EXECUTION VERSION
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (this “First Amendment”) is dated November 5, 2014, by and amongRIO GRANDE RESOURCES CORPORATION, a Delaware corporation (“RGR”),URANIUM RESOURCES, INC., a Delaware corporation (“URI”), andURANCO INC., a Delaware corporation (“Uranco”). URI and Uranco are sometimes referred to herein individually as a “URI Party” and collectively as the “URI Parties.” RGR, URI, and Uranco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this First Amendment shall have the same meanings prescribed to such terms in the Agreement (as defined below).
Recitals
A.
The Parties have entered into that certain Asset Exchange Agreement dated as of September 5, 2014 (the “Agreement”), pursuant to which, among other things, RGR has agreed to grant, assign, transfer and convey the Texas Assets to Uranco, and Uranco has agreed to grant, assign, transfer and convey the New Mexico Assets to RGR.
B.
The Parties desire to supplement and amend certain terms of the Agreement, as set forth in this First Amendment.
C.
Pursuant to Section 13.8 of the Agreement, the Agreement may be amended or modified only by an agreement in writing executed by all Parties, their respective successors or permitted assigns and expressly identified as an amendment or modification thereto.
Agreement
NOW, THEREFORE, in consideration of the above recitals and of the covenants and agreements herein contained, the Parties hereby agree as follows:
1.
Amendments to the Agreement. The Parties agree to amend the Agreement as follows, effective for all purposes as of September 5, 2014:
(a)
Section 9.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Time and Place of Closing. Consummation of the Exchange contemplated by this Agreement (the “Closing”), shall, unless otherwise agreed to in writing by the URI Parties and RGR, take place at RGR’s legal counsel’s offices in San Antonio, Texas on November 6, 2014 (the “Closing Date”).”
First Amendment to Asset Exchange Agreement
Page 1
EXECUTION VERSION
(b)
Schedule 2.2(a) of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(a) attached hereto asExhibit A, which is incorporated herein by reference for all purposes.
(c)
Schedule 6.7 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 6.7 attached hereto asExhibit B, which is incorporated herein by reference for all purposes.
2.
Effect of this First Amendment on Other Provisions of the Agreement. Any and all provisions in the Agreement requiring notice to be delivered by a Party or Parties to another Party or other Parties on or before or within a certain number of Business Days prior to or after the Closing Date, as the case may be, shall be interpreted based on the Closing Date set forth above.
3.
Entire Agreement. The Parties agree that this First Amendment complies with Section 13.8 of the Agreement and amends the Agreement effective as of September 5, 2014. This First Amendment may be supplemented, altered, amended, modified, or revoked only in accordance with Section 13.8 of the Agreement.
4.
Effect of Amendment. Except as specifically provided in this First Amendment, the terms and conditions of the Agreement continue to govern the rights and obligations of the Parties, and all terms and conditions of the Agreement, as amended by this First Amendment, remain in full force and effect. If there is any conflict or inconsistency between this First Amendment and the Agreement, then this First Amendment shall control and modify the Agreement.
5.
Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this First Amendment in the presence of the other Parties. No Party shall be bound by the terms and provisions of this First Amendment until such time as all of the Parties have executed counterparts of this First Amendment.
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First Amendment to Asset Exchange Agreement
Page 2
IN WITNESS WHEREOF, each Party has caused this First Amendment to be duly executed by its authorized representative as of the date first set forth above, to be effective for all purposes as of September 5, 2014.
RGR:
RIO GRANDE RESOURCES CORPORATION,
a Delaware corporation
By:
/s/Amory E. Quinn
Name:
Amory E. Quinn
Title:
President
URI:
URANIUM RESOURCES, INC.,
a Delaware corporation
By:
/s/ Christopher M. Jones
Name:
Christopher M. Jones
Title:
President and Chief Executive Officer
URANCO:
URANCO INC.,
a Delaware corporation
By:
/s/ Christopher M. Jones
Name: Christopher M. Jones
Title:
President and Chief Executive Officer
First Amendment to Asset Exchange Agreement
Signature Page
EXHIBIT A
ATTACHED TO AND MADE A PART OF THAT CERTAIN
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 5, 2014, BY AND AMONG RIO GRANDE RESOURCES CORPORATION, URANIUM RESOURCES, INC., AND URANCO INC.
