1
EXHIBIT 10.19
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION
AS URANCO INC. SHAREHOLDER WITH URANIUM RESOURCES, INC.
AND GUARANTEE OF URANIUM RESOURCES, INC.
This Agreement is made and entered into effective as of March 25, 1997
between Santa Fe Pacific Gold Corporation, a Delaware corporation ("SFPG"), and
Uranium Resources, Inc., a Delaware corporation ("URI").
RECITALS:
1. SFPG owns all of the issued and outstanding shares of capital
stock (the "Uranco Stock") of Uranco Inc., a Delaware corporation ("Uranco").
2. SFPG has heretofore conveyed by deed to Uranco certain mineral
interests as specifically set forth herein. This Agreement is the Agreement
referred to in those deeds as setting forth the exclusive remedies of the
grantee, its successors and assigns, related to the property covered by the
deeds.
3. SFPG has heretofore granted an exploration license to Uranco
Inc. which imposes certain obligations upon Uranco Inc.
4. Simultaneously herewith, Uranco has entered into a Stock
Exchange Agreement and Plan of Reorganization (the "Stock Exchange Agreement")
with URI pursuant to which SFPG is to exchange the Uranco Stock for 1,200,000
shares of the common stock, $.001 par value per share, of URI (hereinafter the
"URI Shares") (the "Exchange").
5. As a condition to the Exchange, URI is willing to guarantee
the obligations of Uranco under the exploration license provided SFPG agrees to
compensate it in the event that the title of Uranco to uranium in place in
certain properties, the uranium or mineral interests of which were obtained by
Uranco from SFPG, should fail.
6. The parties desire to enter into this Agreement to consummate
the Exchange and provide the guarantee by URI of Uranco's obligations under the
exploration license.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto agree as follows:
SECTION 1. SFPG TRANSFER OF URANCO STOCK AND INVESTMENT REPRESENTATION.
SFPG hereby conveys, transfers and assigns all its right, title and
interest in and to the Uranco Stock to URI in consideration of the issuance by
URI of the URI Shares, receipt of which is hereby acknowledged by SFPG, in
accordance with the terms and conditions set forth in the Stock Exchange
Agreement and Plan of Reorganization dated contemporaneously herewith
2
by and between Uranco and URI. SFPG has the knowledge and experience in
business and financial matters to meaningfully evaluate the merits and risks of
the purchase and acquisition of the URI Shares in exchange and consideration
for the Uranco Stock as contemplated hereby. SFPG acknowledges that the URI
Shares have been issued by URI without registration or qualification or other
filings being made under the Federal Securities Act of 1933, as amended, or the
securities or "Blue Sky" laws of any state, in reliance upon specific
exemptions therefrom, and in furtherance thereof SFPG represents that the URI
Shares received by it have been taken for its own account for investment, with
no present intention of a distribution or disposition thereof to others. SFPG
agrees that the certificates representing the URI Shares issued to it shall be
subject to a stop-transfer order and shall bear a restrictive legend, in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, IS NOT REQUIRED TO BE
REGISTERED UNDER THE ACT.
SECTION 2. URI GUARANTEE OF EXPLORATION LICENSE OBLIGATIONS.
URI guarantees the performance by Uranco of its obligations under the
License to Explore and Option to Purchase granted as of March 21, 1997 from
SFPG (the "License").
-2-
3
SECTION 3. [ * ]
- -------------------
* Confidential portion consisting of 2 2/3 pages has been omitted and
filed separately with the Securities and Exchange Commission pursuant
to a request for confidential treatment.
-3-
4
SECTION 4. SFPG REPRESENTATIONS AND WARRANTIES.
SFPG represents and warrants to URI that:
(a) SFPG has heretofore conveyed to Uranco (i) all of the interest
reserved by Santa Fe Pacific Railroad Company in the instruments set forth in
the Deeds attached hereto at Schedule 3 but excluding coal in place, including
development or mineral rights related thereto (the "Mineral Interests") and
further excluding the interests described as excluded in the Deeds but subject
to the grants and interests stated in the Deeds; and (ii) title to all
geological, geophysical and geochemical data and interpretive data, (except
data relating to coal, including the development or mining of coal) (the
"Technical Data") relating to the Mineral Interests being conveyed by the
Deeds; and has delivered to Uranco all Technical Data presently known by Senior
Management of SFPG to be in its possession and will deliver copies of all
geological, geophysical and geochemical data and interpretive data for the
property included in the License within a reasonable time after a written
request from Uranco and/or URI.
(b) The Board of Directors of SFPG has approved the transactions
set forth in this Agreement and SFPG has the requisite power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery by SFPG of this Agreement, the performance by SFPG of
its obligations hereunder and the consummation by SFPG of the transactions
contemplated hereby have, to the extent necessary, been duly authorized by the
appropriate corporate action, and no other proceeding on the part of SFPG is
necessary for the execution and delivery thereof and the performance of its
obligations hereunder. This Agreement is a legal, valid and binding obligation
of SFPG, enforceable in accordance with its terms except to the extent
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
(c) All consents and approvals required for SFPG to enter into
this agreement and to carry out the transaction as set forth herein have been
obtained. Neither the execution, delivery or performance of this Agreement by
SFPG nor the consummation by SFPG of the transactions contemplated hereby will
(i) conflict with or result in any breach of any provisions of the Articles of
Incorporation or By-laws of SFPG or any of its Subsidiaries, (ii) require any
filing with, or permit, authorization, consent or approval of, any court,
arbitral tribunal, administrative agency or commission; (iii) require the
consent or approval of any person; (iv) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, amendment, cancellation or acceleration)
-4-
5
under, or result in the creation of any lien or other encumbrance on any of the
Mineral Interests pursuant to, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, lease, license, contract, agreement or
other instrument or obligation to which SFPG is a party or by which SFPG or its
properties or assets may be bound; or (v) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to SFPG or by which any of its
property or assets is bound.
(d) Except as set forth in Schedule 4(d), there is no Proceeding
(as defined below) which has been served on SFPG or, to the Actual Knowledge of
Senior Management of SFPG, threatened against or involving SFPG involving the
Mineral Interests before any court, arbitrator or administrative or
governmental body. There are no Proceedings pending or, to the Actual
Knowledge of Senior Management of SFPG, threatened against SFPG arising out of
or in any way related to this Agreement or any of the transactions contemplated
hereby. As used in this Agreement, "Proceeding" means any action, suit,
hearing, arbitration or governmental investigation (whether public or private).
(e) Senior Management of SFPG has no Actual Knowledge of any
failure on the part of Uranco Inc. or its predecessors in title to the mineral
interests owned by Uranco Inc. to comply in all material respects with the laws
and regulations of federal, state or local governments applicable to such
mineral interests, including environmental laws.
As used in this section, "Senior Management" includes Chairman,
President and Chief Executive Officer Patrick M. James, Executive Vice
President and Chief Operating Officer Leroy E. Wilkes, Senior Vice President -
Corporate Development Bruce D. Hansen, Vice President - Environmental Quality
Tim J. Leftwich, and General Counsel and Secretary Wayne Jarke. As used in
this section, "Actual Knowledge" means any personal knowledge, as of the date
hereof, without making inquiry of any other person and without review of any
records of SFPG or otherwise; and
(f) The revenues generated by the Mineral Interests conveyed by
SFPG to Uranco on or before the date of this Agreement did not exceed
$5,000,000 over the three-year period preceding the date of this Agreement.
SECTION 5. URI REPRESENTATIONS AND WARRANTIES.
URI represents and warrants to SFPG that:
(a) The Board of Directors of URI has approved the transactions
set forth in this Agreement and URI has the requisite power and authority to
enter into this Agreement and to carry out its obligations hereunder;
(b) All consents and approvals required for URI to enter into this
agreement and to carry out the transaction as set forth herein have been
obtained;
-5-
6
(c) Its representations and warranties contained in Article 2,
Sections, 2. 1 through 2.9 of the Stock Exchange Agreement and Plan of
Reorganization dated effective as of March 25, 1997, by and between Uranco Inc.
and URI are true and correct;
(d) The URI Shares are fully paid and non-assessable and not
subject to preemptive rights;
SECTION 6. INDEMNIFICATION BY SFPG AND URI.
(a) SFPG agrees to indemnify and hold URI and Uranco harmless
against and in respect of (1) any and all damages resulting from any
misrepresentation, breach of any representation or warranty or nonfulfillment
of any agreement on the part of SFPG under this Agreement or from any
misrepresentations in or omission from any certificate furnished by SFPG
hereunder; and (2) any and all actions, suits, proceedings, demands,
assessments, judgments, costs and other expenses (including reasonable legal
fees) incident to the foregoing.
(b) URI agrees to indemnify and hold SFPG harmless against and in
respect of (1) any and all damages resulting from any misrepresentation, breach
of any representation or warranty or nonfulfillment of any agreement on the
part of URI under this Agreement or from any misrepresentations in or omission
from any certificate furnished by URI hereunder; and (2) any and all actions,
suits, proceedings, demands, assessments, judgments, costs and other expenses
(including reasonable legal fees) incident to the foregoing.
(c) Notice of any claims desired to be asserted by a party seeking
indemnification ("Indemnitee") against the other party ("Indemnitor") with
respect to any matter for which Indemnitee claims indemnification pursuant to
this Section 6 shall be served by Indemnitee upon the Indemnitor promptly. Any
such notice shall set forth in reasonable detail the basis for the claim
asserted. Within 20 days following its receipt of such notice, the Indemnitor
shall send written notice to the Indemnitee stating:
(1) Whether in its view the claim is one for which the
Indemnitee is entitled to indemnification (a "Covered Claim"), and
(2) If it acknowledges that the claim is a Covered Claim
whether they choose to dispute its validity by participating in any
defense of any action brought by a third party with respect to such
claim.
If the Indemnitor fails to furnish such notice within such 20-day
period, such failure shall constitute its agreement that the claim is a
"Covered Claim" and its election not to participate in the defense of any
action on the Claim.
If Indemnitor fails to furnish such notice or states in such
notification that the claim is not a Covered Claim or that it declines to
dispute the validity of said Claim, the Indemnitee may defend or settle the
claim without the participation of Indemnitor, reserving any rights it might
have with respect to indemnification. If Indemnitor acknowledges that the
claim
-6-
7
is a Covered Claim, then Indemnitor may participate, at its own cost and
expense, in any discussions and proceedings relating thereto, provided that it
has so notified the Indemnitee of its intention to do so in such notice. If
Indemnitor does participate in any discussions and proceedings, Indemnitor
shall pay its own costs and expenses in connection therewith.
Any settlement or compromise made by the Indemnitee in accordance with
this Section 5 without the participation of the Indemnitor or any final
judgment or decree entered in any claim, suit or action defended only by the
Indemnitee alone shall be deemed to have been consented to by, and shall be
obligatory and binding upon, the Indemnitor as fully as if the Indemnitor alone
had assumed the defense thereof and a final judgment or decree had been entered
in such suit or action, or with regard to such claim by a court of competent
jurisdiction for the amount of such settlement or compromise, satisfaction,
judgment or decree, subject only to the right of the Indemnitor to dispute that
any such claim is a Covered Claim if, but only if, the Indemnitor has served
the proper notice within the proper time asserting that the claim is not a
Covered Claim.
(d) To the extent, if at all, that a court of competent
jurisdiction determines that NMSA 1978, Section 56-7-2 (Repl. Pamp. 1996)
applies to any provision of this Agreement, then any and all provisions of
indemnification shall not indemnify any indemnitee against loss or damages,
for:
(1) death of bodily injury to persons; or
(2) injury to property; or
(3) any other loss, damage or expense arising under (i) or (ii) or
both; or
(4) any combination of these, arising from the sole or concurrent
negligence of the indemnitee or the agents or employees of the
indemnitee or any independent contractor who is directly responsible
to the indemnitee, or from any accident which occurs in operations
carried on at the direction or under the supervision of the indemnitee
or an employee or representative of the indemnitee or in accordance
with methods and means specified by the indemnitee or employees or
representations of the indemnitee.
(e) To the extent, if at all, that a court of competent
jurisdiction determines that NMSA 1978, Section 56-7-1 applies to the
indemnification set forth in this Agreement, the indemnification does not apply
to liability, claims, damages, losses or expenses, including attorney fees
arising out of:
(1) the preparation or approval of maps, drawings, opinions,
reports, surveys, change orders, designs or specifications by the
indemnitee, or the agents or employees of the indemnitee; or
-7-
8
(2) the giving of or failure to give directions or instructions by
the indemnitee, or the agents or employees of the indemnitee, where
such giving or failure to give directions or instructions is the
primary cause of bodily injury to persons or damage to property.
SECTION 7. COVENANTS OF URI.
