the Concession at any reasonable time to inspect the workings
thereon and all assays, plans, maps, diamond drill cores, records and other data in USA Rare Earth’s possession relating
to the work done by it in connection with the Concession; provided that such inspections shall not unreasonably interfere
with the work being carried out thereon by USA Rare Earth and shall be at the sole risk of Texas Mineral Resources;


 






    	 



    	 



    




 


(h)


to
submit to Texas Mineral Resources on or before thirty (30) days following the end of each calendar quarter (l) a report disclosing
any significant technical data learned or obtained in connection with work in respect of the Concession; (2) a summary report
on the Mining Operations completed by or on behalf of USA Rare Earth; and (3) a reasonably detailed statement of Expenditures
incurred during such calendar quarter, together with a copy of any report prepared by or on behalf of USA Rare Earth during such
period;


 


(i)


to
maintain true and correct books, accounts and records of Expenditures and to make them fully and readily available to Texas Mineral
Resources as requested from time to time;


 


(j)


to
conduct all exploration and other operations in connection with the Concession in a good and workmanlike manner in
accordance with good mining and engineering practices and in compliance with all applicable laws, regulations and
orders; and


 


(k)


to
maintain general liability insurance with respect to its operations in connection with the Concession in reasonable amounts in
accordance with acceptable industry practices, but in: any event at the commencement of Mining Operations in amounts of no less
than $1,000,000 for personal injury, death or damage to property and provide proof of such insurance naming Texas Mineral Resources
as an additional insured within ninety (90) days following the exercising of its Option.


 


4.03       Texas
Mineral Resources and USA Rare Earth’s Obligations.


 


(a)


Texas
Mineral Resources is obligated during the Option Period to provide assistance as necessary to USA Rare Earth in the exploration
and development of the Concession, dealing with any and all land right registration and transfer issues, to ensure this Agreement
remains in good standing, and are carried out in accordance with its intent.


 


(b)


At
all times following the date hereof, Texas Mineral Resources shall continue to have the sole and absolute responsibility to communicate,
interact and deal with, including, without limitation,. for the purposes of filing and obtaining all necessary permits or licenses,
any federal, provincial, municipal or other governmental authority, department, court, commission, board, bureau or agency in
the State of Texas until such time that USA Rare Earth cams its 70% interest in the Concession.


 


4.04       Operating
Committee.


 


An
Operating Committee will be formed by the Parties to oversee the work programs, budgets and technical aspects of the Concession,
with USA Rare Earth appointing two members to the Operating Committee and Texas Mineral Resources appointing one member to the
Operating Committee (the “Operating Committee”).


 






    	 



    	 



    




 


4.05       Resignation,
Removal or Change of USA Rare Earth as Project Manager.


 


(a)


USA
Rare Earth shall be deemed to have resigned from its duties and obligations as project manager upon the occurrences of any of
the following:


 


		(i)	upon
                                         voluntary resignation;



 


		(ii)	USA
                                         Rare Earth defaults in any of its obligations pursuant to Sections 3.01, 3.02 and 4.02;



 


		(iii)	by
                                         voluntary or involuntary liquidation, insolvency or termination of USA Rare Earth’s
                                         corporate existence and



 


		(iv)	by
                                         court order.



 


Upon
USA Rare Earth’s resignation as project manager of the Concession pursuant to this Section 4.04 hereof, Texas Mineral Resources
shall automatically be appointed the project manager of the Concession to manage, supervise, direct, and control the Mining Operations
with respect to the Concession effective as of the date of such resignation.


 


Article
5


Transfer
or Encumbrance of Interest


 


5.01       Prohibition
and Right of Approval. During the Option Period:


 


(a)


no
Party may sell, assign, or transfer all or any part of their interest in this Agreement or the mineral rights comprising the Concession
without the prior written consent of the other Party, which will not be unreasonably withheld: and


 


(b)


no
Party shall be entitled to Encumber its interest in this Agreement and or the mineral rights comprising the
Concession.


 


5.02       Exceptions.
Section 5.0l(a) shall not apply to the following:


 


(a)


a
transfer by a Party of all or any part of its interest in this Agreement to the other Party, a subsidiary or related body corporate
of that Party; or


 


(b)


a
corporate merger, consolidation, amalgamation, plan of arrangement or reorganization of a Party by which the surviving entity
shall be subject to all of the liabilities and obligations of the Party hereunder.


