Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2025

Commission File Number: 001-41085

SNOW LAKE RESOURCES LTD.
(Translation of registrant’s name into English)

360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 of this Form 6-K are incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-272324).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SNOW LAKE RESOURCES LTD.

Date: April 9, 2025	By	/s/ Kyle Nazareth
		Kyle Nazareth
		Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Letter of Intent, dated February 18, 2025, between Snow Lake Resources Ltd. and Bazooka Resources Pty Ltd.
99.2		Option to Purchase Mining Property Agreement, dated February 17, 2025, by and between Bazooka Resources Pty Ltd. and the individuals party thereto
99.3		Limited Liability Company Agreement of Powder River Basin LLC (Pine Ridge Uranium Project Joint Venture)
99.4		Purchase and Sale Agreement, dated March 11, 2025, by and between Stakeholder Energy, LLC and Powder River Basin LLC
99.5		Snow Lake Resources Ltd. Shareholder Rights Plan

Exhibit 99.1

February 18, 2025

Bazooka Resources Pty Ltd.

Unit 25, 22 Railway Road

Subiaco WA 6008

Australia

Dear Sirs:

Re: Acquisition of Buffalo Uranium Project, Wyoming

This letter of intent (the “LOI”) sets out the basis on which Snow Lake Resources Ltd. (“Snow Lake”) is prepared to enter into a share purchase agreement (the “Share Purchase Agreement”) with the shareholders (collectively the “Seller”) of Bazooka Resources Pty Ltd. (“Bazooka”), and with Bazooka, pursuant to which Snow Lake will purchase, and the Seller will sell, 100% of the issued and outstanding ordinary shares (the “Bazooka Shares”) of Bazooka, thereby acquiring a 100% indirect, undivided interest in the Buffalo Uranium Project (as defined hereafter).

Upon execution by the parties hereto, this LOI will constitute a legally binding agreement between us, enforceable in accordance with its terms.

Structure of the Transaction

O. Jay Gatten, Oren S. Gatten and James D. Rasmussen (the “Claim Holders”) are currently the sole registered, legal and beneficial owners of 100% of right, title and interest in and to the mineral claims (the “Mineral Claims”), all as more particularly described in Schedule A hereto (the “Buffalo Uranium Project”).

The Claim Holders and Bazooka entered into an option to purchase mining property agreement (the “Option Agreement”) dated February 17, 2025, pursuant to which the Claim Holders granted Bazooka the sole and exclusive option to purchase a 100% undivided interest in and to the Mineral Claims, a copy of which is attached as Schedule B hereto.

Snow Lake will acquire its 100% indirect, undivided interest in the Buffalo Uranium Project through a purchase from the Seller of 100% of the Bazooka Shares.

Share Purchase Agreement

Snow Lake, the Seller, and Bazooka will use reasonable commercial efforts to enter into the Share Purchase Agreement within 45 calendar days of execution of this LOI (the “Deadline”), such Share Purchase Agreement to supersede this LOI in its entirety. If, for any reason, the parties are unable to enter into and execute the Share Purchase Agreement prior to the Deadline, then the parties agree to permit an additional 30 calendar days within which to enter into and execute the Share Purchase Agreement.

The Share Purchase Agreement will contain customary representations and warranties by each of the parties in favour of the other parties, and such other customary terms, covenants and conditions as would be customary for a transaction of this nature. Snow Lake and its counsel will have primary responsibility for preparing the Share Purchase Agreement.