Schedule 2.2(a)
Texas Leases
| | | | | | | | |
Lease No. | Lessor(s) | Lessee | Date | Volume | Page | County | Gross Acreage | Net Acreage |
1 | Holda Chapa Garcia | Rio Grande Resources Corporation | August 17, 2007 | 279 | 559 | Brooks | 2,161 | 432.20 |
2 | Ismael Abraham Garcia | Rio Grande Resources Corporation | July 24, 2007 | 279 | 562 | Brooks | 2,161 | 432.20 |
3 | Maricela C. Lopez | Rio Grande Resources Corporation | July 24, 2007 | 279 | 565 | Brooks | 2,161 | 432.20 |
4 | Rosie G. Esparza; Onofre Gonzalez, Jr.; Esparci M. Reyes; and Virginia L. Trevino | Rio Grande Resources Corporation | May 30, 2008 | 289 | 455 | Brooks | 2,161 | 216.10 |
5 | Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property | Rio Grande Resources Corporation | June 30, 2008 | 290 | 367 | Brooks | 80 | 60.0000 |
6 | Pablo Gonzalez and Victor Gonzalez | Rio Grande Resources Corporation | July 1, 2008 | 291 | 125 | Brooks | 80 | 20.00 |
7 | Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property | Rio Grande Resources Corporation | June 30, 2008 | 290 | 364 | Brooks | 240 | 180.00 |
8 | Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property | Rio Grande Resources Corporation | June 30, 2008 | 290 | 361 | Brooks | 120 | 105.00 |
9 2 | Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property | Rio Grande Resources Corporation | June 30, 2008 | 290 | 370 | Brooks | 220 | 88.00 |
10 | Esparci M. Reyes; Rosie G. Esparza; Onofre J. Gonzalez, Jr.; and Virginia L. Trevino | Rio Grande Resources Corporation | September 15, 2008 | 292 | 779 | Brooks | 220 | 88.00 |
11 | Holda Chapa Garcia | Rio Grande Resources Corporation | November 21, 2008 | 294 | 732 | Brooks | 220 | 44.00 |
12 | Palo Blanco Ltd., a Texas limited partnership | Rio Grande Resources Corporation | December 15, 2008 | 295 | 304 | Brooks | 95.0 | 95.0 |
13 | Byron Michael Burris and wife, Lucy W. Burris | Rio Grande Resources Corporation | October 3, 2007 | 864 | 462 | Karnes | 463.83 | 463.83 |
14 | Johnny C. Fischer and wife, Sally Kotara Fischer | Rio Grande Resources Corporation | October 5, 2007 | 868 | 445 | Karnes | 114.6 | 114.6 |
15 | Chris W. Lake | Rio Grande Resources Corporation | August 7, 2007 | 862 | 351 | Karnes | 171.8258 | 171.8258 |
16 | Dalton Moczygemba, et ux. Georgia Moczygemba | Rio Grande Resources Corporation | July 31, 2007 | 862 | 354 | Karnes | 84.188 | 84.188 |
17 | Regency FS, LP | Rio Grande Resources Corporation | August 30, 2007 | 863 | 171 | Karnes | 106.27 | 106.27 |
18 | Billy C Whitfield and wife, Carolyn Whitfield, Trustees of the Whitfield Family Trust | Rio Grande Resources Corporation | October 22, 2007 | 864 | 794 | Karnes | 79.582 | 19.8955 |
19 | David C. Zunker and wife, Margie Zunker | Rio Grande Resources Corporation | August 7, 2007 | 862 | 360 | Karnes | 201.38 | 201.38 |
20 | Vincent L. Swierc, Jr. | Rio Grande Resources Corporation | June 26, 2008 | 879 | 379 | Karnes | 101.69 | 100.69 |
21 | Monette Littlepage; Deborah McBride; Rodney Lewis Collins; Leslie Harris Collins, Jr.; Connie Collins Lanier; Bianca Butler; and Joseph Newton Orr; each party dealing with their sole and separate property | Rio Grande Resources Corporation