URI for the two year period commencing on the date of the Exchange or
until SFPG disposes of all of the URI Shares acquired in the Exchange,
whichever is earlier, will cause Uranco to actively engage in the conduct of
the trade or business being conducted by Uranco on the date hereof and will not
cause or allow Uranco to take any action, or to fail to take any action, which
would, or could with the passage of time, adversely affect the qualification of
the Exchange under Section 368(a)(1)(B) of the Internal Revenue Code, including
but not limited to the following:
(a) Merge or consolidate Uranco with or into any other
corporation;
(b) Liquidate or partially liquidate Uranco;
(c) Cause Uranco to sell or transfer substantially all its assets
in a single transaction or series of related transactions;
(d) Cause Uranco to redeem or otherwise repurchase any of its
capital stock;
(e) Cause Uranco to issue additional shares of its stock (except
in connection with an issuance pursuant to employee benefit or compensation
plans of Uranco; or
(f) Cease to engage in the active conduct of the trade or business
engaged in by Uranco on the date hereof;
unless URI first obtains, and permits to SFPG to review, an opinion of Baker &
Hostetler LLP or other law firm of similar repute, or a ruling from the
Internal Revenue Service that such transaction will not adversely affect the
qualification of the Exchange under Section 368(a)(1)(B) of the Internal
Revenue Code.
The foregoing shall apply regardless of whether or not the Exchange
actually qualifies under Section 368(a)(1)(B) of the Internal Revenue Code.
SECTION 8. LEGAL OPINIONS.
The following legal opinions have been exchanged by the parties:
(a) URI has received the opinion of Modrall, Sperling, Roehl,
Harris & Sisk, P.A., counsel to SFPG, dated the Closing Date, substantially to
the effect that:
-8-
9
(i) SFPG is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Delaware;
(ii) SFPG has full corporate power and authority to
execute, deliver and perform this Agreement and this Agreement has
been duly authorized, executed and delivered by SFPG and (assuming due
and valid authorization, execution and delivery by URI) constitutes
the legal, valid and binding agreement of SFPG, enforceable in
accordance with its terms except to the extent enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by
the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).
(iii) The execution and performance by SFPG of this
Agreement will not violate the Certificate of Incorporation or By-Laws
of SFPG, respectively, and, to the knowledge of such counsel, will not
violate, result in a breach of or constitute a default under any
material lease, mortgage, contract, agreement, instrument, law, rule,
regulation, judgment, order or decree to which SFPG is a party or by
which they or any of their properties or assets may be bound.
(iv) After inquiry of the officers of SFPG, such counsel
has no knowledge of any consent, approval, authorization or order of
any court or governmental agency or body which has not been obtained
but which is required on behalf of SFPG for the consummation of the
transactions contemplated by this Agreement.
(v) After inquiry of the officers of SFPG, such counsel
has no knowledge of any actions, suits or proceedings, pending or
threatened against or affecting SFPG by any governmental entity which
seek to restrain, prohibit or invalidate the transactions contemplated
by this Agreement.
(b) SFPG has received the opinion of Baker & Hostetler LLP,
counsel to URI, dated the Closing Date, substantially to the effect that:
(i) The incorporation, existence and good standing of URI
are as stated in this Agreement.
(ii) URI has full corporate power and authority to
execute, deliver and perform this Agreement and the Stock Exchange
Agreement and this Agreement and the Stock Exchange Agreement have
been duly authorized, executed and delivered by URI and (assuming due
and valid authorization, execution and delivery by Uranco) constitute
the legal, valid and binding agreements of URI, enforceable in
accordance with their terms except to the extent enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent
-9-
10
transfer or other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights and by the effect of
general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
(iii) The execution and performance by URI of this
Agreement and the Stock Exchange Agreement will not violate the
Certificate of Incorporation or ByLaws of URI, respectively, and, to
the knowledge of such counsel, will not violate, result in a breach of
or constitute a default under any material lease, mortgage, contract,
agreement, instrument, law, rule, regulation, judgment, order or
decree to which URI is a party or by which it or any of its properties
or assets may be bound.
(iv) To the knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental agency
or body which has not been obtained is required on behalf of URI for
the consummation of the transactions contemplated by this Agreement or
the Stock Exchange Agreement.
(v) To the knowledge of such counsel, there are no
actions, suits or proceedings, pending or threatened against or
affecting URI by any governmental entity which seek to restrain,
prohibit or invalidate the transactions contemplated by this Agreement
or the Stock Exchange Agreement.
(vi) The Shares have been duly authorized and are validly
issued and outstanding and are fully paid and nonassessable.
(vii) The shares of URI Common Stock issued in the Exchange
have been listed on the Nasdaq National Market subject to official
notice of issuance.
SECTION 9. PUBLIC ANNOUNCEMENTS.
URI and SFPG will consult with each other before issuing any press
release or otherwise making any public statements with respect to this
Agreement or the transactions contemplated hereby and will not issue any such
press release or make any such public statement prior to such consultation.
Notwithstanding the foregoing, SFPG and URI shall not be prohibited from
issuing any press release or making any public statement with respect to this
Agreement or the transactions contemplated hereby as may be required under
applicable law, but in any such event, SFPG or URI, as the case may be, shall
notify the other party prior to taking such action.
SECTION 10. NASDAQ NATIONAL MARKET.
URI shall use its reasonable best efforts to list on the Nasdaq
National Market, upon official notice of issuance, the shares of URI Common
Stock to be issued to SFPG in connection with the Exchange.
-10-
11
SECTION 11. FEES AND EXPENSES.
All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
costs and expenses, except as otherwise specifically set forth in this
Agreement or in the Registration Rights Agreement.
SECTION 12. REASONABLE EFFORTS.
Upon the terms and subject to the conditions set forth in this
Agreement, each of the parties agrees to use all reasonable efforts after the
Closing, to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the Exchange and the other transactions
contemplated by this Agreement and the prompt satisfaction of the conditions
hereto, including (a) the obtaining of all necessary actions or non-actions,
waivers, consents and approvals from Governmental Entities and the making of
all necessary registrations and filings and the taking of all reasonable steps
as may be necessary to obtain an approval or waiver from, or to avoid an action
or proceeding by, any Governmental Entity, (b) the obtaining of all necessary
consents, approvals or waivers from third parties, and (c) the execution and
delivery of any additional instruments necessary to consummate the transactions
contemplated by this Agreement.
SECTION 13. NOTICES.
All notices and other communications hereunder shall be in writing and
shall be deemed given on the date of delivery, if delivered personally or faxed
during normal business hours of the recipient, or three days after deposit in
the U.S. Mail, postage prepaid, if mailed by registered or certified mail
(return receipt requested) as follows:
(a) if to SFPG, to:
Santa Fe Pacific Gold Corporation
6200 Uptown Blvd. NE
Albuquerque, New Mexico 87110
Attention: Wayne Jarke, General Counsel
Fax No.: (505) 880-5437
with a copy to:
Modrall Law Firm
500 Fourth Street NW, Suite 1000
Albuquerque, New Mexico 87102
Attention: John R. Cooney
Fax No.: (505) 848-1889
-11-
12
(b) If to URI, to:
Uranium Resources, Inc.
12750 Merit Drive, Suite 1020
Box 12
Dallas, Texas 75251
Attention: President
Fax No.: (214) 387-7779
with a copy to:
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
Attention: Alfred C. Chidester
Fax No.: (303) 861-7805
SFPG and URI may hereafter notify the other of changes in the information set
forth in this section, which changes shall be effective if given in compliance
with this section.
SECTION 14. ASSIGNABILITY AND PARTIES IN INTEREST.
This Agreement shall inure to the benefit of and be binding upon URI
and SFPG and their respective successors and assigns. The assigning party
shall give notice of such assignment within 20 days after the effective date of
assignment. Any assignment shall be of the entire Agreement.
SECTION 15. CHOICE OF LAW, CHOICE OF FORUM AND ATTORNEYS' FEES.
This Agreement shall be governed by and construed in accordance with
the internal law of the State of New Mexico without giving effect to conflicts
of law principles thereof. SFPG and URI agree that all litigation arising out
of or related to this Agreement for the performance or non-performance of
actions contemplated by this Agreement shall be brought in a federal or state
court of competent jurisdiction within the state of New Mexico. SFPG and URI
consent to jurisdiction of such a court. In any action or proceeding brought
to enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the prevailing party shall be entitled to
recover reasonable attorneys' fees in addition to any other available remedy.
SECTION 16. COUNTERPARTS.
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.
-12-
13
SECTION 17. COMPLETE AGREEMENT.
This agreement is entered into by the parties in connection with a
transaction involving the transfer of common stock of Uranco owned by SFPG to
URI in exchange for common stock of URI, the grant by URI to SFPG of
registration rights with respect to the stock of URI issued to SFPG, the grant
by SFPG to Uranco of a license to explore and an option to purchase in exchange
for certain commitments by Uranco, and the guarantee by URI of certain
obligations of Uranco to SFPG. In order to effect this transaction, certain of
the parties have contemporaneously entered into certain agreements,
specifically, the Stock Exchange Agreement and Plan of Reorganization (URI and
Uranco); this Agreement; the License to Explore and Option to Purchase (SFPG
and Uranco); and the Registration Rights Agreement (SFPG and URI). All of such
agreements, together with all exhibits or schedules thereto and documents
delivered pursuant thereto, contain the entire agreement among the parties with
respect to the contemplated transaction, and shall supersede all previous
writings and all previous or contemporaneous oral negotiations, commitments,
and understandings.
SECTION 18. CONFIDENTIALITY AGREEMENT.
The Parties have heretofore entered into a Confidentiality Agreement
dated August 26, 1996, which is incorporated herein by reference and which
shall continue to govern the conduct of the Parties.
SECTION 19. INTERPRETATION.
The headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
SECTION 20. SEVERABILITY.
Any provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction be ineffective
as to the extent of such invalidity, illegality or unenforceability, without
affecting in any way the remaining provisions hereof in such jurisdiction or
rendering that or any other provision of this Agreement invalid, illegal or
unenforceable in any other jurisdiction.
-13-
14
SANTA FE PACIFIC GOLD CORPORATION
Date: March 25, 1997 By: /s/ Bruce D. Hansen
----------------------------------
Name: Bruce D. Hansen
Title: Senior Vice-President-
Corporate Development
URANIUM RESOURCES, INC.
Date: March 25, 1997 By: /s/ Paul K. Willmott
----------------------------------
Name: Paul K. Willmott
Title: President
-14-
15
Schedule 3
3.1 Category I, McKinley County
3.2 Category I Claims, McKinley County
3.3 Category I, Sandoval County
3.4 Category II, McKinley County
3.5 Category II, Cibola County
3.6 Category II Royalty, Cibola County
3.7 Category II, Sandoval County
3.8 Category II, Bernalillo County
-15-
16
EXHIBIT 10.19
Schedule 4(d)
Navajo Nation land and jurisdictional claims: Since 1982, the Navajo
Nation has asserted title and jurisdictional claims over lands in the
checkerboard area in northwestern New Mexico outside the boundaries of the
recognized Navajo Reservation, including portions of McKinley County, where
some of the mineral interests subject to this Agreement are located. While the
federal courts have rejected claims to title to lands, see Navajo Tribe v. New
Mexico, 809 F.2d 1455 (10th Cir. 1987), the courts have acknowledged the
potential for the exercise of off-reservation civil jurisdiction over
non-Indians by the Navajo Nation. See Pittsburg & Midway Coal Mining Co. v.
Watchman, 52 F.3d 1531 (10th Cir. 1995); Texaco, Inc. v. Zah, 5 F.3d 1374 (10th
Cir. 1993).
In view of these assertions, there is the potential that the Navajo
Nation will assert title to, or jurisdiction over, the mineral interests
subject to this Agreement located in McKinley County, New Mexico. While title
claims were rejected, the decision was not on the merits, but was founded on
the fact that the United States was immune from suit, that the suit should have
been brought under the Indian Claims Commission Act of 1946, and the suit could
not proceed against the remaining defendants, including Santa Fe Mining, Inc. ,
because the United States was an indispensable party. Accordingly, the
decision could be read to have barred the claim or remedy, but not the
underlying rights to title to the lands. As reflected in Pittsburg & Midway,
the Navajo Nation aggressively asserts civil jurisdiction, including taxation
and regulatory authority, to off-reservation areas within the territorial
confines of the "Navajo Nation" as the Nation defines that term in 7 N.N.C.
Section 254. While Santa Fe Pacific Gold Corporation and Uranco Inc. have not
attempted to determine whether the mineral interests subject to this agreement
would fall within the area over which the Navajo Nation would assert title or
jurisdiction, neither company are presently aware of any Navajo Nation claim
that would include the mineral interests subject to this Agreement that are
located in Bernalillo, Cibola, or Sandoval Counties.