Consideration for the Acquisition of Bazooka

Snow Lake will purchase the Bazooka Shares in consideration of:

Initial Cash Payment: Payment by Snow Lake to Bazooka of the amount of US$50,000 in cash upon execution of this LOI, which amount represents the amount paid by Bazooka to the Claim Holders in accordance with Section 1 (a) of the Option Agreement;

Closing Cash Payment: Payment by Snow Lake to the Claim Holders of the amount of US$200,000 in cash on the Closing Date (as defined in the Option Agreement) and, for greater certainty, the Closing Date will coincide with and be the same date as the closing of the purchase of the Bazooka Shares by Snow Lake; and

Closing Issuance of Snow Lake Shares: Allotting and issuing to the Seller on the Closing Date, an aggregate of that number of fully paid and non-assessable common shares of Snow Lake (the “Snow Lake Shares”) that have a value of US$400,000 calculated in accordance with the 10-day volume weighted average closing price of Snow Lake’s common shares for the 10 trading days immediately prior to the Closing Date;

First Milestone Payment: Payment by Snow Lake to the Claim Holders of:

the amount of US$450,000 in cash (the “First Milestone Payment”) on the date (the “First Publication Date”) that an SK-1300 compliant technical report is published and which indicates that there is a uranium mineral resource on the Buffalo Uranium Project of a minimum of 10 million pounds U₃O₈with a minimum average grade >0.2% U₃O₈,, or 2.5 million pounds U₃O₈with a minimum average grade >1.0% U₃O₈;

or, at Snow Lake’s sole election;

ii)

that number of Snow Lake Shares that have a value of US$450,000, based on the 10-day volume weighted average closing price of the common shares of Snow Lake for the 10 trading days immediately preceding the First Publication Date;

all in accordance with Section 2 (a) of the Option Agreement;

Second Milestone Payment: Payment by Snow Lake to the Claim Holders of:

iii)

the amount of US$450,000 in cash (the “Second Milestone Payment”) on the date (the “Second Publication Date”) that an SK-1300 compliant technical report is published and which indicates that there is a uranium mineral resource on the Buffalo Uranium Project of a minimum of 20 million pounds U₃O₈, with a minimum average grade >0.2% U₃O₈, or 5 million pounds U₃O₈with a minimum average grade >1.0% U₃O₈;

or, at Snow Lake’s sole election;

all in accordance with Section 2 (b) of the Option Agreement; and

Net Smelter Royalty: Snow Lake acknowledges that the Claim Holders retain a 1.5% net smelter royalty return (the “Royalty”) on the Mineral Claims, and that Bazooka will have the contractual right under the Option Agreement to purchase the Royalty from the Claim Holders at any time, and from time to time, for an aggregate amount of US$1.5 million in cash;

subject, for subsections 3 (b) to (f) above, to the condition that Bazooka has elected to exercise the option under the Option Agreement, and has provided the Exercise Notice to the Claim Holders in accordance with the terms and conditions of Section 1 (b) of the Option Agreement.

Representations & Warranties of the Seller and Bazooka

The Seller and Bazooka jointly and severally represent and warrant to and in favour of Snow Lake, and acknowledges that Snow Lake is relying upon such representations and warranties in connection with the matters contemplated by this LOI:

(a)

Incorporation - Bazooka: Bazooka is a corporation duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licenses and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceeding have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and Bazooka has all requisite power and authority to enter into this LOI, the Share Purchase Agreement, and to carry out its obligations hereunder and thereunder, as well as under the Option Agreement;

(b)

Authorized and Issued Share Capital: As at the date of this LOI, a total of 4,000,000 ordinary shares were issued and outstanding as fully paid ordinary shares of Bazooka;

(c)

No Options on Securities: No person, firm or corporation has or will have at the date of this LOI, any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase of any unissued shares or securities of Bazooka;

(d)

No Undisclosed Liabilities: Bazooka has no outstanding indebtedness or liabilities and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person, or incurred in the ordinary course of business since the date of the most recent financial statements of Bazooka; and

(e)

Option to Purchase Agreement: The Option Agreement is in full force and effect and Bazooka has made the initial payment of US$50,000 to the Claim Holders in accordance with Section 1 (a) of the Option Agreement;

(f)

Title to Mineral Claims: The Claim Holders are the sole registered and beneficial owners of 100% of right, title and interest in and to the Buffalo Uranium Project, sufficient to permit Snow Lake to explore the minerals relating thereto; and

(g)

Surface Rights & Access Agreements: The Claim Holders have the right to obtain all necessary surface rights, access rights and other necessary rights relating to the Mineral Claims, notwithstanding that the Claim Holders have not yet entered into surface rights and/or land access agreements with respect to the Mineral Claims.