| December 10, 2007 | 870 | 748 | Karnes | 1,049.76 | 1049.76 |
22 | Eugene F. Dragon, and wife Susan K. Dragon | Rio Grande Resources Corporation | July 31, 2007 | 862 | 346 | Karnes | 138.36 | 138.36 |
23 | Edwin William Steinmann a/k/a Edwin W. Steinmann; Doris Steinmann Reeves; Leonard Ray Steinmann a/k/a L. Ray Steinmann; and Hubert Ray Steinmann each dealing in their separate property | Rio Grande Resources Corporation | March 21, 2007 | 862 | 357 | Karnes | 404.7 | 404.7 |
24 | Connard Barker | Rio Grande Resources Corporation | June 15, 2007 | 96 | 389 | Bee
Live Oak | 312.77 | 78.1925 |
25 | Steven Dale Novak, and wife, Shawn Novak | Rio Grande Resources Corporation | June 15, 2007 | 96 | 403 | Bee | 312.77 | 234.5775 |
| Todd Schendel and wife, Bonnie Schendel | | | 96 | 406 | Live Oak | | |
| Jo Ann Stewart | | | 96 | 409 | | | |
26 | Rosalie Dziuk | Rio Grande Resources Corporation | June 28, 2007 | 862 | 349 | Karnes | 140.24 | 140.24 |
27 | Redcrest Trust c/o JP Morgan Chase | Rio Grande Resources Corporation | October 9, 2006 | 866 | 95 | Karnes | 140 | 140 |
28 | Barbara Klauer, Attorney-in-Fact for Genevieve Casseb Cattan | Rio Grande Resources Corporation | August 31, 2007 | 457 | 641 | Duval | 276.98 | 138.49 |
29 | Elma P. Marsh | Rio Grande Resources Corporation | August 31, 2007 | 457 | 644 | Duval | 611.3 | 203.7667 |
30 | Josie Angel Sellers Trust, Josie Angel Sellers, Trustee | Rio Grande Resources Corporation | August 31, 2007 | 457 | 647 | Duval | 611.3 | 50.9417 |
31 | Barbara Donna Villarreal Trust, by Barbara Donna Villarreal, Trustee | Rio Grande Resources Corporation | August 31, 2007 | 458 | 777 | Duval | 611.3 | 50.9417 |
32 | W. W. H. M. & H., INC. | Rio Grande Resources Corporation | October 15, 2007 | 460 | 59 | Duval | 702.71 | 351.3550 |
33 | W. W. H. M. & H., INC. | Rio Grande Resources Corporation | October 15, 2007 | 460 | 57 | Duval | 148 | 74 |
34 | W. W. H. M. & H., INC. | Rio Grande Resources Corporation | October 15, 2007 | 460 | 61 | Duval | 106.82 | 26.705 |
35 | Amado N. Ramirez, a married man dealing in his sole and separate property | Rio Grande Resources Corporation | June 20, 2008 | 478 | 824 | Duval | 106.82 | 8.8981 |
36 | Norma A. Lawrence; Mary Alice Eskridge; Carlos Benavides; and Louis Rene Benavides | Rio Grande Resources Corporation | July 2, 2008 | 479 | 559 | Duval | 106.82 | 8.8981 |
37 | Debra T. Burch, Attorney-in-Fact for Evelina G. Tobin | Rio Grande Resources Corporation | July 14, 2008 | 483 | 183 | Duval | 106.82 | 8.8981 |
38 | Elva G. Villarreal Moser | Rio Grande Resources Corporation | July 24, 2008 | 481 | 279 | Duval | 106.82 | 8.8981 |
39 | W. W. H. M. & H., INC. | Rio Grande Resources Corporation | October 15, 2007 | 460 | 63 | Duval | 106.81 | 5.341 |