17
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category I
McKinley
STATE OF NEW MEXICO )
COUNTY OF McKINLEY )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard
N.E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS
to URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest reserved by Santa Fe
Pacific Railroad Company in the instruments described in Exhibit A hereto but
only so far as such reservations and exceptions pertain to and cover the real
estate in McKinley County, New Mexico more particularly described in Exhibit B
hereto, less and except the interests described in Exhibit C hereto and subject
to the grants and interests set forth in the instruments set forth in Exhibit D
hereto, all of which exhibits are incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor
and any remedies of the Grantee or its successors and assigns related to the
property covered by this Deed shall be limited to the remedies set forth in
that certain AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC.
SHAREHOLDER, AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997,
(a copy of which is maintained in the offices of Grantor and Grantee and
attorneys for Grantor, Modrall, Sperling, Roehl, Harris & Sisk, P.A., 500
Fourth St. N.W., Albuquerque, New Mexico 87102) and shall not include any other
rights, damages or claims than those specifically set forth therein. Any
rights asserted under the terms of such agreement must be brought within the
time period set forth in such agreement.
18
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING
DEVELOPMENT OR MINING RIGHTS. This conveyance does not and is not intended to
affect or purport to affect, in any way, coal in place, including development
or mining rights related to coal, in any of the property of Grantor or any of
its subsidiaries or affiliates including, but not limited to, the San Juan
Basin Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
WITNESS its hand and seal this 21 day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By:/s/ BRUCE D. HANSEN
------------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997, by Bruce
D. Hansen as Senior Vice President-Corporate Development of Santa Fe Pacific
Gold Corporation.
(Seal) /s/ JACQUELINE WALSTON
----------------------------------
Jacqueline Walston
Notary Public
My commission expires: January 28, 1998
-----------------
19
EXHIBIT A
CATEGORY I DEED, MCKINLEY COUNTY
Deeds Reserving Mineral Interests
Warranty Deed dated October 15, 1945 from Santa Fe Pacific Railroad
Company to Fernandez Company, recorded in Book 12 DR, Page 536, in the
official records of McKinley County, New Mexico.
Warranty Deed dated March 4, 1952 from Santa Fe Pacific Railroad
Company to Hazel W. Prewitt, recorded in Book 11 Misc., Page 370, in
the official records of McKinley County, New Mexico.
Warranty Deed dated May 15, 1945 from Santa Fe Pacific Railroad
Company to Harold F. Prewitt and Hazel W. Prewitt, recorded in Book 12
of Deeds, Page 482, in the official records of McKinley County, New
Mexico.
Warranty Deed dated April 16, 1951 from Santa Fe Pacific Railroad Company to
Nabor Marquez.
Warranty Deed dated February 6, 1947, from Santa Fe Pacific Railroad Company to
Nabor Marquez, recorded in Book 13 of Deeds, Page 165, in the official
records of McKinley County, New Mexico.
Warranty Deed dated January 16, 1948, from Santa Fe Pacific Railroad Company to
W. A. Berryhill, recorded in Book 13 of Deeds, Page 298, in the
official records of McKinley County, New Mexico.
Warranty Deed dated August 16, 1950, from Santa Fe Pacific Railroad Company to
Rose C. Eaves, recorded in Book 10 of W. D., Page 423, in the official
records of McKinley County, New Mexico.
Warranty Deed dated March 15, 1947, from Santa Fe Pacific Railroad Company to
Hazel W. Prewitt, an individual, and Hazel W. Prewitt, Guardian Estate
of Joan M. Prewitt, a minor, recorded in Book 13 of Deeds, Page 240, in
the official records of McKinley County, New Mexico.
Warranty Deed dated May 14, 1929, from Santa Fe Pacific Railroad Company to the
United States of America, In Trust for the Navajo Tribe, recorded in
Book 7 of Deeds, Page 243, in the official records of McKinley County,
New Mexico.
Warranty Deed dated November 1, 1948, from Santa Fe Pacific Railroad Company to
W. F. Pitt and Susie Bell Pitt, husband and wife, recorded in Book 9 of
W. D., Page 53, in the official records of McKinley County, New Mexico.
Warranty Deed dated December 1, 1944, from Santa Fe Pacific Railroad to Harold
P. Prewitt and Hazel W. Prewitt, recorded in Book 12 of Deeds, Page
440, in the official records of McKinley County, New Mexico.
20
EXHIBIT B
CATEGORY I DEED, MCKINLEY COUNTY
CONVEYANCE OF ALL MINERALS EXCEPT COAL TO URANCO
(Revised 03/10/97)
MERIDIAN: NMPM ACRES
Township 13 North, Range 8 West
-------------------------------
Section 13 Lots 1-4, W/2 NE/4, W/2 SE4, W/2 645.36
Section 15 All 640.00
Section 17 All 640.00
Township 13 North, Range 9 West
-------------------------------
Section 1 Lots 1-4, S/2 N/2, S/2 640.80
Section 3 Lots 1-4, S/2 N/2, S/2 640.24
Section 5 Lots 1-4, S/2 N/2, S/2 640.00
Section 7 Lots 1-4, E/2 W/2, E/2 648.08
Section 9 All, except that portion of E/2 and 379.92
East 360 ft. of E/2 W/2 described in
Quitclaim Deed to USA dated 3/3/87
Section 11 All 640.00
Section 13 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Township 13 North, Range 10 West
--------------------------------
Section 1 Lots 1-4, S/2 N/2, S/2 638.80
Section 3 Lots 1-4, S/2 N/2, S/2 638.16
Section 11 All 640.00
Section 13 All 640.00
B-1
21
Township 14 North, Range 10 West
--------------------------------
Section 1 All, except 29.98 ac. in Baca Rail Spur 610.66
Section 3 All 640.88
Section 5 All 640.40
Section 7 All 651.04
Section 9 All 640.00
Section 13 All 640.00
Section 15 All, except 4.484 ac. for gas pipeline 607.54
R/W and 27.973 ac. for Baca Rail Spur
Section 17 All 640.00
Section 21 All, except 33.09 ac. in Baca Rail Spur 606.91
Section 23 All 640.00
Section 25 All 640.00
Section 27 All 640.00
Section 29 All, except 32.24 ac. in Baca Rail Spur 607.76
Section 33 All 640.00
Section 35 All 640.00
Township 15 North, Range 10 West
--------------------------------
Section 5 All 641.92
Section 7 All 667.36
Section 9 All 640.00
Section 11 All, except 30.73 ac. in Baca Rail Spur 609.27
Section 15 All, except 27.85 ac. in Baca Rail Spur 612.15
Section 17 All 640.00
Section 19 All 665.04
Section 21 All 640.00
B-2
22
Section 27 All 640.00
Section 29 All 640.00
Township 16 North, Range 10 West
--------------------------------
Section 7 All 672.48
Section 19 All 669.80
Township 19 North, Range 11 West
--------------------------------
Section 10 All 640.00
Section 11 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Section 18 All 637.60
Section 19 All 638.44
Section 20 All 640.00
Section 29 N/2, SW/4, N/2 SE/4, SE/4 SE/4 600.00
Section 30 All 639.20
Section 31 All 638.36
Township 17 North, Range 14 West
--------------------------------
Section 13 Lots 1-4 7.32
Section 25 Lots 1-4 11.58
Township 16 North, Range 16 West
--------------------------------
Section 7 Lot 4, S/2 and NE/4 of Lot 3, NE/4, 481.14
SE/4, E/2 SW/4, NE/4 SE/4 NW/4, S/2
SE/4 NW/4
Section 7 Lots 1, 2, NW/4 of Lot 3, NE/4 NW/4, 114.78
NW/4 SE/4 NW/4
B-3
23
Section 9 N/2 NW/4, N/2 S/2 NW/4, S/2 SW/4 NW/4, 220.00
SW/4 SE/4 NW/4, N/2 NW/4 SW/4, SW/4
NW/4 SW/4, NW/4 NE/4 SW/4, N/2 NW/4
NE/4, SW/4 NW/4 NE/4
Section 9 SE/4, S/2 NE/4, NE/4 NE/4, SE/4 NW/4 420.00
NE/4, S/2 SW/4, E/2 NE/4 SW/4, SW/4 NE/4
SW/4, SE/4 NW/4 SW/4, SE/4 SE/4 NW/4
Section 17 S/2, N/2 NW,/4, SW/4 NW/4 440.00
Section 17 NE/4, SE/4 NW/4 200.00
Township 16 North, Range 17 West
--------------------------------
Section 13 All 640.00
---------
County Total 36,102.99
B-4
24
COMPANY: GOLD
STATE: NM
COUNTY: SANDOVAL
Township 12 North, Range 3 West
-------------------------------
Section 19 NW/4, SE/4 320.00
------
County Total 320.00
------
GRAND TOTAL: 36,422.99
=========
B-5
25
EXHIBIT C
CATEGORY I DEED, MCKINLEY COUNTY
Items Not Included in Grant
Any interest in or under the property in Section 1 and 15, T.14N., R.10W., as
described in the Special Warranty Deed dated November 23, 1983, between Betty
Lou Wilcoxson Harris and Phil Harris to SF Coal Corporation, recorded in Book
35 of Deeds, Page 590, in the official records of McKinley County, New Mexico.
Any interest in or under the property in Sections 21 and 29, T.14N., R.10W., as
described in the Special Warranty Deed dated November 9, 1983, between Leroy
Navarre and Billie Ione Navarre and SF Coal Corporation recorded in Book 35 of
Deeds, Page 585, in the official records of McKinley County, New Mexico.
Any interest in or under the property in Sections 11 and 15, T.15N., R.10W., as
described in the Quitclaim Deed dated November 23, 1983, between R. M. Albers
and Imogene Albers and SF Coal Corporation, recorded in Book 35, Page 598, in
the official records of McKinley County, New Mexico.
Any and all right, title and interest retained by Grantor in that certain
Surface Use Agreement by and between Santa Fe Pacific Railroad Company and R.M.
Albers, et al., dated June 3, 1980, a memorandum of which was recorded at Book
78, Page 252-253 of the official records of McKinley, County, New Mexico.
Any and all right, title and interest retained by Grantor in that certain
Agreement by and between Santa Fe Pacific Railroad Company and Fernandez
Company, Ltd., dated July 31, 1979, a memorandum of which was recorded at Book
76, Page 938 of the official records of McKinley County, New Mexico, which
agreement was partially released on April 2, 1982, which release is recorded at
Book 52, Pages 961 -962 of the official records of McKinley County New Mexico,
and which Agreement was amended on March 2, 1987, a memorandum of which was
recorded in Book 90 Misc., Pages 639-642 of the official records of McKinley
County, New Mexico.
26
EXHIBIT D
CATEGORY I, MCKINLEY COUNTY
Items to which Deed is Subject
Stipulation in the District Court of McKinley County, New Mexico, case entitled
Santa Fe Pacific Railroad Company, a corporation, Plaintiff v. Duane Berryhill
and Nelda Berryhill, his wife, et. al., No. 8287, filed for record on July 25,
1953 at 9:30 a.m., recorded in Vol. 93, Folio 225, Valencia County records.
Lease Option Agreement dated October 8, 1987, between Cerrillos Land Company
and Santa Fe Energy Company, as amended on July 1, 1988, and as amended on
December 1, 1989, a memorandum of which is recorded in Book 2, Page 1630, in
the official records of McKinley County, New Mexico.
Uranium Mining Lease and Agreement dated March 21, 1957, between Santa Fe
Pacific Railroad Company and Quinta Corporation, as it affects the NE/4 and
SE/4 NW/4 of Section 17, T.16N., R.16W., McKinley County, New Mexico.
Surface Owners Agreement dated February 17, 1959 between Santa Fe Pacific
Railroad Company and the Navajo Tribe of Indians recorded in Book 36, pages
25-29, in the official records of McKinley County, New Mexico.
Waiver of Mineral Development Rights for Taylor Substation Site and Access
Roadway dated November 13, 1973, from Santa Fe Pacific Railroad Company to
Plains Electric Company, recorded in Book 44, Page 932, in the official records
of McKinley County, New Mexico, covering two parcels of land in Lots 3 and 4,
Section 1, T.13N., R.10W.
Uranium Mining Lease dated December 4, 1980 from Santa Fe Pacific Railroad
Company to Teton Exploration Drilling Company covering NE/4 NW/4, Lots 1 and 2,
NW/4 SE/4 NW/4 and NW/4 of Lot 3 in Section 7,T.16N., R.16W. and all of Section
13, T.16N., R.17W., McKinley County, New Mexico.