Representations & Warranties of Snow Lake

Snow Lake represents and warrants to and in favour of the Seller and Bazooka, and acknowledges that the Seller and Bazooka are relying upon such representations and warranties in connection with the matters contemplated by this LOI:

Incorporation: Snow Lake is a corporation duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licenses and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceeding have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and Snow Lake has all requisite power and authority to enter into this LOI, the Share Purchase Agreement, and to carry out its obligations hereunder and thereunder; and

Authorized and Issued Share Capital: The authorized capital of Snow Lake consists of an unlimited number of common shares without par value, of which, as at the date of this LOI, a total of 98,529,516 common shares were issued and outstanding as fully paid and non-assessable common shares of Snow Lake.

Publicity

As a Canadian company listed on NASDAQ, Snow Lake will make a public announcement regarding entering into the LOI, and a further announcement regarding entering into the Share Purchase Agreement. Snow Lake will allow Bazooka to review and provide reasonable comments on Snow Lake’s press releases prior to issuance.

If the foregoing accurately reflects our previous discussions please execute and return one copy of this LOI to us.

Sincerely,

Snow Lake Resources Ltd.

Frank Wheatley

Chief Executive Officer

Agreed to and acknowledged this 18^th day of February 2025.

Bazooka Resources Pty. Ltd.

(on behalf of itself and on behalf of the Seller)

Mike Haynes

Director

Schedule A – Description of Mineral Claims

Figure 1. Location of the Buffalo Uranium Project, Wyoming.

The Mineral Claims are comprised of the following sixteen unpatented lode mining claims situated in Sections 13, 14 and 24 Township 27N & Range 84W, in Carbon County, Wyoming, as follows:

Case Filing Number	MLRS Lead File Number	MLRS Serial Number	Claim Name	Receipt Number
CF-141687	WY106697408	WY106697408	BUF100	5403160
CF-141687	WY106697408	WY106697409	BUF101	5403160
CF-141687	WY106697408	WY106697410	BUF102	5403160
CF-141687	WY106697408	WY106697411	BUF103	S403160
CF-141687	WY106697408	WY106697412	BUF104	5403160
CF-141687	WY106697408	WY106697413	BUF105	5403160
CF-141687	WY106697408	WY106697414	BUF106	5403160
CF-141687	WY106697408	WY106697415	BUF107	5403160
CF-141687	WY106697408	WY106697416	BUF108	5403160
CF-141687	WY106697408	WY106697417	BUF109	5403160
CF-141687	WY106697408	WY106697418	BUF110	5403160
CF-141687	WY106697408	WY106697419	BUF111	5403160
CF-141687	WY106697408	WY106697420	BUF112	5403160
CF-141687	WY106697408	WY106697421	BUF113	5403160
CF-141687	WY106697408	WY106697422	BUF114	5403160
CF-141687	WY106697408	WY106697423	BUF115	5403160

Schedule B – Option to Purchase Mining Property Agreement

OPTION TO PURCHASE MINING PROPERTY AGREEMENT

THIS OPTION TO PURCHASE MINING PROPERTY AGREEMENT (“Agreement”), is made and entered into this 17^th day of February, 2025, (“Execution Date”) by and between O. Jay Gatten, Oren S. Gatten and James D. Rasmussen with address at 447 North 300 West Suite #3, Kaysville, Utah 84037 hereinafter collectively “OWNER”, and Bazooka Resources Pty Ltd, an Australian company, with address at Unit 25, 22 Railway Road, Subiaco WA, 6008, Australia (hereinafter “OPTIONEE”). For purposes herein, Owner and/or Optionee may be variously referred to as a “Party”, or together, as “Parties”.