 


5.03       Novation.
Right of First Offer. If a Party (in this Article 5, the “Selling Party”), wishes to sell any of its holding
or its rights under this Agreement (in this Article 5, the (“Holdings”) other than as contemplated under Section
5.02, then it must, prior to any such transfer, first offer to sell the Holdings to the other Party for a cash consideration and
upon such other terms and conditions as the selling Party deems fit (in this Section 5.03, the “Offer”). If
the other Party accepts the Offer within the 30-day period following its receipt, then the sale will be concluded no later than
30 days after such acceptance. If the other Party does not accept the Offer within such 30-day period, then the Selling Party
will be free to sell the Holdings to a third party at any time after the expiry of such 30-day period and prior to the expiry
of the succeeding 90-day period, but only for a cash consideration equal to or greater than the cash consideration stated in the
Offer and upon other terms and conditions no less favorable to the Selling Party than those contained in the Offer. If the Selling
Party’s transfer of the Holdings to the other Party or to a third party is not concluded prior to the expiry of such 30-day
or 90-day period as aforesaid, any subsequent sale by the Selling Party will be subject to the provisions of this Section 5.03.


 






    	 



    	 



    

 





5.04       Conditions
of Sale. As a condition of any transfer other than to another Party, the buyer must covenant and agree to be bound by this
Agreement, including this Article 5, and prior to the completion of any such sale, the Selling Party must deliver to the other
Party evidence thereof in a form satisfactory to such other Party. Notwithstanding any such sale, the Selling Party will remain
liable for all of its obligations hereunder, unless the Holdings have been sold to a third party pursuant to Section 5.03.


 


5.05       Drag
Along. If USA Rare Earth receives a bona fide offer to purchase its interest or Option in the Concession from an unrelated
third party, then USA Rare Earth must issue by written notice given to Texas Mineral Resources (a “Drag-Along Notice”)
requiring Texas Mineral Resources to sell all (but not part only) of Texas Mineral Resources’ interest in the Concession
to the same relevant third party on the same terms and conditions as those contained in the offer notice (provided that USA Rare
Earth also sells all (but not part only) of its interest in the Concession to such third party on such same terms and conditions)
and upon such Drag-Along Notice being given to Texas Mineral Resources, Texas Mineral Resources shall be obliged to sell its interest
to such third party on the same terms and conditions as set out in the offer notice.


 


5.06       Partial
Transfers.


 


(a)


If
the transferring Party transfers less than all of its interests under this Agreement, the transferring Party and its transferee
shall act and be treated as one Party and, for such transfer to be effective, the transferring Party must first deliver to the
other Party the agreement in writing of the transferring Party and its transferee in favor of the other Party in which:


 


		(i)	as
                                         between the transferring Party and the transferee, the one of them who is authorized
                                         to act as the sole agent (in this section the “Agent”) on behalf of both
                                         of them with respect to all matters pertaining to this Agreement is designated; and



 


		(ii)	the
                                         transferring Party and its transferee agree between each other and jointly represent
                                         and warrant to other Party that:



 






    	 



    	 



    

 


		(1)	the
                                         Agent has the sole authority to act on behalf of, and to bind, the transferring Party
                                         and its transferee with respect to all matters pertaining to this Agreement;



 


		(2)	the
                                         other Party may rely on all decisions of, notices and other communications from, and
                                         failures to respond by, the Agent, as if given (or not given) by both the transferring
                                         Party and its transferee; and



 


		(3)	all
                                         decisions of. notices and other communications from, and failures to respond by, the
                                         other Party to the Agent shall be deemed to have been given (or not given) concurrently
                                         to the transferring Party and its transferee.



 


Article
6


Non-Exercise;
Termination


 


6.01       Non-Exercise.
The right to exercise the Option (that is, the right to acquire the percentage interest as contemplated herein) shall become null
and void and this Agreement shall terminate if:


 


(a)


USA
Rare Earth notifies Texas Mineral Resources in writing at any time of its intention not to exercise the Option;


 


(b)


USA
Rare Earth fails to make the payments to Texas Mineral Resources described in Section 3.02 hereof as scheduled (unless as otherwise
agreed between the Parties); or


 


(c)


USA
Rare Earth fails to expend all of the Expenditures described in Section 3.03 hereof as scheduled (unless as otherwise agreed between
the Parties) and shall have failed within thirty (30) days after the end of the period in which such Expenditures must be incurred
in order to maintain the Option in force and effect either to:


 


		(i)	pay
                                         the amount of such deficiency to Texas Mineral Resources; or



 


		(ii)	commit
                                         to Texas Mineral Resources to be legally bound to incur Expenditures in the amount of
                                         the deficiency within thirty (30) days after the end of such period and thereafter incur
                                         such Expenditures within such thirty (30) day period.