Surface Owners Agreement by and between Santa Fe Pacific Railroad Company and
Fernandez Company, Ltd., dated July 31, 1979, a memorandum of which was
recorded at Book 76, Page 938 of the official records of McKinley County, New
Mexico, which agreement was partially released on April 2, 1982, which release
is recorded at Book 52, Pages 961-962 of the official records of McKinley
County New Mexico, and which Agreement was amended on March 2, 1987, a
memorandum of which was recorded in Book 90 Misc., Pages 639-642 of the
official records of McKinley County, New Mexico.
Surface Use Agreement by and between Santa Fe Pacific Railroad Company and R.M.
Albers, et al., dated June 3, 1980, a memorandum of which was recorded at Book
78, Page 252-253 of the official records of McKinley County, New Mexico.
27
Minerals Lease dated May 1, 1993, between Santa Fe Pacific Minerals Corporation
and Quivira Mining Company, a memorandum of which is recorded in Book 7 of
Comp., Page 439, in the official records of McKinley County, New Mexico, as it
covers All of Sections 13, 23, and 25, and a portion of Section 15, T.14N.,
R.10W.
Special Warranty Deed dated June 25, 1993, (effective 6-26-93) from Hospah Coal
Company, Santa Fe Pacific Minerals Corporation, Santa Fe Pacific Mining, Inc.,
The Atchison, Topeka and Santa Fe Railway Company, and the Star Lake Railroad
Company to San Juan Basin Coal Holding Company, recorded in Book 6 Comp., Page
8560, of the official records of McKinley County, New Mexico, covering coal and
coal development rights or mining rights.
Special Warranty Deed dated effective June 25, 1993, from Santa Fe Pacific
Minerals Corporation to Hanson Natural Resources Company covering coal and
related mining rights in Section 19, T.16N., R. 10W., McKinley County, New
Mexico, recorded in Book 6 Comp., Page 8457 in the official records of McKinley
County, New Mexico. (SFPG-47567)
Special Warranty Deed dated effective June 25, 1993, from Santa Fe Pacific
Minerals Corporation to Hanson Natural Resources Company covering coal and
related mining rights in Section 7, T.16N. R.10W., recorded in Book 6 Comp.,
Page 8480, in the official records of McKinley County. (SFPG-47573)
Amended and Restated San Juan Basin Agreement dated June 25, 1993, by and
between Hospah Coal Company, Hanson Natural Resources Company and Chaco Energy
Company.
Road Use and Overpass Construction Agreement dated February 16, 1984 between
Ranch Road, Inc. and SF Coal Corporation, as it covers Section 21, T.14N. ,
R.10W., McKinley County, New Mexico. (SFPG-32-001-SR-19)
Real Estate Taxes for the years 1997 and subsequent years.
28
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category I Claims
McKinley
STATE OF NEW MEXICO )
COUNTY OF McKINLEY )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard
N.E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS
to URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest of Grantor in the
instruments described in Exhibit A hereto.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997, (a copy of
which is maintained in the offices of Grantor and Grantee and attorneys for
Grantor, Modrall, Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W.,
Albuquerque, New Mexico 87102) and shall not include any other rights, damages
or claims than those specifically set forth therein. Any rights asserted under
the terms of such agreement must be brought within the time period set forth in
such agreement.
29
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This conveyance does not and is not intended to affect or
purport to affect, in any way, coal in place, including development or mining
rights related to coal, in any of the property of Grantor or any of its
subsidiaries or affiliates including, but not limited to, the San Juan Basin
Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
WITNESS its hand and seal this 21 day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ BRUCE D. HANSEN
-----------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997,
by Bruce D. Hansen as Senior Vice President-Corporate Development of Santa Fe
Pacific Gold Corporation.
(Seal) /s/ JACQUELINE WALSTON
-----------------------------------
Jacqueline Walston
Notary Public
My commission expires: 01/28/98
---------------
30
EXHIBIT A
MCKINLEY COUNTY, NEW MEXICO
WEST LARGO PROJECT
32-010-002 / 32-010-0003
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 21 53 1 NMMC 50374
123 620 * amended
123 655 * amended
ID 22 53 2 NMMC 50375
123 616 * amended
123 657 * amended
ID 23 53 3 NMMC 50376
123 602 * amended
123 659 * amended
ID 24 53 4 NMMC 50377
123 618 * amended
123 661 * amended
ID 25 53 5 NMMC 50378
123 600 * amended
123 663 * amended
ID 26 53 6 NMMC 50379
123 604 * amended
123 665 * amended
ID 27 53 7 NMMC 50380
123 606 * amended
123 667 * amended
ID 28 53 8 NMMC 50381
123 624 * amended
123 669 * amended
ID 29 53 9 NMMC 50382
123 608 * amended
123 671 * amended
31
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 30 53 10 NMMC 50383
123 626 * amended
123 673 * amended
ID 31 53 11 NMMC 5172
109 775 * amended
122 725 * amended
ID 32 53 12 NMMC 5173
109 776 * amended
118 382 * amended
ID 33 53 13 NMMC 5174
109 777 * amended
ID 34 53 14 NMMC 5175
109 778 * amended
ID 35 53 15 NMMC 5176
109 779 * amended
ID 36 53 16 NMMC 5177
109 780 * amended
ID 37 53 17 NMMC 5178
109 781 * amended
ID 38 53 18 NMMC 5179
109 782 * amended
122 723 * amended
ID 39 53 19 NMMC 50384
123 594 * amended
123 675 * amended
ID 40 53 20 NMMC 50385
123 592 * amended
123 677 * amended
ID 41 53 21 NMMC 50386
123 622 * amended
123 679 * amended
ID 42 53 22 NMMC 50387
123 598 * amended
123 681 * amended
2
32
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 43 53 23 NMMC 50388
123 628 * amended
123 683 * amended
ID 44 53 24 NMMC 50389
123 614 * amended
123 685 * amended
ID 45 53 25 NMMC 5180
109 783 * amended
ID 46 53 26 NMMC 50390
123 635 * amended
ID 47 53 27 NMMC 50391
123 637 * amended
ID 48 53 28 NMMC 50392
123 639 * amended
ID 49 53 29 NMMC 50393
123 641 * amended
ID 50 53 30 NMMC 50394
123 643 * amended
ID 51 53 31 NMMC 50395
123 590 * amended
123 687
ID 87 79 702 NMMC 50396
123 596 * amended
123 689 * amended
ID 88 79 703 NMMC 50397
123 612 * amended
123 691 * amended
ID 89 79 704 NMMC 50398
123 610 * amended
123 693 * amended
ID 90 79 705 NMMC 50399
123 645 amended
3
33
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 91 79 706 NMMC 50400
123 647 * amended
ID 95 79 710 NMMC 50403
123 651 * amended
ID 96 79 711 NMMC 50401
123 649 * amended
ID 97 79 712 NMMC 50402
123 653 * amended
ID 52 53 32 NMMC 9098
112 629 * amended
123 697 * amended
ID 53 53 33 NMMC 9099
112 630 * amended
123 699 * amended
ID 54 53 34 NMMC 9100
112 631 * amended
123 701 * amended
ID 55 53 35 NMMC 9101
112 632 * amended
123 703 * amended
ID 56 53 36 NMMC 9102
112 633 * amended
123 705 * amended
ID 57 53 37 NMMC 9103
112 634 * amended
123 707 * amended
ID 58 53 38 NMMC 9104
112 635 * amended
123 709 * amended
ID 59 53 39 NMMC 9105
112 636 * amended
123 711 * amended
4
34
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 60 53 40 NMMC 9106
112 637 * amended
123 713 * amended
ID 61 53 41 NMMC 9107
112 638 * amended
123 715 * amended
ID 62 53 42 NMMC 9108
112 639 * amended
123 717 * amended
ID 63 53 43 NMMC 9109
112 640 * amended
123 719 * amended
ID 64 53 44 NMMC 9110
112 641 * amended
123 721 * amended
ID 65 53 45 NMMC 9111
112 642 * amended
123 723 * amended
ID 66 53 46 NMMC 9112
112 643 * amended
123 725 * amended
ID 67 53 47 NMMC 9113
112 644 * amended
123 727 * amended
ID 68 53 48 NMMC 9114
112 645 * amended
123 729 * amended
ID 69 53 49 NMMC 9115
112 646 * amended
123 731 * amended
ID 70 53 50 NMMC 9116
112 647 * amended
123 733 * amended
ID 71 53 51 NMMC 9117
112 648 * amended
123 735 * amended
5
35
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 72 53 52 NMMC 9118
112 649 * amended
123 737 * amended
ID 73 53 53 NMMC 9119
112 650 * amended
123 739 * amended
ID 74 53 54 NMMC 9120
112 651 * amended
123 741 * amended
ID 75 53 55 NMMC 9121
112 652 * amended
123 743 * amended
ID 76 53 56 NMMC 9122
112 653 * amended
123 745 * amended
ID 77 53 57 NMMC 9123
112 654 * amended
123 747 * amended
ID 78 53 58 NMMC 9124
112 655 * amended
123 749 * amended
ID 79 53 59 NMMC 9125
112 656 * amended
123 751 * amended
ID 80 53 60 NMMC 9126
112 657 * amended
123 753 * amended
ID 81 53 61 NMMC 9127
112 658 * amended
123 755 * amended
ID 82 53 62 NMMC 9128
112 659 * amended
123 757 * amended
ID 83 53 63 NMMC 9129
112 660 * amended
123 759 * amended
6
36
RECORDING DATA BLM SERIAL
CLAIM NAMES BOOK PAGE NUMBERS
- ----------- -------------- ----------
ID 84 53 64 NMMC 9130
112 661 * amended
123 761 * amended
ID 85 53 65 NMMC 9131
112 662 * amended
123 763 * amended
ID 86 53 66 NMMC 9132
112 663 * amended
123 765 * amended
ID 98 112 799 NMMC 9133
123 767 * amended
Located in Sec. 20, 21, 22, 27, 28, 29, 32, 33, 34 15N-10W
7
37
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category I
Sandoval
STATE OF NEW MEXICO )
COUNTY OF SANDOVAL )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard
N.E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS
to URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest reserved by Santa Fe
Pacific Railroad Company in the instruments described in Exhibit A hereto but
only so far as such reservations and exceptions pertain to and cover the real
estate in Sandoval County, New Mexico more particularly described in Exhibit B
hereto, less and except the interests described in Exhibit C hereto and subject
to the grants and interests set forth in the instruments set forth in Exhibit D
hereto, all of which exhibits are incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997, (a copy of
which is maintained in the offices of Grantor and Grantee and attorneys for
Grantor, Modrall, Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W.,
Albuquerque, New Mexico 87102) and shall not include any other rights, damages
or claims than those specifically set forth therein. Any rights asserted under
the terms of such agreement must be brought within the time period set forth in
that agreement.
38
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This conveyance does not and is not intended to affect or
purport to affect, in any way, coal in place, including development or mining
rights related to coal, in any of the property of Grantor or any of its
subsidiaries or affiliates including, but not limited to, the San Juan Basin
Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
WITNESS its hand and seal this 21 day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ BRUCE D. HANSEN
-----------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997, by
Bruce D. Hansen as Senior Vice President-Corporate Development of
Santa Fe Pacific Gold Corporation.
/s/ JACQUELINE WALSTON
---------------------------------------
Jacqueline Walston
(Seal) Notary Public
My commission expires: 01/28/98
---------------
39
EXHIBIT A
CATEGORY I DEED, SANDOVAL COUNTY
Deeds Reserving Mineral Interests
Warranty Deed dated September 8, 1949, from Santa Fe Pacific Railroad Company
to Lou C. Evans.
40
EXHIBIT B
CATEGORY I DEED, SANDOVAL COUNTY
CONVEYANCE OF ALL MINERALS EXCEPT COAL TO URANCO
(Revised 03/10/97)
COMPANY: GOLD
STATE: NM
COUNTY: SANDOVAL
MERIDIAN: NMPM ACRES
-----
Township 12 North, Range 3 West
-------------------------------
Section 19 NW/4, SE/4 320.00
------
County Total 320.00
------
41
EXHIBIT C
CATEGORY I DEED, SANDOVAL COUNTY
Items Not Included in Grant
None
42
EXHIBIT D
CATEGORY I DEED, SANDOVAL COUNTY
Items to which Deed is Subject
Lease Option Agreement dated October 8, 1987, between Cerrillos
Land Company and Santa Fe Energy Company, as amended on July 1,
1988, and as amended on December 1, 1989.
43
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P.O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category II
McKinley
STATE OF NEW MEXICO )
COUNTY OF McKINLEY )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard
N.E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS
to URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest in uranium reserved by
Santa Fe Pacific Railroad Company in the instruments described in Exhibit A
hereto but only so far as such reservations and exceptions pertain to and cover
the real estate in McKinley County, New Mexico more particularly described in
Exhibit B hereto (the "Property"), less and except the interests described in
Exhibit C hereto and subject to the grants and interests set forth in the
instruments set forth in Exhibit D hereto, all of which exhibits are
incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997 and that
certain LICENSE TO EXPLORE AND OPTION TO PURCHASE by and between Grantor and
Grantee, dated effective as of March 21, 1997 (copies of which are maintained
in the offices of Grantor and Grantee and attorneys for Grantor, Modrall,
Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W., Albuquerque, New
Mexico 87102) and shall not include any other rights, damages or claims than
those specifically set forth therein. Any rights asserted under the terms of
such agreements must be brought within the time period set forth in such
agreements.