WITNESSETH:

This Agreement is made and entered into with reference to the following facts:

A. Owner has sole and exclusive right, title and interest in and to that certain property located in Carbon County in the State of Wyoming, consisting of sixteen (16) unpatented mining claims, all as more particularly described in Schedule A attached hereto and incorporated herein by this reference, and commonly referred to as the “Buffalo Uranium Project” (the “Property”). As defined and used herein, the term “Property” shall include (i) any and all royalty rights and interests in or related to the Property, (ii) all prospecting, research, exploration, exploitation, operating and mining permits, licenses and leases associated therewith, if any, held or controlled by Owner, (iii) all easement, access, mineral, surface, water and ancillary or appurtenant rights attached or accruing thereto, if any, and (iv) any mining license or other form of substitute or successor mineral title or interest granted, obtained or issued in connection with or in place of or in substitution therefore, including, without limitation, any property issued to cover any internal gaps or fractions in respect of the mining claims.

B. Owner desires to grant Optionee, and Optionee desires to acquire an option to purchase the Property from Owner, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed by the parties as follows:

Grant of Option; Consideration. Owner hereby grants Optionee the exclusive option to purchase the Property, together with other rights to conduct due diligence and mining-related activities on the Property, all pursuant to the terms of this Agreement (“Option”).

a. Included in the rights granted hereunder, Optionee shall have an exclusive 45-day period to conduct further due diligence on the Property (“Due Diligence Period”). As full consideration for this Due Diligence Period, Optionee shall pay Owner the non-refundable sum of US$50,000 within 24 hours of execution of this Agreement (“Initial Option Consideration”), receipt and sufficiency of which is hereby acknowledged by Owner.

b. Within 45 calendar days of the Execution Date, Optionee shall advise Owner, in writing (the “Exercise Notice”), of its decision to either exercise or not exercise the Option to purchase the Property hereunder. In order to exercise the Option and purchase the Property, at Closing, Optionee shall pay to Owner a total of US$200,000 in cash (the “Exercise Price”). At Closing, Owner shall deliver to Optionee a quit claim deed (together with other appropriate documentation deemed necessary by counsel for Optionee), conveying to Optionee (or its nominee) the 100% interest in and to all sixteen (16) unpatented mining claims that comprise the Buffalo Uranium Project/Property (“Property Purchase Date”).

In furtherance of this Agreement, Owner agrees that it has, prior to the execution of this Agreement, provided to Optionee any and all of the information and documents related to the Property, whether in paper or electronic form, requested in Schedule B attached hereto (“Mining Disclosures”). Optionee shall keep all such information and documents confidential and not disclose them to any person who is not a principal or agent of Optionee with a “need to know”.

Additional Consideration Upon Purchase of Property.

As additional consideration hereunder, upon Purchase of the Property, Owner shall be entitled to receive:

A payment of cash and/or shares in Optionee’s parent company (at Optionee’s election) of US$450,000 within 5 business days of Optionee, or its parent company, publishing a Resource on the Property of more than 10 million pounds of U₃O₈at a grade >0.2% U₃O₈, or 2,500,000 pounds of U₃O₈at a grade >1.0% U₃O₈(“Resource Milestone 1”). The share valuation, for purposes of this Agreement, shall be based on the 10-day volume weighted average closing price for the ten (10) trading days immediately preceding the date of the share issue (“10-day VWAP”);

An additional payment of cash and/or shares in Optionee’s parent company (at Optionee’s election) of US$450,000 within 5 business days of Optionee, or its parent company, publishing a Resource on the Property of more than 20 million pounds of U₃O₈at a grade >0.2% U₃O₈, or 5,000,000 pounds of U₃O₈at a grade >1.0% U₃O₈(“Resource Milestone 2”). The share valuation, for purposes of this Agreement, shall be based on the 10-day VWAP; and

A 1.5% Net Smelter Returns (“NSR”) royalty payable on any production from the mining claims described in Schedule A as calculated and determined in accordance with Schedule C. At any time, Optionee may buy 100% of this royalty by paying Owner the sum of US$1,500,000 in cash.