 


6.02       Termination.
On the termination of this Agreement in accordance with this Section 6.02:


 


(a)


the
mineral rights comprising the Concession shall be free of all Encumbrances created by or through USA Rare Earth;


 






    	 



    	 



    




 


(b)


all
plant, machinery, equipment and supplies owned by USA Rare Earth and brought and placed upon the property subject to the Concession
shall remain USA Rare Earth’s exclusive property and, if this Agreement terminates without USA Rare Earth exercising any
part of the Option, shall be removed by USA Rare Earth at any time or times within a period of one (1) month next following the
termination of this Agreement; provided that if USA Rare Earth has not removed all such plant, machinery, equipment or
supplies within the said one (l) month period, then such plant, machinery, equipment and supplies not so removed thereafter shall
at the option of Texas Mineral Resources (i) become the property of Texas Mineral Resources or, (ii) within a further one (1)
month be removed by Texas Mineral Resources at USA Rare Earth’s expense. All plant, machinery, equipment and supplies, until
it becomes Texas Mineral Resources’ property or is removed from the Concession, shall be the sole responsibility of USA
Rare Earth and Texas Mineral Resources shall have no liability with regard thereto;


 


(c)


USA
Rare Earth shall forthwith deliver to Texas Mineral Resources all data and factual and interpretative information generated by
USA Rare Earth through its exploration activities with respect to the Concession;


 


(d)


USA
Rare Earth shall forthwith assign to Texas Mineral Resources its interest in any mineral dispositions, mining leases and other
mineral interests lying within the Area of Interest and which then comprise part of the Concession, at no cost to Texas Mineral
Resources, subject to all Encumbrances, agreements, obligations, royalties, profit interests or other payments in the nature of
a rent or royalty, and other interests of whatsoever nature or kind which then exist other than those in favor of USA Rare Earth
or any Affiliate;


 


(e)


USA
Rare Earth shall be solely liable for all costs and expenses accrued by USA Rare Earth to third parties as a result of its activities
in connection with the Concession on and from the Effective Date, during the Option Period and up to the date of termination of
this Agreement;


 


(f)


USA
Rare Earth shall promptly as reasonably possible perform all remaining reclamation, rehabilitation and remediation work required
by law, including Environmental Law associated with its activities in connection with Concession on and from the Effective Date,
during the Option Period and up to the date of termination of this Agreement; and


 


(g)


The provisions of Articles 2, 6, 7 and 10 shall survive the termination of this Agreement.


 


Article
7


Confidentiality


 


7.01       Covenant.
All matters concerning the execution, contents and performance of the Agreement and the Concession shall be treated as and kept
confidential by the Parties and shall only be disclosed as provided in this Article 7.


 






    	 



    	 



    




 


7.02       Disclosure
to Satisfy Regulatory Requirements. If any Party or an Affiliate, by reason of any legal requirement or requirement of any
regulatory body having jurisdiction over a Party, must disclose any matter concerning the execution or content of this Agreement
or the Concession, then the affected Party shall, prior to making any disclosure, forward the text of the disclosure to the other
Party. The other Party shall be given the opportunity to make reasonable suggestions for changes therein. The disclosing Party
shall consider said suggestions and, to the extent practicable, advise the other Party prior to the disclosure if said suggestions
are not to be the incorporated into the disclosure.


 


7.03       Disclosure
to other Parties. Either Patty or an Affiliate may disclose confidential information to:


 


(a)


public
or private financing agencies or institutions;


 


(b)


consultants,
contractors or subcontractors which the Parties may engage; or


 


(c)


third
parties to which a Party contemplates the permitted transfer, assignment, sate, Encumbrance or other disposition of all or part
of its interest herein and in the Concession;


 


provided
that in any such case, only such confidential information as such recipient shall have a legitimate business need to know
shall be disclosed and further provided that the recipient shall first enter into a written agreement with the Party disclosing
the information to protect the confidentiality of such information.


 


7.04       Free
Utilization. Notwithstanding the generality of the foregoing, each Party shall be free to utilize information or knowledge
obtained pursuant to the Agreement in connection with the conduct by such Party for exploration or mining operations for its own
benefit and account or for the benefit and account of any partnership, joint venture or corporation of which it is a partner or
member.


