YELLOWCAKE MINING INC. & STRATHMORE MINERALS CORP.
JUNIPER RIDGE PROJECT - OPTION AND JOINT VENTURE AGREEMENT
I N D E X
Item
Heading
Page
1.
INTERPRETATION
1
2.
REPRESENTATIONS, WARRANTIES AND COVENANTS
6
3.
OPTION
7
4.
EXPENDITURE COMMITMENTS
7
5.
TERMINATION OF OPTION
8
6.
TERMINATION PRIOR TO OPERATIVE DATE
9
7.
OBLIGATIONS OF THE OPTIONOR DURING OPTION PERIOD
9
8.
FORMATION OF THE JOINT VENTURE
10
9.
ROYALTY
11
10.
MANAGEMENT COMMITTEE
11
11.
APPOINTMENT OF OPERATOR
13
12.
RIGHTS, DUTIES AND STATUS OF OPERATOR
14
13.
EXPLORATION PROGRAMS
15
14.
FEASIBILITY REPORT
17
15.
ELECTION TO PARTICIPATE AND CONTRIBUTIONS TO CONSTRUCTION COSTS
17
16.
CONSTRUCTION PERIOD
19
17.
OPERATOR'S FEE
22
18.
FINANCING OF MINE COSTS
22
19.
OPERATION OF THE MINE
22
20.
DISTRIBUTION IN KIND
24
- ii -
21.
SURRENDER OF INTEREST
25
22.
TERMINATION OF MINING OPERATIONS
26
23.
THE PROPERTY
27
24.
AREA OF COMMON INTEREST
27
25.
ACCESS TO CONOCO FILES
28
26.
INFORMATION AND DATA
29
27.
LIABILITY OF THE OPERATOR
29
28.
INSURANCE
30
29.
RELATIONSHIP OF PARTIES
30
30.
PARTITION
30
31.
TAXATION
31
32.
FORCE MAJEURE
31
33.
NOTICE
31
34.
WAIVER
32
35.
AMENDMENTS
32
36.
TERM
32
37.
TIME OF ESSENCE
32
38.
ASSIGNMENT - RIGHT OF FIRST REFUSAL
32
39.
SUCCESSORS AND ASSIGNS
33
40.
GOVERNING LAW
33
APPENDIX I
Description of Property
APPENDIX I
Description of Property
APPENDIX II
Royalty
APPENDIX III
Accounting Procedure
THIS AGREEMENT made the 14th day of March, 2007,
BETWEEN:
Strathmore Minerals Corp., a British Columbia company, with an address at 700 -
1620 Dickenson Avenue, Kelowna, BC V1Y 9Y2
(hereinafter referred to as "OPTIONOR")
AND:
Yellowcake Mining Inc., a Nevada corporation, with an address at 200 - 8275
South Eastern Avenue, Las Vegas, NV 89123
(hereinafter referred to as "OPTIONEE")
RECITALS:
A.
The Optionor is the owner of an undivided 100%
interest in the unpatented mining claims and mining leases collectively known as
the Juniper Ridge Project, situated in Carbon County, Wyoming, as more
particularly described in Appendix I (the "Property");
B.
by a Letter of Intent dated January 29, 2007 (the
"LOI"), the Optionor agreed to grant an exclusive option to the Optionee to
acquire an undivided 80% interest in the Property, upon the terms set out
herein; and
C.
the LOI contemplated that the Parties would enter
into this Agreement to replace and encompass the terms of the LOI.
In consideration of the mutual covenants and agreements herein contained and the
sum of One Dollar ($1.00) paid by the Optionee to the Optionor (the receipt of
which is hereby acknowledged), the Parties hereto agree as follows:
1.
INTERPRETATION
1.1
In this Agreement the following words, phrases and expressions will have the
following meanings:
(a)
"Accounting Procedure" means the procedure attached to this Agreement as
Appendix III.
(b)
"Affiliate" will have the meaning attributed to it in the Canada Business
Corporations Act, as amended.
(c)
"Assets" means all tangible and intangible goods, chattels, improvements or