CONVEYANCE SUBJECT TO THE OBLIGATION TO PURCHASE ENTIRE MINERAL
ESTATE. The grant of this deed is subject to the following right of Grantor.
At such time as Grantee or its successors or assigns applies for a mining
permit with respect to the Property or performs any activities on the Property
which would require a mining permit, Grantor shall have the right to require
Grantee or its successors or assigns to purchase all of the mineral estate
(except coal in place including development or mining rights related to coal)
owned by Grantor on the portion of the Property which is the subject of the
mining permit or activities which would require a mining permit for a purchase
price of $200 per acre (the "Purchase
44
Price"), which Purchase Price shall be paid within 30 days after Grantor
declares its right to require the purchase. The Purchase Price shall be
increased by the same percentage as the percentage increase in the Spot Price
of uranium on the date of Grantor's exercise of such right over $15.80 per
pound. Grantee shall purchase such portions of property as entire sections or
as much of each section as was originally conveyed by Grantor to Grantee.
Additionally, Grantor grants to Grantee or its successor and assigns
for a period of 99 years from the date of this Deed the option to purchase all
of the remaining mineral estate (except coal in place, including development or
mining rights related to coal) owned by Grantor in all or any portion of the
Property for a total purchase price of $200 per acre (the "Purchase Price"),
which Purchase Price will be payable within 30 days after Grantee or its
successors or assigns elects to exercise the option to purchase. The Purchase
Price shall be increased by the same percentage as the percentage increase in
the Spot Price of uranium on the date of Grantor's exercise of such right over
$15.80 per pound. Grantee shall purchase such portions of property as entire
sections or as much of each section as was originally conveyed by Grantor to
Grantee.
The Spot Price shall mean that price at which uranium may be purchased
for delivery within one year, as reported by TradeTech or its successors in
interest, or, in the absence of TradeTech or a successor in interest, another
accepted industry publication.
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This conveyance does not and is not intended to affect or
purport to affect, in any way, coal in place, including development or mining
rights related to coal, in any of the property of Grantor or any of its
subsidiaries or affiliates including, but not limited to, the San Juan Basin
Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
WITNESS its hand and seal this 21st day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ BRUCE D. HANSEN
-----------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
45
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997, by Bruce
D. Hansen as Senior Vice President Corporate Development of Santa Fe Pacific
Gold Corporation.
/s/ JACQUELINE WALSTON
---------------------------------------
Jacqueline Walston
(Seal) Notary Public
My commission expires: 01/28/98
----------------
46
EXHIBIT A
CATEGORY II DEED, MCKINLEY COUNTY
Deeds Reserving Mineral Interests
Warranty Deed dated January 2, 1946, from Santa Fe Pacific Railroad Company to
Tom L. Elkins, recorded in Book 9 of Warranty Deeds, Page 93, in the
official records of McKinley County, New Mexico.
Warranty Deed dated February 23, 1937, from Santa Fe Pacific Railroad Company
to Margaret A. Prewitt, recorded in Book 10 of Deeds, Page 485, in the
official records of McKinley County, New Mexico.
Warranty Deed dated January 2, 1946, from Santa Fe Pacific Railroad Company to
Tom L. Elkins, recorded in Book 12 of Deeds, Page 585, in the official
records of McKinley County, New Mexico.
Warranty Deed dated January, 20, 1947, from Santa Fe Pacific Railroad Company
to Frank Bond & Son, Inc., recorded in Book 13 of Deeds, Page 219, in
the official records of McKinley County, New Mexico.
Warranty Deed dated July 1, 1948, from Santa Fe Pacific Railroad Company to
Hazel W. Prewitt, recorded in Book 9 of Warranty Deeds, Page 30, in
the official records of McKinley County, New Mexico.
Warranty Deed dated March 29, 1929, from Santa Fe Pacific Railroad Company to
Antonio Lucero, recorded in Book 12 of Deeds, Page 516, in the
official records of McKinley County, New Mexico.
Warranty Deed dated January 2, 1925, from Santa Fe Pacific Railroad Company to
H. F. Prewitt.
Warranty Deed dated August 11, 1927, from Santa Fe Pacific Railroad Company to
Frank Gantar, recorded in Book 7 of Deeds, Page 161, in the official
records of McKinley County, New Mexico.
Warranty Deed dated January 2, 1946, from Santa Fe Pacific Railroad Company to
Gib Graham, recorded in Book 13 of Deeds, Page 13, in the official
records of McKinley County, New Mexico.
Warranty Deed dated January 26, 1931, from Santa Fe Pacific Railroad Company to
The Gallup Country Club, recorded in Book 8 of Deeds, Page 62, in the
official records of McKinley County, New Mexico.
Warranty Deed dated May 1, 1950, from Santa Fe Pacific Railroad Company to Bert
P. Cresto and Emma Cresto, recorded in Book 13 of Deeds, Page 384, in
the official records of McKinley County, New Mexico.
A-1
47
Warranty deed dated May 1, 1950, from Santa Fe Pacific Railroad Company to C.
E. Gurley and Irene J. Gurley, recorded in Book 10 of Warranty Deeds,
Page 395, in the official records of McKinley County, New Mexico.
Warranty Deed dated May 1, 1950, from Santa Fe Pacific Railroad Company to
George Bubany, recorded in Book 13 of Deeds, Page 382, in the official
records of McKinley County, New Mexico.
Quitclaim Deed dated April 15, 1959, from Santa Fe Pacific Railroad Company to
Owners of record, recorded in Book 9, Page 480, in the official
records of McKinley County, New Mexico.
Warranty Deed dated May 1, 1950, from Santa Fe Pacific Railroad Company to John
D. Guest, recorded in Book 13 of Deeds, Page 381, in the official
records of McKinley County, New Mexico.
Warranty Deed dated March 27, 1950, from Santa Fe Pacific Railroad Company to
C. H. Harrell, recorded in Book 10 of Warranty Deeds, Page 366, in the
official records of McKinley County, New Mexico.
Warranty Deed dated October 20, 1930, from Santa Fe Pacific Railroad Company to
John Grenko, recorded in Book 12 of Deeds, Page 428, in the official
records of McKinley County, New Mexico.
Warranty Deed dated October 5, 1949, from Santa Fe Pacific Railroad Company to
Asa Glascock and Howard Wilson, recorded in Book 13 of Deeds, Page
404, in the official records of McKinley County, New Mexico.
Warranty Deed dated June 19, 1925, from Santa Fe Pacific Railroad Company to
County of McKinley, State of New Mexico.
Warranty Deed dated May 16, 1938, from Santa Fe Pacific Railroad Company to
Howard Wilson, recorded in Book 11 of Deed Records, Page 489, in the
official records of McKinley County, New Mexico.
Warranty Deed dated April 5, 1938, from Santa Fe Pacific Railroad Company to L.
L. Sabin, recorded in Book 11 of Deeds, Page 636, in the official
records of McKinley County, New Mexico.
Warranty Deed dated August 19, 1930, from Santa Fe Pacific Railroad Company to
Christian Reformed Board of Mission, recorded in Book 7 of Deeds, Page
283, in the official records of McKinley County, New Mexico.
Warranty Deed dated August 1, 1946, from Santa Fe Pacific Railroad Company to
C. G. Wallace, recorded in Book 9 of Warranty Deeds, Page 7, in the
official records of McKinley County, New Mexico.
Warranty Deed dated July 12, 1922, from Santa Fe Pacific Railroad Company to
County Board of Education of McKinley County, New
A-2
48
Mexico, recorded in Book 6 of Deed Records, Page 267, in the official
records of McKinley County, New Mexico.
Warranty Deed dated July 29, 1952, from Santa Fe Pacific Railroad Company to
Thos. M. Kilpatrick and C. F. Knowles, recorded in Book 11 of Warranty
Deeds, Page 302, in the official records of McKinley County, New
Mexico.
Warranty Deed dated May 26, 1926, from Santa Fe Pacific Railroad Company to
W.0. Turner.
Quitclaim Deed dated January 20, 1975, by and between Santa Fe Pacific Railroad
Company and W. O. Turner, covering N/2, SW/4 of Section 35, T.15N.,
R.19W., McKinley County, New Mexico, recorded in Book 23, Page 68 in
the official records thereof.
Warranty Deed dated September 1, 1944, from Santa Fe Pacific Railroad Company
to Claude Neafus and S. R. Bellmaine, recorded in Book 12 of Deeds,
Page 402, in the official records of McKinley County, New Mexico.
Warranty Deed dated April 27, 1950, from Santa Fe Pacific Railroad Company to
Gib Graham, recorded in Book 10 of Warranty Deeds, Page 378, in the
official records of McKinley County, New Mexico.
Warranty Deed dated November 7, 1934, from Santa Fe Pacific Railroad Company to
L. L. Sabin, recorded in Book 8 of Deeds, Page 274, in the official
records of McKinley County, New Mexico.
Warranty Deed dated October 15, 1945, from Santa Fe Pacific Railroad Company to
Fernandez Company, recorded in Book 12 DR, Page 536, in the official
records of McKinley County, New Mexico.
Warranty Deed dated March 4, 1952, from Santa Fe Pacific Railroad Company to
Hazel W. Prewitt, recorded in Book 11 Misc., Page 370, in the official
records of McKinley County, New Mexico.
Warranty Deed dated May 15, 1945, from Santa Fe Pacific Railroad Company to
Harold F. Prewitt and Hazel W. Prewitt, recorded in Book 12 of Deeds,
Page 482, in the official records of McKinley County, New Mexico.
Warranty Deed dated January 16, 1948, from Santa Fe Pacific Railroad Company to
W. A. Berryhill, recorded in Book 13 of Deeds, Page 298, in the
official records of McKinley County, New Mexico.
Warranty Deed dated May 14, 1929, from Santa Fe Pacific Railroad Company to the
United States of America, In Trust for the Navajo Tribe, recorded in
Book 7 of Deeds, Page 243, in the official records of McKinley County,
New Mexico.
A-3
49
Warranty Deed dated December 1, 1944, from Santa Fe Pacific Railroad to Harold
P. Prewitt and Hazel W. Prewitt, recorded in Book 12 of Deeds, Page
440, in the official records of McKinley County, New Mexico.
A-4
50
EXHIBIT B
CATEGORY II DEED, MCKINLEY COUNTY
CONVEYANCE OF URANIUM RIGHTS TO URANCO
(Revised 03/10/97)
COMPANY: GOLD
STATE: NM
COUNTY: McKINLEY
MERIDIAN: NMPM
ACRES
-----
Township 14 North, Range 8 West
-------------------------------
Section 10 All 640.00
Township 13 North, Range 10 West
--------------------------------
Section 5 Lots 1-4, S/2 N/2, S/2 639.36
Section 7 Lots 1-4, E/2, E/2 W/2 650.24
Section 9 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Section 21 W/2 SW/4 SE/4 NE/4, N/2 NE/4, SW/4 595.00
NE/4, N/2 SE/4 NE/4, NW/4, S/2
SE/4, NW/4 SE/4
Section 27 All 640.00
Section 29 All 640.00
Section 31 Lots 1-4, E/2 W/2, E/2 640.56
Section 33 All 640.00
Section 35 All 640.00
Township 15 North, Range 10 West
--------------------------------
Section 1 All, except 31.07 acres in Baca 608.93
Rail Spur
Section 3 All 641.00
Section 13 All 640.00
B-1
51
Section 23 All, except 29.81 ac. in Baca Rail 610.19
Spur
Section 25 All, except 25.79 ac. in Baca Rail 614.21
Spur
Section 31 All 663.60
Section 33 All 640.00
Section 35 All 640.00
Township 16 North, Range 10 West
--------------------------------
Section 5 All 639.76
Section 9 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Section 21 All 640.00
Section 23 All 640.00
Section 25 All 640.00
Section 27 All 640.00
Section 29 All 640.00
Section 31 All 667.68
Section 33 All 640.00
Section 35 All 640.00
Township 17 North, Range 10 West
--------------------------------
Section 31 Lots 1-4, E/2 W/2, E/2 640.32
Township 13 North, Range 11 West
--------------------------------
Section 3 Lots 3, 4, S/2 NW/4 160.98
Section 5 All, except 24.71 ac. in Baca Rail 610.17
Spur
Section 7 All that portion lying North and 495.00
East f the AT&SF Railway Co. R/W
B-2
52
Section 9 NE/4, N/2 NW/4, N/2 SE/4, SE/4 SE/4 360.00
Section 9 S/2 NW/4, SW/4, SW/4 SE/4 280.00
Section 15 All 640.00
Section 17 All that portion lying North and 96.71
East of the AT&SF Railway Co. R/W,
except 39.63 ac. in Baca Rail Spur
Section 17 Lots 5-8, SW/4 SE/4, SW/4 275.53
Section 19 All 640.06
Section 21 All that part lying North and East 199.59
of the AT&SF Railway Co. R/W
Section 21 Lots 5-10, NW/4 SW/4 155.74
Section 22 All 640.00
Section 23 All 640.00
Section 24 SE/4, W/2 480.00
Section 25 All 640.00
Section 26 All 640.00
Section 27 All that part lying North and East 549.31
of the AT&SF Railway Co. R/W
Section 29 All 640.00
Section 31 All 640.96
Section 33 All 640.00
Section 34 That portion of the E/2 lying South 23.70
and West of the AT&SF Railway Co.