Additional Option Terms and Conditions. The terms and conditions relating to the Option shall be as follows:

(a) Payment of Option Exercise Price. The cash portion of the Option Exercise Price shall be payable by wire transfer, as provided in writing by the Owner before the due date.

(b) Option Expiry Date; Termination; Liquidated Damages. The Option to purchase the Property shall expire 45 calendar days after the Execution Date, at 5:00 p.m. Pacific Time (the “Expiry Date”). Thereafter, this Option shall be null, void and worthless, and this Agreement will stand terminated. In the event Optionee fails to exercise this Option before the Expiry Date, Owner shall be entitled to keep the full amount of the Consideration paid pursuant to Section 1 above. No other rights, remedies or damages of any nature will be available to Owner or payable by Optionee. The parties expressly agree these terms have been negotiated between them and are fair and reasonable in all respects.

(c) Area of Interest. An area of interest of three (3) miles within the exterior boundaries of the 16 unpatented mining claims described in Schedule A shall apply to this Agreement (the “Area of Interest”), whereby:

(i) Owner, or its affiliates, will not secure additional mineral rights within the Area of Interest without Optionee’s express permission; and

(ii) If Optionee, or its affiliates, secures additional mineral rights within the Area of Interest then any mineral resources delineated within the Area of Interest will be included in calculations to determine whether Resource Milestone 1 and Resource Milestone 2 have been satisfied. For clarity, no royalty will be payable to Owner on additional mineral rights secured within the Area of Interest.

Representations and Warranties of the Parties:

(a)

The Owner represents and warrants by, through and under it only, in favor of Optionee that:

(i) it is the sole and exclusive, undivided legal and beneficial owner of 100% interest in the Property;

(ii) No notices to, or consents, authorizations or approvals of any person or entity are required (which have not been given to or received by the Owner) for the execution, delivery and performance by the Owner of its obligations as contemplated hereunder;

(iii) This Agreement has been duly executed and delivered by and constitutes a valid and legally binding obligation of the Owner, enforceable against the Owner by Optionee in accordance with the terms hereof, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles;

(iv) The Owner has not assigned, or agreed to assign, all or any part of its right, title or interest in and to the Property, or royalty interests, if any, to any other person or entity, or entered into any other contracts to sell, transfer, mortgage, or assign the Property, or any portion thereof, and during the term of this Agreement, Owner shall not take any action to adversely affect the rights of OPTIONEE hereunder;

(v) There are no disputes between the Owner and any other party in respect of the Property or the underlying claims;

(vi) Owner has full power and authority to sell, transfer and assign the Property to OPTIONEE, in accordance with the terms of this Agreement;

(vii) Owner is not in breach of any of its obligations under any agreement relating to the Property;

(viii) Owner is qualified to own and dispose of the Property;

(ix) The parties expressly agree that OPTIONEE shall not, by the terms thereof, assume liability for damages to the Property or responsibility for reclamation or environmental obligations accruing as a result of any actions or operations on the Property prior to the Closing and then, only for such operations as may be conducted on the Property by OPTIONEE after Closing, and Owner shall indemnify and hold OPTIONEE harmless from any and all claims, causes of action, penalties, fines, or other court costs and reasonable attorney’s fees, that may arise from, actions or operations conducted by Owner on the Property prior to the Closing of the Agreement.

(b)

The OPTIONEE represents and warrants in favor of Owner that:

(i) This Agreement has been duly executed and delivered by and constitutes a valid and legally binding obligation of OPTIONEE, enforceable against the OPTIONEE by Owner in accordance with the terms hereof, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles;

(ii) From and after the date hereof, if OPTIONEE elects to exercise the Option to purchase the Property, OPTIONEE shall assume liability for damage to the Property and responsibility for reclamation or environmental obligations accruing as a result of any actions or operations on the Property from and after the date of the Closing of the purchase of the Property.