 


Article
8


Area
of Interest


 


8.01       Area
of Interest. Subject to the provisions of this Agreement, both during the Option Period and subsequently, either Party
may buy surface or mineral acreage, purchase prospecting permits from the Texas General Land Office, or lease surface or
mineral acreage within the Area of Interest. The Party so purchasing or leasing such mineral or surface interest shall
deliver notice to the other Patty within thirty (30} days of such acquisition stating the its position, the reason for its
purchase or lease and the costs of the acquisition. The Party receiving such notice may add such acquisition to the
Concession by, within thirty (30) days of receipt of such notice, delivering to the other Party its own notice indicating
that such acquisition is to be added to the Concession, together with a certified check for the Party’s share of the
costs of its purchase or lease (which for the avoidance of doubt, shall be proportionate to that Party’s then interest
in the Concession). If a Party fails to deliver such notice and check to the other Party within such thirty (30) day period,
the acquisition which was the subject of the original notice under this Section 8.01 shall not form part of the Concession
and shall no longer be subject to this Agreement. Each acquisition so purchased or leased within the Area of Interest will be
independently subject to the right of the other Party to add to the Concession, even though more than one such acquisition
may be purchased or leased within the Area of Interest at the same time.


 






    	 



    	 



    




 


Article
9


Force
Majeure


 


9.01       Suspension
of obligations.


 


(a)


Notwithstanding
any other provision of this Agreement. a Party will not be liable for any failure to perform, or delay in the performance of its
obligations, under this Agreement if the failure or delay is caused, whether directly or indirectly, by a Force Majeure Event
for as long as the Force Majeure Event continues, and no liability or claim shall result on account of a. failure of that Party
to perform the obligations.


 


(b)


The
Party unable to perform its obligations (“Affected Party”) must:


 


		(i)	notify
                                         the other Party immediately of the Force Majeure Event, including describing the impact
                                         or anticipated impact of the Force Majeure Event on the Affected Party’s performance
                                         and its estimate of the likely duration of the Force Majeure Event;



 


		(ii)	use
                                         its reasonable endeavours to continue or resume its performance in accordance with this
                                         Agreement as soon as possible, including:



 


		(1)	using
                                         its reasonable endeavors to remedy or cause to be remedied any impact of the Force Majeure
                                         Event that is capable of remedy as quickly as possible; or



 


		(2)	making
                                         alternative arrangements with a third party or parties to enable it to fulfil its obligations,
                                         provided those alternative arrangements are satisfactory to the other Party and do not
                                         involve any additional cost to the other Party (unless the other Party agrees otherwise);
                                         and



 


		(3)	keep
                                         the other Party informed in relation to any change in its ability to continue or resume
                                         its performance.



 


(c)


An
Affected Party is not obliged to undertake uneconomic measures so as to overcome a Force Majeure Event.


 


9.02       Extended
Force Majeure: In the event that any Force Majeure Event cannot be removed, overcome or abated within 6 months (or such other
period as the Parties shall mutually agree) from the date the Parties affected first became so affected, a meeting of the Parties
will be convened for the purpose of considering the modification or termination of this Agreement.


 






    	 



    	 



    




 


Article
10


Indemnification


 


10.01       Indemnity.


 


(a)


USA
Rare Earth shall and does hereby indemnify and save Texas Mineral Resources harmless from and against all losses, liabilities,
claims, demands, damages, expenses, suits, injury or death in any way referrable to Mining Operations conducted by or on behalf
of USA Rare Earth during the Option Period; provided. that Texas Mineral Resources shall not be indemnified for any loss,
liability, claim, demand, damage, expense, suit, injury or death resulting from the gross negligence or willful misconduct of
Texas Mineral Resources or any of its


employees,
agents or contractors. for further clarity, the Parties intend that USA Rare Earth shall be responsible for all liabilities, known
or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of:


 


		(i)	the
                                         conduct of all Mining Operations; and



 


		(ii)	the
                                         environmental protection, clean-up, remediation, and reclamation in connection with the
                                         Concession including, but not limited to, the obligations and liabilities arising out
                                         of or related to:



 


		(1)	the
                                         disturbance or contamination of land, water (above or below surface) or the environment
                                         by exploration, mining, processing or waste disposal activities;



 


		(2)	any
                                         failure to comply with all past, current or future governmental or regulatory authorizations,
                                         licenses,



 


		(3)	permits,
                                         and orders and all non-governmental prohibitions, covenants, contracts and indemnities;



 


		(4)	any
                                         act or omission causing or resulting in the spill, discharge, leak, emission, ejection,
                                         escape, dumping or release of hazardous or toxic substances, materials, or wastes as
                                         defined in any federal, provincial, or local law or regulation in connection with or
                                         emanating from the Concession; and



 


		(5)	the
                                         long-term reclamation and remediation of the property subject to the Concession and the
                                         care and monitoring of the property subject to the Concession, and the posting and maintaining
                                         of bonds or other financial assurances required in connection therewith.