R/W
Section 34 That portion of the E/2 lying North 283.09
and East of the AT&SF Railway Co.
R/W
Section 35 All 640.00
Township 15 North, Range 11 West
--------------------------------
Section 27 E/2 E/2 160.00
B-3
53
Section 35 NW/4 NW/4 40.00
Township 14 North, Range 13 West
--------------------------------
Section 31 All, except 200 ft. R/W of AT&SF 619.15
Ry. Co.
Section 35 All that portion lying North and 531.25
East of R/W of AT&SF Ry. Co.
Township 14 North, Range 14 West
--------------------------------
Section 7 Lots 3, 4, that portion of E/2 SW/4 139.78
lying South & West of AT&SF RR R/W
Section 21 All that portion lying North & East 114.06
of AT&SF RR R/W
Section 25 All that portion lying North & East 494.75
of AT&SF RR R/W
Township 17 North, Range 14 West
---------------------------------
Section 1 Lots 1-4 2.02
Section 31 Lots 1-4, S/2 S/2 321.60
Section 33 Lots 1-4, S/2 S/2 317.76
Section 35 Lots 1-4, S/2 S/2 318.20
Township 14 North, Range 15 West
--------------------------------
Section 1 Part Northeast of Northeast line of 96.34
AT&SF station grounds at S. Guam,
said line parallel to & 1320 ft.
northeasterly from centerline of
original AT&SF main track, except
portion Conveyed by SFPR to AT&SF
8-29-17, recorded in Bk. 5, Pg.
152, and portion of SE SE
northeasterly of AT&SF R/W and
southeasterly of southeast end of
station grounds at S. Guam
Township 15 North, Range 15 West
--------------------------------
Section 25 All, except 26.55 ac. in R/W 613.45
Section 27 All that portion lying North & East 515.85
of AT&SF RR R/W
B-4
54
Section 35 All that portion lying North & East 197.84
of AT&SF RR R/W
Township 17 North, Range 15 West
--------------------------------
Section 31 All 315.20
Section 33 All 317.98
Section 35 All 315.20
Township 15 North, Range 16 West
--------------------------------
Section 1 All 639.52
Section 3 All 641.90
Section 5 All 638.82
Section 7 All 616.18
Section 9 All 640.00
Section 11 All 640.00
Section 13 Lots 1-4 195.60
Section 15 Lots 1-4 185.28
Section 17 Lots 1-4 174.16
Township 16 North, Range 16 West
--------------------------------
Section 1 All 595.20
Section 5 All 606.88
Section 11 All 640.00
Section 13 All 640.00
Section 15 All 640.00
Section 19 All 602.52
Section 21 All 640.00
Section 23 All 640.00
Section 25 All 640.00
B-5
55
Section 27 All 640.00
Section 29 All 640.00
Section 33 All 640.00
Section 35 All 640.00
Township 17 North, Range 16 West
--------------------------------
Section 31 Lots 1-4, S/2 S/2 305.28
Section 33 Lots 1-4, S/2 S/2 308.21
Township 14 North, Range 17 West
--------------------------------
Section 3 Lots 1-5, SW/4 NW/4, W/2 SW/4 235.56
Section 5 Lots 1-4, S/2 N/2, E/2 SE/4, NW/4 598.88
SE/4, N/2 SW/4 SE/4, W/2 SW/4, NE/4
SW/4, N/2 SE/4 SW/4
Section 7 All 638.12
Section 9 W/2, E/2 SE/4, SW/4 SE/4, N/2 NE/4 480.00
NE/4, E/2 NW/4 NE/4
Section 9 SW/4 NE/4, NW/4 SE/4 80.00
Section 9 S/2 NE/4 NE/4 20.00
Section 9 NW/4 NW/4 NE/4 10.00
Section 9 SW/4 NW/4 NE/4 10.00
Section 15 Lots 1-4, W/2 W/2 236.88
Section 17 All 640.00
Section 19 All 640.88
Section 21 All 640.00
Section 27 Lots 1-4, W/2 W/2 239.82
Section 29 N/2, SW/4 480.00
Section 33 S/2 320.00
Township 15 North, Range 17 West
--------------------------------
Section 1 All 689.84
B-6
56
Section 3 All 640.62
Section 7 All 639.94
Section 9 NE/4, S/2 480.00
Section 13 Lots 1-4 164.48
Section 15 Lots 1-6, W/2 W/2, less 24.24 ac. 300.37
in AT&SF RR R/W for East bound main
track
Section 19 Lots 1, 2, E/2, E/2 NW/4 481.09
Section 21 E/2, W/2 NW/4, S/2 SW/4 480.00
Section 27 W/2 SW/4 80.00
Section 29 All 640.00
Section 31 All 638.84
Township 16 North, Range 17 West
--------------------------------
Section 1 All 614.40
Section 3 All 622.04
Section 5 All 624.52
Section 7 All 632.52
Section 9 All 640.00
Section 11 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Section 19 All 636.44
Section 21 All 640.00
Section 25 All 640.00
Section 27 All 640.00
Section 29 All 640.00
Section 31 All 637.44
B-7
57
Section 33 All 640.00
Section 35 All 640.00
Township 17 North, Range 17 West
--------------------------------
Section 31 Lots 1-4, S/2 S/2 297.38
Section 33 Lots 1-4, S/2 S/2 307.78
Section 35 Lots 1-4, S/2 S/2 306.02
Township 14 North, Range 18 West
--------------------------------
Section 5 All 639.48
Township 15 North, Range 18 West
--------------------------------
Section 1 All 638.56
Section 11 NE/4, E/2 NW/4 240.00
Section 23 All 640.00
Section 27 SE/4, NE/4 SW/4 200.00
Section 27 S/2 NE/4, NE/4 NE/4 120.00
Section 27 SE/4 NW/4, S/2 NW/4 NE/4, NW/4 NW/4 70.00
NE/4
Section 27 S/2 NE/4 NW/4 20.00
Section 27 N/2 NE/4 NW/4 20.00
Section 31 NE/4 NE/4 40.00
Section 31 Lots 1-4, SE/4 NE/4, NE/4 NW/4, 436.40
SE/4, SE/4 SW/4
Section 35 E/2, E/2 NW/4 400.00
Township 16 North, Range 18 West
--------------------------------
Section 1 All 622.84
Section 3 All 622.72
Section 5 All, except 10.30 acres 614.26
B-8
58
Section 5 That portion lying within 40 ft. & 10.30
on both sides of survey line of
Road 32, Section 2 as relocated for
construction and known as F.A.P.
#146-A
Section 7 All, except 10.00 ac. quitclaimed 620.16
to County of McKinley by deed dated
6-19-25
Section 7 That portion lying within 40 ft. & 10.00
on both sides of survey line of
Road 32, Section 2 as relocated for
construction and known as F.A.P.
#146
Section 9 All 640.00
Section 11 All 640.00
Section 13 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Section 19 All 634.08
Section 21 N/2 320.00
Section 23 All 640.00
Section 25 All 640.00
Township 17 North, Range 18 West
--------------------------------
Section 31 Lots 1-4, S/2 S/2 290.40
Section 33 Lots 1-4, SW/4 SE/4, S/2 SW/4 255.58
Section 33 N/2 SE/4 SE/4, SE/4 SE/4 SE/4 30.00
Section 35 Lots 1-4, S/2 S/2 298.78
Township 15 North, Range 19 West
--------------------------------
Section 7 Lots 3, 4, E/2 SW/4 156.27
Section 17 NE/4, E/2 NW/4, S/2 560.00
Section 19 All 633.40
B-9
59
Section 21 NW/4, SE/4, SW/4 NE/4, W/2 SE/4 389.00
NE/4, W/2 E/2 SE/4 NE/4, except 1
ac. in W/2 E/2 SE/4 NE/4
Section 21 1 ac. tract in W/2 E/2 SE/4 NE/4 1.00
Section 29 All, except AT&SF RR R/W and 512.25
station grounds
Section 31 SE/4, NW/4, except AT&SF RR R/W 288.91
Section 33 All 640.00
Section 35 N/2, SW/4 480.00
Township 16 North, Range 19 West
--------------------------------
Section 1 All 630.12
Section 3 All 636.30
Section 5 All 637.60
Section 7 All 629.24
Section 9 All 640.00
Section 11 All 640.00
Section 13 All 640.00
Section 15 All 640.00
Section 17 All 640.00
Section 19 All 630.48
Section 23 All 640.00
Section 25 All 640.00
Section 31 All 629.80
Township 17 North, Range 19 West
--------------------------------
Section 31 Lots 1-4, S/2 S/2 288.60
Section 33 Lots 1-4, S/2 S/2 290.40
Section 35 Lots 1-4, S/2 S/2 295.58
B-10
60
Township 16 North, Range 20 West
--------------------------------
Section 1 All 638.12
Section 13 All 640.00
Section 17 SW/4 160.00
Section 19 All 640.92
Section 21 W/2 W/2 160.00
Section 25 All 640.00
Section 27 S/2 SW/4, NW/4 SW/4, S/2 SE/4, 240.00
NE/4 SE/4
Section 29 All 640.00
Section 31 All 638.00
Section 33 All 640.00
Section 35 All 640.00
Township 16 North, Range 21 West
--------------------------------
Section 1 W/2 322.00
Section 3 All 123.86
Section 11 N/2, N/2 SW/4, SW/4 SW/4 440.00
Section 15 Lots 1-4 128.06
Section 23 All 640.00
Section 25 All 640.00
Section 27 Lots 1-4 128.80
Section 35 All 640.00
------
County Total 105,447.60
==========
B-11
61
EXHIBIT C
CATEGORY II DEED, MCKINLEY COUNTY
Items Not Included in Grant
Less and Except any interest in or under the property in Sections 1, 23, and
25, T.15N., R.10W., as described in the Quitclaim Deed dated November 23, 1983,
between R. M. Albers and Imogene Albers and SF Coal Corporation, recorded in
book 35, Page 598, in the official records of McKinley County, New Mexico.
Less and Except any interest in or under the property in Sections 5 and 17,
T.13N., R.11W. , as described in the Special Warranty Deed dated November 8,
1983, between Donald J. Elkins and Gwen Elkins and SF Coal Corporation,
recorded in Book 35, Page 567, in the official records of McKinley County, New
Mexico.
62
EXHIBIT D
CATEGORY II DEED, MCKINLEY COUNTY
Items to which Deed is Subject
Stipulation in the District Court of McKinley County, New Mexico, case entitled
Santa Fe Pacific Railroad Company, a corporation, plaintiff v. Duane Berryhill
and Nelda Berryhill, his wife, el al., filed for record on July 25, 1952 at
9:30 a.m., recorded in Vol. 93, Folio 225, Valencia County records.
Agreement dated May 1, 1964, by and between Santa Fe Pacific Railroad Company
and The Gallup Country Club, covering certain land in Section 23, T.15N.,
R.18W., McKinley County, New Mexico. (SFP-42117)
Agreement dated November 26, 1957, by and between Santa Fe Pacific Railroad
Company and C. E. Gurley and Irene J. Gurley, covering property in Section 27,
T.15N., R.18W., McKinley County, New Mexico. (SFP-42215-A)
Agreement dated April 16, 1959 by and between Santa Fe Pacific Railroad Company
and George Bubany, covering certain lands in Section 27, T.15N., R.18W.,
McKinley County, New Mexico. SFP-42216-B)
Agreement dated May 1, 1959, by and between Santa Fe Pacific Railroad Company
and John D. Guest, covering property in the NW/4 of Section 27, T.15N., R.18W.,
McKinley County, New Mexico. (SFP-42217-A)
Agreement dated October 14, 1965, by and between Santa Fe Pacific Railroad
Company and Howard Wilson covering a parcel of land in Section 7, T.16N.,
R.18W., McKinley County, New Mexico. (SFP-39456-A)
[Section not being conveyed]
Amended and Restated San Juan Basin Agreement dated June 25, 1993, by and
between Hospah Coal Company and Chaco Energy Company.