(iii) OPTIONEE shall indemnify and hold Owner harmless from any and all claims, causes of action, penalties, fines, or other court costs and reasonable attorneys’ fees, that may arise from, actions or operations conducted on the Property from and after the Property Purchase Date.

(c) The representations and warranties made herein by the Owner and OPTIONEE are true and correct as of the date of this Agreement and shall survive the consummation of the transactions contemplated hereby, and the Closing, as defined below.

Closing. Upon exercise of the Option, the closing of the purchase of the Property (“Closing”) shall take place at 2:00 p.m. (Salt Lake City, Utah time ) or at such other time as may be mutually agreed upon by OPTIONEE and the Owner (the “Time of Closing”) on such date as may be mutually agreed upon in writing by OPTIONEE and the Owner (the “Closing Date”) at such place as is mutually agreed upon in writing by OPTIONEE and the Owner.

Conditions of Closing. OPTIONEE shall not be obligated to complete the purchase of the Property unless the following conditions have been satisfied on or before the Time of Closing on the Closing Date, or have been waived, in whole or in part, in writing, by OPTIONEE:

(a) Revisions. The Property shall not have been revised, supplemented, restated or replaced and shall be in the form of the property description attached hereto as Schedules A;

(b) Title. The parties agree that Owner has furnished to OPTIONEE such monuments of title to the Property as Owner has in its possession. Should OPTIONEE’s independent examination of title show, in OPTIONEE’s opinion, defects in the rights and interests of Owner in and to the Property, then OPTIONEE shall have the right, but not any obligation either to extend the Closing Date for sixty (60) calendar days following the Expiry Date, as to the Property only, and for Owner to do what it deems necessary, at its sole expense, to perfect said title to OPTIONEE’s satisfaction,, or alternatively, OPTIONEE may terminate this Agreement and Owner shall, within fifteen (15) calendar days after Owner receives written notice of such termination due to title defects with regard to the Property, return to OPTIONEE the full Consideration paid hereunder, without interest or deduction.

(c) Execution of Documents. Execution and delivery of all necessary formal documentation, in form and content satisfactory to OPTIONEE, and its counsel, acting reasonably, including:

(i)

Owner shall execute and deliver to OPTIONEE a Wyoming form Quit Claim Deed as to the Property, in a recordable form deemed appropriate to legal counsel for OPTIONEE;

(ii)

a duly executed Deed with Reservation of Royalty in the form attached to this Agreement as Schedule C (the “Deed”); and

(ii)

Such other documents, agreements and instruments of assignment, conveyance or transfer, or otherwise, as OPTIONEE or its legal counsel may, in writing, reasonably request in connection with the exercise of the Option, and the sale, transfer and assignment of the Property to OPTIONEE.

(d) Execution. The Owner shall have taken all necessary action required to authorize the execution of and performance by the Owner of its obligations under this Agreement and all other agreements or documents contemplated herein.

Material Agreements. During the period from the date hereof to and including the Closing, Owner shall provide to OPTIONEE copies of all material agreements relating to the Property, if any, which are in the Owner’s possession. See Schedule B attached hereto.

Investigations. The Owner has provided to OPTIONEE such data and other information relating to the Property as OPTIONEE has reasonably requested and which is in the Owner’s possession. During the period from the date hereof to and including the Closing, the Owner shall cause its appropriate and most knowledgeable personnel and agents to be available to discuss with OPTIONEE matters relating to the Property.

Assignment of Rights. The Owner agrees and acknowledges that, from and after the Execution Date, the rights and obligations of OPTIONEE pursuant to this Agreement, and all other documents and instruments to be executed by the Owner in favor of OPTIONEE may be assigned in whole or in part to any affiliate of OPTIONEE, without the consent of the Owner. The Owner agrees and acknowledges that the rights and obligations of the Owner pursuant to this Agreement and all other documents and instruments to be executed by OPTIONEE in favor of the Owner may not be assigned in whole or in part by the Owner without the prior written consent of OPTIONEE, acting reasonably.