 






    	 



    	 



    

 


(b)


Each
Party shall indemnify and save harmless the other, as well as its officers, directors, employees, agents and shareholders, from
and against any and all claims, losses, liabilities, damages, fees, fines, penalties, interests, deficiencies, costs and expenses,
of any nature or kind whatsoever, arising by virtue or in respect of any breach of covenant contained herein or failure to comply
with any provision herein, or any inaccuracy, misstatement, misrepresentation or omission made by such party in connection with
any matter set out herein, and any and all actions, suits, proceedings, demands, claims, costs, legal and other expenses related
or incidental thereto.


 


(c)


Notwithstanding
any other provision of this Agreement and any termination of this Agreement, the indemnities provided herein shall remain in full
force and effect until all possible liabilities of the persons indemnified thereby are extinguished by the operation of law and
will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person.


 


Article
11


General
Provisions


 


11.01       Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts of law.


 


11.02       Dispute
Resolution. The Parties hereby irrevocably and unconditionally (a) submit to the jurisdiction of the federal and state
courts located within the geographical boundaries of the United States District Court for the Southern District of New York
for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to
commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state
courts located within the geographical boundaries of the United States District Court for the Southern District of New York,
and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution., that the suit, action or proceeding is brought in an inconvenient forum,
that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be
enforced in or by such court.


 


11.03       Entire
Agreement. This Agreement supersedes all other prior oral or written agreements between the Parties, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the Exhibits and the instruments
referenced herein and therein contain the entire understanding of the Parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, no Party makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the
Parties, No provision hereof may be waived other than by an instrument in writing signed by the Party against whom enforcement
is sought.


 






    	 



    	 



    




 


11.04       Notices.


 


(a)


Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
Party}; or (iii) one (l) Business Day after deposit with an overnight courier service, in each case properly addressed to the
Party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If
to the Texas Mineral Resources:


 


Texas
Mineral Resources Corp.


516
South Spring Avenue


Tyler,
Texas 75702


Attention:
Dan Gorski


Tel:
+1 915 539-5494


Email:
bluemtn@sbcglobal.net


 


with
a copy to:


 


Thomas
C. Pritchard


Brewer & Pritchard PC


800
Bering Dr. Suite 20 I


Houston,
Texas 77057


713-809-2911


pritchard@bplaw.com


 


 


If
to USA Rare Earth:


 


85
Broad Street, I 6th Floor


New
York, NY 10004 USA


Attention:
Pini Althaus


Tel:
212-739-0468


Email:
pini@usarareearth.com


 


with
a copy to:


 


Barnes & Thornburg LLP


2121
North Pearl Street, Suite 700


Dallas,
Texas 75201


Attention:
John Willding


Tel:
214-258-41 39


Email:
john.willding@btlaw.com


 






    	 



    	 



    




 


or
to such other address and/or email address and/or to the attention of such other Person as the recipient Party has specified by
written notice given to each other Party five (5) days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of
such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


11.05       No
Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


11.06       Further
Assurances. The Parties hereto shall from time to time at the request of any of the other Parties hereto and without further
consideration, execute and deliver all such other additional assignments, transfers, instruments, notices, releases and other
documents and shall do all such other acts and things as may be necessary or desirable to assure more fully the consummation of
the transactions contemplated hereby.


 


11.07       Counterparts.
This Agreement may be executed by facsimile and in as many counterparts as are necessary md shall be binding on each Party when
each Party hereto has signed and delivered one such counterpart. When a counterpart of this Agreement has been executed by each
Patty, all counterparts together shall constitute one agreement.


 


11.08       No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and no rules of strict construction will he applied against any Party.


 


11.09       Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction


 


11.10       Descriptive
Headings. Descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions hereof.





 




    	 



    	 



    

 


IN
WITNESS WHEREOF the Parties have duly executed this Agreement as of the 23rd day of August, 2019.


 


 


	 	TEXAS
MINERAL RESOURCES CORP.
	 	 
	 	 
	 	By:	/s/Daniel E. Gorski
	 	Name:	Daniel E. Gorski
	 	Title:	CEO






 


 


	 	USA RARE EARTH, LLC
	 	 
	 	 
	 	By:	/s/Pini Althaus
	 	Name:	Pini Althaus
	 	Title:	Chief Executive Officer