NU-MEX URANIUM CORP. & STRATHMORE RESOURCES (US) LTD.
NOSE ROCK PROPERTY - 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.
CONFIRMATION OF RESOURCES
8
5.
TERMINATION OF OPTION
9
6.
TERMINATION PRIOR TO THE SECOND OPERATIVE DATE
9
7.
OBLIGATIONS OF THE OPTIONOR DURING OPTION PERIOD
10
8.
FORMATION OF THE JOINT VENTURE
11
9.
MANAGEMENT COMMITTEE
11
10.
APPOINTMENT OF OPERATOR
13
11.
RIGHTS, DUTIES AND STATUS OF OPERATOR
14
12.
APPROVAL OF PROGRAMS PRIOR TO THE SECOND OPERATIVE DATE
16
13.
APPROVAL OF PROGRAMS AFTER THE SECOND OPERATIVE DATE
17
14.
FEASIBILITY REPORT
17
15.
OPTIONOR'S RIGHT TO EARN BACK INTEREST
18
16.
ELECTION TO PARTICIPATE AND CONTRIBUTIONS TO REMAINING COSTS
19
17.
CONSTRUCTION PERIOD
21
18.
OPERATOR'S FEE
24
19.
FINANCING OF COSTS
24
20.
OPERATION OF THE MINE
24
21.
MILLING, MARKETING AND SALES
26
22.
SURRENDER OF INTEREST
27
- ii -
23.
TERMINATION OF MINING OPERATIONS
28
24.
AREA OF COMMON INTEREST
29
25.
INFORMATION AND DATA
29
26.
LIABILITY OF THE OPERATOR
30
27.
INSURANCE
31
28.
RELATIONSHIP OF PARTIES
31
29.
PARTITION
31
30.
TAXATION
32
31.
FORCE MAJEURE
32
32.
NOTICE
32
33.
WAIVER
33
34.
AMENDMENTS
33
35.
TERM
33
36.
TIME OF ESSENCE
33
37.
ASSIGNMENT RIGHT OF FIRST OFFER
33
38.
NON-MERGER
34
39.
ARBITRATION
34
40.
SUCCESSORS AND ASSIGNS
34
41.
COUNTERPARTS
34
42.
ELECTRONIC MEANS
34
43.
GOVERNING LAW
36
APPENDIX I
DESCRIPTION OF PROPERTY
APPENDIX II
ACCOUNTING PROCEDURE
APPENDIX III
AREA OF INTEREST
THIS AGREEMENT dated the 14th day of September, 2007,
BETWEEN:
Strathmore Resources (US) Ltd., a Nevada corporation, with an address at 2420
Watt Court, Riverton, Wyoming 82501
(hereinafter referred to as "Optionor")
AND:
Nu-Mex Uranium Corp., a Nevada corporation, with an address at Suite 110 - 4801
Lang Avenue N.E., Albuquerque, New Mexico 87109
(hereinafter referred to as "Optionee")
RECITALS:
A.
The Optionor has the right to explore, develop and mine
certain property located to the northeast of Crownpoint within the Grants
Mineral Belt in the State of New Mexico known as the Nose Rock Property;
B.
By a Letter of Intent dated June 14, 2007 (the "LOI"), the
Optionor agreed to grant an exclusive option to the Optionee to acquire up to an
undivided 65% interest in the Property (as defined below), 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 Ten Dollars ($10.00) 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 II.
(b)
"Affiliate" means an