40 | Lydia Yzaguirre Almaraz; Israel Yzaguirre; Kevin B. Yzaguirre; Noe C. Yzaguirre; and Paul D. Yzaguirre, each party dealing in their sole and separate property; Israel Yzaguirre, Attorney-in-Fact for Beverly K. Pullin; and Paul D. Yzaguirre, Attorney-in-Fact for Eva Norma Yzaguirre Hayes | Rio Grande Resources Corporation | March 15, 2008 | 471 | 323 | Duval | 234.81 | 234.81 |
41 | Luis Felipe Garcia, Jr. | Rio Grande Resources Corporation | May 2, 2008 | 474 | 404 | Duval | 563.426 | 535.266 |
42 | Norma A. Lawrence; Mary Alice Eskridge; Carlos Benavides; and Louis Rene Benavides | Rio Grande Resources Corporation | July 2, 2008 | 479 | 563 | Duval | 123.93 | 123.93 |
43 | R. Michael Casseb, Paul Casseb, Jr. and Carol Ann Anderson, Independent Executors of the Estate of Paul E. Casseb | Rio Grande Resources Corporation | November 8, 2007 | 462 | 661 | Duval | 144.91 | 57.964 |
44 | W. W. H. M. & H., INC. | Rio Grande Resources Corporation | October 15, 2007 | 460 | 55 | Duval | 144.91 | 43.4730 |
45 | Hector David Cavazos | Rio Grande Resources Corporation | October 25, 2007 | 467 | 164 | Duval | 80 | 80 |
46 | Oscar Cavazos, Jr. | Rio Grande Resources Corporation | November 6, 2007 | 461 | 767 | Duval | 81.69 | 81.69 |
47 | Aida N. Rodriguez | Rio Grande Resources Corporation | November 1, 2007 | 461 | 357 | Duval | 81.69 | 81.69 |
First Amendment to Asset Exchange Agreement
Exhibit A
EXHIBIT B
ATTACHED TO AND MADE A PART OF THAT CERTAIN
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 5, 2014, BY AND AMONG RIO GRANDE RESOURCES CORPORATION, URANIUM RESOURCES, INC., AND URANCO INC.
Schedule 6.7
Consents and Preferential Purchase Rights
| | | | |
| | | RIO GRANDE RESOURCES CORPORATION Consents to Assign | |
Lease No. | County | Gross Acres | Lessor(s) Required to Execute Consent Letters | Address |
TX-047-01-000010-004 | Brooks | 2161 | Esparci M. Reyes | 13834 Brook Hollow |
| | | | San Antonio, TX 78232 |
TX-047-01-000010-005 | Brooks | | Rosie G. Esparza | 3023 Tawny Oak |
| | | | San Antonio, TX 78230 |
TX-047-01-000010-006 | Brooks | | Onofre J. Gonzalez, Jr. | 4302 Wood Valley |
| | | | Houston, TX 77096 |
TX-047-01-000010-007 | Brooks | | A. J. Trevino, Independent Executor of the | 8580 Woodway Drive #2119 |
| | | Estate of Virginia L. Trevino, Deceased | Houston, TX 77063 |
TX-047-18-000041-003 | Brooks | 220 | Esparci M. Reyes | 13834 Brook Hollow |
| | | | San Antonio, TX 78232 |
TX-047-18-000041-004 | Brooks | | Rosie G. Esparza | 3023 Tawny Oak |
| | | | San Antonio, TX 78230 |
TX-047-18-000041-005 | Brooks | | Onofre J. Gonzalez, Jr. | 4302 Wood Valley |
| | | | Houston, TX 77096 |
TX-047-18-000041-006 | Brooks | | A. J. Trevino, Independent Executor of the | 8580 Woodway Drive #2119 |
| | | Estate of Virginia L. Trevino, Deceased | Houston, TX 77063 |
TX-047-18-000044-000 | Brooks | 95 | Palo Blanco, Ltd., a Texas Limited Partnership c/o Laurence D. Miller, III | P.O. Box 49130 Austin, TX 78765-9130 |
TX-131-14-000032-001 | Duval | 144.91 |
R. Michael Casseb, Paul Casseb, Jr. and Carol Ann Anderson, Independent Executors of the Estate of Paul E. Casseb | 1475 Frost Bank Tower 100 West Houston Street San Antonio, TX 78205 |
First Amendment to Asset Exchange Agreement
Exhibit B