Lease Option Agreement dated October 8, 1987, between Cerrillos Land Company
and Santa Fe Energy Company, as amended on July 1, 1988, and as amended on
December 1, 1989, a memorandum of which is recorded in book 2, Page 1630, in
the official records of McKinley County, New Mexico.
Special Warranty Deed dated June 25, 1993, from Hospah Coal Company, Santa Fe
Pacific Minerals Corporation, Santa Fe Pacific Mining, Inc., The Atchison,
Topeka and Santa Fe Railway Company, and the Star Lake Railroad Company to San
Juan Basin Coal Holding
D-1
63
Company, recorded in Book 6 Comp., Page 8560, of the official records of
McKinley County, New Mexico, covering coal and coal development rights or
mining rights.
Special Warranty Deed dated June 24, 1993, from Santa Fe Pacific Minerals
Corporation to Hanson Natural Resources Company covering coal and related
mining rights in Sections 17, 25, 33 and 35, T.16N., R.10W., and Section 3,
T.15N., R.10W., McKinley County, New Mexico.
Special Warranty Deed dated June 24, 1993, from Santa Fe Pacific Minerals
Corporation to Hanson Natural Resources Company covering coal and relating
mining rights in Section 1, T.15N., R.10W., and Sections 9, 21, 23, 27 and 29,
T.16N., R.10W., recorded in Book 6 Comp., Page 8480, in the official records of
McKinley County, New Mexico.
Oil and Gas Lease dated May 1, 1975, from Santa Fe Pacific Railroad Company to
Tenneco Oil Company, covering Section 25, T.16N., R.10W, McKinley County, New
Mexico. (SFP-9951)
Real Estate Taxes for the years 1997 and subsequent years.
D-2
64
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category II
Cibola
STATE OF NEW MEXICO )
COUNTY OF CIBOLA )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard
N.E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS
to URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest in uranium reserved by
Santa Fe Pacific Railroad Company in the instruments described in Exhibit A
hereto but only so far as such reservations and exceptions pertain to and cover
the real estate in Cibola County, New Mexico more particularly described in
Exhibit B hereto (the "Property"), less and except the interests described in
Exhibit C hereto and subject to the grants and interests set forth in the
instruments set forth in Exhibit D hereto, all of which exhibits are
incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997 and that
certain LICENSE TO EXPLORE AND OPTION TO PURCHASE by and between Grantor and
Grantee, dated effective as of March 21, 1997, (copies of which are maintained
in the offices of Grantor and Grantee and attorneys for Grantor, Modrall,
Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W., Albuquerque, New
Mexico 87102) and shall not include any other rights, damages or claims than
those specifically set forth therein. Any rights asserted under the terms of
such agreements must be brought within the time period set forth in such
agreements.
CONVEYANCE SUBJECT TO THE OBLIGATION TO PURCHASE ENTIRE MINERAL
ESTATE. The grant of this deed is subject to the following right of Grantor.
At such time as Grantee or its successors or assigns applies for a mining
permit with respect to the Property or performs any activities on the Property
which would require a mining permit, Grantor shall have the right to require
Grantee or its successors or assigns to purchase all of the mineral estate
(except coal in place, including development or mining rights related to coal)
owned by Grantor on the portion of the Property which is the subject of the
mining permit or activities which would require a mining permit for a purchase
price of $200 per acre (the "Purchase
65
Price"), which Purchase Price shall be paid within 30 days after Grantor
declares its right to require the purchase. The Purchase Price shall be
increased by the same percentage as the percentage increase in the Spot Price
of uranium on the date of Grantor's exercise of such right over $15.80 per
pound. Grantee shall purchase such portions of property as entire sections or
as much of each section as was originally conveyed by Grantor to Grantee.
Additionally, Grantor grants to Grantee or its successor and assigns
for a period of 99 years from the date of this Deed the option to purchase all
of the remaining mineral estate (except coal in place, including development or
mining rights related to coal) owned by Grantor in all or any portion of the
Property for a total purchase price of $200 per acre (the "Purchase Price"),
which Purchase Price will be payable within 30 days after Grantee or its
successors or assigns elects to exercise the option to purchase. The Purchase
Price shall be increased by the same percentage as the percentage increase in
the Spot Price of uranium on the date of Grantor's exercise of such right over
$15.80 per pound. Grantee shall purchase such portions of property as entire
sections or as much of each section as was originally conveyed by Grantor to
Grantee.
The Spot Price shall mean that price at which uranium may be purchased
for delivery within one year, as reported by TradeTech or its successors in
interest, or, in the absence of TradeTech or a successor in interest, another
accepted industry publication.
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This Conveyance does not and is not intended to affect or
purport to affect, in any way, coal in place, including development or mining
rights related to coal, in any of the property of Grantor or any of its
subsidiaries or affiliates including, but not limited to, the San Juan Basin
Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
WITNESS its hand and seal this 21st day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By:/s/ BRUCE D. HANSEN
------------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
66
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997, by Bruce
D. Hansen as Senior Vice President-Corporate Development of Santa Fe Pacific
Gold Corporation.
/s/ JACQUELINE WALSTON
---------------------------------------
Jacqueline Walston
(Seal) Notary Public
My commission expires: 01/28/98
----------------
67
EXHIBIT A
CATEGORY II DEED, CIBOLA COUNTY
Deeds Reserving Mineral Rights
Warranty Deed dated June 15, 1943, from Santa Fe Pacific Railroad Company to
C.P. Duran and Jose M. Chavez.
Warranty Deed dated May 1, 1946, from Santa Fe Pacific Railroad Company to
C. P. Duran and Jose M. Chavez.
68
EXHIBIT B
CATEGORY II DEED, CIBOLA COUNTY
CONVEYANCE OF URANIUM RIGHTS TO URANCO
(Revised 03/10/97)
COMPANY: GOLD
STATE: NM
COUNTY: CIBOLA
MERIDIAN: NMPM ACRES
-----
Township 11 North, Range 7 West
-------------------------------
Section 31 Lots 1-4, E/2 NW/4, E/2 SW/4, NE/4, 634.52
SE/4
Township 11 North, Range 8 West
-------------------------------
Section 25 All 640.00
------
County Total 1,274.52
69
EXHIBIT C
CATEGORY II DEED, CIBOLA COUNTY
Items Not Included in Grant
NONE
70
EXHIBIT D
CATEGORY II DEED, CIBOLA COUNTY
Items to which Deed is Subject
Lease Option Agreement dated October 8, 1987 between Cerrillos Land Co. and
Santa Fe Energy Co., as amended on July 1, 1988, and as amended on December 1,
1989, a memorandum in the official records of McKinley County, New Mexico.
Real Estate Taxes for the years 1997 and subsequent years.
71
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
ROYALTY DEED
Category II Royalty
Cibola
STATE OF NEW MEXICO )
COUNTY OF CIBOLA )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard
N.E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS
to URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the royalty interest received by
Santa Fe Pacific Railroad Company in the instrument described in Exhibit A
hereto but only so far as such grant pertains to and covers the real estate in
Cibola County, New Mexico more particularly described in Exhibit B hereto (the
"Property"), less and except the interests described in Exhibit C hereto and
subject to the grants and interests set forth in the instruments set forth in
Exhibit D hereto, all of which exhibits are incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997 and that
certain LICENSE TO EXPLORE AND OPTION TO PURCHASE by and between Grantor and
Grantee, dated effective as of March 21, 1997 (copies of which are maintained
in the offices of Grantor and Grantee and attorneys for Grantor, Modrall,
Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W., Albuquerque, New
Mexico 87102) and shall not include any other rights, damages or claims than
those specifically set forth therein. Any rights asserted under the terms of
such agreements must be brought within the time period set forth in such
agreements.
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This conveyance does not and is not intended to affect or
purport to affect, in any way, coal in place, including development or mining
rights related to coal, in any of the property of Grantor or any of its
subsidiaries or affiliates including, but not limited to, the San Juan Basin
Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
72
WITNESS its hand and seal this 21st day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ BRUCE D. HANSEN
-----------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21 1997, by Bruce
D. Hansen as Senior Vice President-Corporate Development of Santa Fe Pacific
Gold Corporation.
/s/ JACQUELINE WALSTON
---------------------------------------
Jacqueline Walston
(Seal) Notary Public
My commission expires: 01/28/98
----------------
73
EXHIBIT A
CATEGORY II DEED, CIBOLA COUNTY
Deeds Reserving Mineral Rights
Grant of Royalty dated February 10, 1983 from Gulf Oil Corporation
to Santa Fe Pacific Railroad recorded in Book 1 of Misc., Page 3534
in the official records of Cibola County, New Mexico.
74
EXHIBIT B
CATEGORY II ROYALTY DEED, CIBOLA COUNTY
CONVEYANCE OF URANIUM RIGHTS TO URANCO
(Revised 03/10/97)
Township 13 North, Range 8 West
-------------------------------
Section 25 Lots 5, 6, 8, 9, 10, E/2 NE/4 234.52
**Royalty Interest Only**
75
EXHIBIT C
CATEGORY II DEED, CIBOLA COUNTY
Items Not Included in Grant
NONE
76
EXHIBIT D
CATEGORY II DEED, CIBOLA COUNTY
Items to which Deed is Subject
Real Estate Taxes for the years 1997 and subsequent years.
77
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category II
Sandoval
STATE OF NEW MEXICO )
COUNTY OF SANDOVAL )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard N.
E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS to
URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest in uranium reserved by
Santa Fe Pacific Railroad Company in the instruments described in Exhibit A
hereto but only so far as such reservations and exceptions pertain to and cover
the real estate in Sandoval County, New Mexico more particularly described in
Exhibit B hereto (the "Property"), less and except the interests described in
Exhibit C hereto and subject to the grants and interests set forth in the
instruments set forth in Exhibit D hereto, all of which exhibits are
incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997 and that
certain LICENSE TO EXPLORE AND OPTION TO PURCHASE by and between Grantor and
Grantee, dated effective as of March 21, 1997 (copies of which are maintained
in the offices of Grantor and Grantee and attorneys for Grantor, Modrall,
Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W., Albuquerque, New
Mexico 87102) and shall not include any other rights, damages or claims than
those specifically set forth therein. Any rights asserted under the terms of
such agreements must be brought within the time period set forth in such
agreements.
CONVEYANCE SUBJECT TO THE OBLIGATION TO PURCHASE ENTIRE MINERAL
ESTATE. The grant of this deed is subject to the following right of Grantor.
At such time as Grantee or its successors or assigns applies for a mining
permit with respect to the Property or performs any activities on the Property
which would require a mining permit, Grantor shall have the right to require
Grantee or its successors or assigns to purchase all of the mineral estate
(except coal in place, including development or mining rights related to coal)
owned by Grantor on the portion of the Property which is the subject of the
mining permit or activities which would require a mining permit for a purchase
price of $200 per acre (the "Purchase
78
Price"), which Purchase Price shall be paid within 30 days after Grantor
declares its right to require the purchase. The Purchase Price shall be
increased by the same percentage as the percentage increase in the Spot Price
of uranium on the date of Grantor's exercise of such right over $15.80 per
pound. Grantee shall purchase such portions of property as entire sections or
as much of each section as was originally conveyed by Grantor to Grantee.
Additionally, Grantor grants to Grantee or its successor and assigns
for a period of 99 years from the date of this Deed the option to purchase all
of the remaining mineral estate (except coal in place, including development or
mining rights related to coal) owned by Grantor in all or any portion of the
Property for a total purchase price of $200 per acre (the "Purchase Price"),
which Purchase Price will be payable within 30 days after Grantee or its
successors or assigns elects to exercise the option to purchase. The Purchase
Price shall be increased by the same percentage as the percentage increase in
the Spot Price of uranium on the date of Grantor's exercise of such right over
$15.80 per pound. Grantee shall purchase such portions of property as entire
sections or as much of each section as was originally conveyed by Grantor to
Grantee.
The Spot Price shall mean that price at which uranium may be purchased
for delivery within one year, as reported by TradeTech or its successors in
interest, or, in the absence of TradeTech or a successor in interest, another
accepted industry publication.
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This conveyance does not and is not intended to affect or purport
to affect, in any way, coal in place, including development or mining rights
related to coal, in any of the property of Grantor or any of its subsidiaries
or affiliates including, but not limited to, the San Juan Basin Coal Holding
Company, and coal in place and all such rights are EXCEPTED herefrom and
RESERVED to Grantor.
WITNESS its hand and seal this 21st day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ BRUCE D. HANSEN
-----------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
79
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997, by Bruce
D. Hansen as Senior Vice President-Corporate Development of Santa Fe Pacific
Gold Corporation.
