NU-MEX URANIUM CORP. & STRATHMORE RESOURCES (US) LTD.
DALTON PASS 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
9
5.
TERMINATION OF OPTION
9
6.
TERMINATION PRIOR TO THE SECOND OPERATIVE DATE
10
7.
OBLIGATIONS OF THE OPTIONOR DURING OPTION PERIOD
10
8.
FORMATION OF THE JOINT VENTURE
11
9.
MANAGEMENT COMMITTEE
12
10.
APPOINTMENT OF OPERATOR
14
11.
RIGHTS, DUTIES AND STATUS OF OPERATOR
15
12.
APPROVAL OF PROGRAMS PRIOR TO THE SECOND OPERATIVE DATE
17
13.
APPROVAL OF PROGRAMS AFTER THE SECOND OPERATIVE DATE
18
14.
FEASIBILITY REPORT
18
15.
OPTIONOR'S RIGHT TO EARN BACK INTEREST
19
16.
ELECTION TO PARTICIPATE AND CONTRIBUTIONS TO REMAINING COSTS
19
17.
CONSTRUCTION PERIOD
22
18.
OPERATOR'S FEE
24
19.
FINANCING OF COSTS
25
20.
OPERATION OF THE MINE
25
21.
MILLING, MARKETING AND SALES
27
- ii -
22.
SURRENDER OF INTEREST
27
23.
TERMINATION OF MINING OPERATIONS
28
24.
AREA OF COMMON INTEREST
29
25.
INFORMATION AND DATA
30
26.
LIABILITY OF THE OPERATOR
31
27.
INSURANCE
31
28.
RELATIONSHIP OF PARTIES
32
29.
PARTITION
32
30.
TAXATION
32
31.
FORCE MAJEURE
32
32.
NOTICE
33
33.
WAIVER
33
34.
AMENDMENTS
33
35.
TERM
33
36.
TIME OF ESSENCE
33
37.
ASSIGNMENT RIGHT OF FIRST OFFER
34
38.
NON-MERGER
34
39.
ARBITRATION
34
40.
SUCCESSORS AND ASSIGNS
35
41.
COUNTERPARTS
35
42.
ELECTRONIC MEANS
35
43.
GOVERNING LAW
36
APPENDIX I
DESCRIPTION OF PROPERTY
APPENDIX II
ACCOUNTING PROCEDURE
APPENDIX III
AREA OF INTEREST
THIS AGREEMENT dated the 5th day of October, 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 between the Church Rock and Crownpoint uranium
districts of the western Grants Mineral Belt in the State of New Mexico known as
the Dalton Pass Property;
B.
By a Letter of Intent dated July 16, 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.