/s/ JACQUELINE WALSTON
----------------------------
Jacqueline Walston
(Seal) Notary Public
My commission expires: 01/28/98
---------------
80
EXHIBIT A
CATEGORY II DEED, SANDOVAL COUNTY
Deeds Reserving Mineral Interests
Warranty Deed dated August 2, 1948, from Santa Fe Pacific Railroad Company to
Frank Bond & Son, Inc., recorded in Volume 6 of Deed Records, Page 120.
Warranty Deed dated April 1, 1949, from Santa Fe Pacific Railroad Company to
Benjamin Benavidez, Abel Benavidez and Moises Benavidez, recorded in Volume 9
of Deed Records, Page 903, in the official records of Sandoval County, New
Mexico.
Warranty Deed dated December 6, 1938, from Santa Fe Pacific Railroad Company to
Frank Bond and Son, recorded in Volume 5 of Deed Records, Page 42, in the
official records of Sandoval County, New Mexico.
Warranty Deed dated May 15, 1943, from Santa Fe Pacific Railroad Company to
Frank Bond & Son, Ltd.
Warranty Deed dated April 1, 1949, from Santa Fe Pacific Railroad Company to
Faustino Benavidez, recorded in Volume 6 of Deed Records, Page 169, in the
official records of Sandoval County, New Mexico.
Warranty Deed dated December 15, 1943, from Santa Fe Pacific Railroad Company
to Benjamin Benavidez, recorded in Volume 5 of Deed Records, Page 494, in the
official records of Sandoval County, New Mexico.
Warranty Deed dated November 1, 1949, from Santa Fe Pacific Railroad Company to
O. F. Sandoval and Porfirio Sandoval.
81
EXHIBIT B
CATEGORY II DEED, SANDOVAL COUNTY
CONVEYANCE OF URANIUM RIGHTS TO URANCO
(Revised 11/7/96)
COMPANY: GOLD
STATE: NM
COUNTY: SANDOVAL
MERIDIAN: NMPM ACRES
-----
Township 12 North, Range 1 East
-------------------------------
Section 5 Lots 7, 8 SE/4, S/2 NW/4, Lot 6 451.11
NE/4, Lot 3 NW/4, Lot 5 NE/4, Lot 4
NW/4, SW/4
Section 6 All 614.74
Section 7 All 615.68
Section 8 Lots 1-4, NW/4, W/2 SW/4 354.06
Section 17 Lots 1-4 171.63
Section 18 All 614.56
Section 19 All 611.44
Section 20 Lots 1-4 178.14
Section 29 Lots 1-4, W/2 SW/4, SE/4 SW/4 253.05
Section 30 All 613.28
Section 31 All 616.80
Township 13 North, Range 1 East
-------------------------------
Section 4 All 647.16
Section 5 All 650.80
Section 6 All 615.05
Section 7 All 599.88
Section 8 All 640.00
Section 9 All 640.00
B-1
82
Section 17 All 640.00
Section 18 All 600.68
Section 19 All 602.52
Section 20 All 640.00
Section 21 All 640.00
Section 28 All 640.00
Section 29 All 640.00
Section 30 All 606.27
Section 31 All, except North 300 ft. of 555.09
Section
Section 33 All 534.92
Township 14 North, Range 1 East
-------------------------------
Section 5 Lots 1-4, S/2 N/2, SE/4, NE/4 SW/4 531.88
Section 5 NW/4 SW/4, S/2 SW/4 120.00
Township 12 North, Range 1 West
-------------------------------
Section 1 Lots 1-4, S/2 N/2, S/2 641.98
Section 3 Lots 1-4, S/2 N/2, S/2 647.18
Section 4 Lots 1-8 343.57
Section 9 Lots 1-8 341.56
Section 10 NE/4, NE/4 SE/4, W/2 SE/4, W/2 600.00
Section 11 All 640.00
Section 12 All 640.00
Section 13 All 640.00
Section 14 NE/4, S/2 480.00
Section 15 All 640.00
Section 21 Lots 1-8 341.64
Section 22 All 640.00
B-2
83
Section 23 All 640.00
Section 24 All 640.00
Section 25 All 640.00
Section 26 All 640.00
Section 27 E/2, E/2 SW/4 400.00
Section 27 NW/4, W/2 SW/4 240.00
Section 28 Lots 1-8 345.84
Section 33 Lots 1-8 344.52
Section 34 All 640.00
Section 35 W/2 320.00
Section 35 E/2 320.00
Township 13 North, Range 1 West
-------------------------------
Section 12 All 640.00
Section 14 All 640.00
Section 22 N/2 320.00
Section 22 E/2 SE/4, N/2 SW/4 160.00
Section 24 All 640.00
Section 26 N/2, W/2 SE/4, SW/4 560.00
Section 28 Lots 1-4, E/2 338.88
Section 34 All, except North 300 ft. of 603.64
Section ---------
County Total 31,307.55
B-3
84
EXHIBIT C
CATEGORY II DEED, SANDOVAL COUNTY
Items Not Included in Grant
NONE
85
EXHIBIT D
CATEGORY II DEED, SANDOVAL COUNTY
Items to which Deed is Subject
Lease Option Agreement dated October 8, 1987 between Cerrillos Land Co. and
Santa Fe Energy Co., as amended on July 1, 1988, and as amended on December 1,
1989, a memorandum of which is recorded in Book 2, page 1630, in the official
records of McKinley County, New Mexico.
Surface and mineral limitation contained in Warranty Deed dated October 29,
1979 from Santa Fe Pacific Railroad to Paragon Resources, Incorporated covering
certain lands in Section 28 and 29-13N-1E, Sandoval Co., NM.
Real Estate taxes for years 1997 and subsequent years.
86
EXHIBIT 10.19
AFTER RECORDING RETURN TO:
Margaret Lewis Meister
Modrall, Sperling, Roehl, Harris & Sisk, P.A.
P. O. Box 2168
Albuquerque, New Mexico 87103
DEED
Category II
Bernalillo
STATE OF NEW MEXICO )
COUNTY OF BERNALILLO )
SANTA FE PACIFIC GOLD CORPORATION, successor in interest by name
change to Santa Fe Pacific Minerals Corporation, which is successor by merger
to Cerrillos Land Company ("Grantor") whose address is 6200 Uptown Boulevard N.
E., Suite 400, Albuquerque, New Mexico 87110, for consideration paid, GRANTS to
URANCO, INC. ("Grantee"), whose address is 6200 Uptown Boulevard N.E., Suite
400, Albuquerque, New Mexico 87110, all of the interest in uranium reserved by
Santa Fe Pacific Railroad Company in the instruments described in Exhibit A
hereto but only so far as such reservations and exceptions pertain to and cover
the real estate in Bernalillo County, New Mexico more particularly described in
Exhibit B hereto (the "Property"), less and except the interests described in
Exhibit C hereto and subject to the grants and interests set forth in the
instruments set forth in Exhibit D hereto, all of which exhibits are
incorporated herein by reference.
LIMITATION OF REMEDY. Any warranty of title by the Grantor and any
remedies of the Grantee or its successors and assigns related to the property
covered by this Deed shall be limited to the remedies set forth in that certain
AGREEMENT OF SANTA FE PACIFIC GOLD CORPORATION, AS URANCO, INC. SHAREHOLDER,
AND URANIUM RESOURCES, INC., dated effective as of March 25, 1997 and that
certain LICENSE TO EXPLORE AND OPTION TO PURCHASE by and between Grantor and
Grantee, dated effective as of March 21, 1997 (copies of which are maintained
in the offices of Grantor and Grantee and attorneys for Grantor, Modrall,
Sperling, Roehl, Harris & Sisk, P.A., 500 Fourth St. N.W., Albuquerque, New
Mexico 87102) and shall not include any other rights, damages or claims than
those specifically set forth therein. Any rights asserted under the terms of
such agreements must be brought within the time period set forth in such
agreements.
CONVEYANCE SUBJECT TO THE OBLIGATION TO PURCHASE ENTIRE MINERAL
ESTATE. The grant of this deed is subject to the following right of Grantor.
At such time as Grantee or its successors or assigns applies for a mining
permit with respect to the Property or performs any activities on the Property
which would require a mining permit, Grantor shall have the right to require
Grantee or its successors or assigns to purchase all of the mineral estate
(except coal in place, including development or mining rights related to coal)
owned by Grantor on the portion of the Property which is the subject of the
mining permit or activities which would require a mining permit for a purchase
price of $200 per acre (the "Purchase
87
Price"), which Purchase Price shall be paid within 30 days after Grantor
declares its right to require the purchase. The Purchase Price shall be
increased by the same percentage as the percentage increase in the Spot Price
of uranium on the date of Grantor's exercise of such right over $15.80 per
pound. Grantee shall purchase such portions of property as entire sections or
as much of each section as was originally conveyed by Grantor to Grantee.
Additionally, Grantor grants to Grantee or its successor and assigns
for a period of 99 years from the date of this Deed the option to purchase all
of the remaining mineral estate (except coal in place, including development or
mining rights related to coal) owned by Grantor in all or any portion of the
Property for a total purchase price of $200 per acre (the "Purchase Price"),
which Purchase Price will be payable within 30 days after Grantee or its
successors or assigns elects to exercise the option to purchase. The Purchase
Price shall be increased by the same percentage as the percentage increase in
the Spot Price of uranium on the date of Grantor's exercise of such right over
$15.80 per pound. Grantee shall purchase such portions of property as entire
sections or as much of each section as was originally conveyed by Grantor to
Grantee.
The Spot Price shall mean that price at which uranium may be purchased
for delivery within one year, as reported by TradeTech or its successors in
interest, or, in the absence of Trade Tech or a successor in interest, another
accepted industry publication.
CONVEYANCE DOES NOT INCLUDE COAL IN PLACE, INCLUDING DEVELOPMENT OR
MINING RIGHTS. This conveyance does not and is not intended to affect or
purport to affect, in any way, coal in place, including development or mining
rights related to coal, in any of the property of Grantor or any of its
subsidiaries or affiliates including, but not limited to, the San Juan Basin
Coal Holding Company, and coal in place and all such rights are EXCEPTED
herefrom and RESERVED to Grantor.
WITNESS its hand and seal this 21st day of March, 1997.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ BRUCE D. HANSEN
-----------------------------------
(Seal) Bruce D. Hansen
Senior Vice President-Corporate
Development
88
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
This instrument was acknowledged before me on March 21, 1997, by Bruce
D. Hansen as Senior Vice President- Corporate Development of Santa Fe Pacific
Gold Corporation.
(Seal) /s/ JACQUELINE WALSTON
---------------------------------------
Notary Public
My commission expires: 01/28/98
----------------
89
EXHIBIT A
CATEGORY II DEED, BERNALILLO COUNTY
Deeds Reserving Mineral Interests
Warranty Deed dated January 27, 1949, from Santa Fe Pacific Railroad Company to
Sam R. Angell, Sr.
90
EXHIBIT B
CATEGORY II DEED, BERNALILLO COUNTY
CONVEYANCE OF URANIUM RIGHTS TO URANCO
(Revised 11/7/96)
COMPANY: GOLD
STATE: NM
COUNTY: BERNALILLO
MERIDIAN: NMPM ACRES
-----
Township 11 North, Range 1 East
-------------------------------
Section 5 Lots 3-7, SW/4 NW/4, NW/4 SW/4 257.09
Section 7 All 623.58
Section 19 All 622.72
Township 11 North, Range 1 West
-------------------------------
Section 1 Lots 1-4, S/2 NE/4, S/2 NW/4, SE/4, 634.78
SW/4
Section 3 Lots 1-4, S/2 NE/4, S/2 NW/4, SE/4, 626.78
SW/4
Section 9 Lots 1-4, E/2 NE/4, E/2 SE/4 332.78
Section 11 All 640.00
Section 13 All 640.00
Section 15 All 640.00
Section 21 Lots 1-4, E/2 NE/4, E/2 SE/4 319.66
Section 23 All 640.00
Section 25 Lots 1-4, N/2 NE/4, N/2 NW/4 181.60
Section 27 Lots 1-4, N/2 NE/4, N/2 NW/4 180.40
--------
County Total 6,339.39
91
EXHIBIT C
CATEGORY II DEED, BERNALILLO COUNTY
Items Not Included in Grant
NONE
92
EXHIBIT D
CATEGORY II DEED, BERNALILLO COUNTY
Items to which Deed is Subject
Lease Option Agreement dated 10-08-97 between Cerrillos Land Co. and Santa Fe
Energy Co., as amended on July 1, 1988, and as amended on December 1, 1989, a
memorandum of which is recorded in Book 2, page 1630, in the official records
of McKinley County, New Mexico.
Real Estate Taxes for the years 1997 and subsequent years.