10.

Governing Law. This Agreement shall be solely and exclusively governed by and construed in accordance with the laws of Wyoming, and exclusive jurisdiction and venue for any and all purposes hereunder shall be in Casper, Wyoming.

11.

Notices. Any notice, demand or other communication required or permitted to be given to any party hereunder shall be in writing and shall be either:

(a) Personally delivered; or

(b) Sent by same day or next day FedEx courier; or

(d) Sent by prepaid registered mail.

Any notice so given shall be sent to the parties at the following respective addresses:

If to OWNER:

Oren Gatten

447 North 300 West Suite #3,

Kaysville, Utah 84037

Phone: (801) 725-6920

E-mail: orengatten@namineservices.com

If to OPTIONEE:

Bazooka Resources Pty Ltd

Unit 25, 22 Railway Road

Subiaco, WA 6008, Australia

Phone: +61 8 9226 1356

E-mail: mhaynes@mqbventures.com

Any party may from time to time change its address by written notice to the other parties given in accordance with the provisions hereof. Any notice or communication sent by courier or given by personal delivery shall be deemed to be received on the date of delivery; any notice sent by email shall be deemed to be received on the date of the sending of the email, as the case may be; and any notice sent by prepaid registered mail shall be deemed to be received on the date shown on the postal receipt.

12.

Further Assurances. Each of the parties hereto covenants and agrees that at any time and from time to time hereafter it shall, upon the request of the other party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required for the better carrying out and performance of all the terms of this agreement.

13.

Interpretation. In this Agreement, unless there is something in the subject matter or context inconsistent herewith:

(a) Singular and Plural. Words in the singular include the plural and such words shall be construed as if the plural had been used, words in the plural include the singular and such words shall be construed as if the, singular had been used, words importing the masculine gender include the female gender and the neuter and shall be construed as if the corresponding word importing the female gender or the neuter had been used, and words importing the neuter include the masculine gender and the female gender and shall be constructed as if the corresponding word importing the masculine gender or the female gender had been used, where the context or a party hereto so requires, and the rest of the sentence shall be construed as if the grammatical and terminological changes thereby rendered necessary had been made;

(b) Interpretation. “This Agreement”, “hereto”, “herein”, “hereby”, “‘hereunder”, “hereof” and similar expressions refer to this agreement and not to any particular section, paragraph, subparagraph, clause, sub clause or other portion of this agreement and include any and every agreement supplemental or ancillary to this agreement;

(c) Heirs. A reference to any one or more parties to this agreement shall be deemed to include a reference to the respective heirs, executors, administrators, personal representatives, successors and assigns of each such party; and

(d) Currency. Unless otherwise specifically provided, all references to dollar amounts in this agreement are in lawful money of the United States of America.

14.

Counterparts. This agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constituted but one and the same instrument.

15.

Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Nothing herein express or implied is intended to confer upon any person, other than the parties hereto and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this agreement.

16.

Entire Agreement. This agreement and all other documents executed in connection with or pursuant to this agreement constitute the entire agreement between the parties hereto and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied with respect to the subject matter hereof.

17.

Amendment. No modification or amendment to this Agreement may be made unless agreed to by the parties hereto in writing.

18.

Indemnity by Owner. Owner shall indemnify Optionee against any loss, damage, cost or expense that Optionee shall incur or suffer as a result of the breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or representation made by Owner herein and for the benefit of Optionee.

19.

Indemnity of Optionee. Optionee shall indemnify Owner against any loss, damage, cost or expense that Owner shall incur or suffer as a result of the breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or representation made by Optionee herein to and for the benefit of Owner.

20.

Broker’s /Finder’s Fees. The parties warrant to and with each other that the transaction evidenced by this Agreement was initiated, negotiated and completed by the parties hereto directly, as principals, and without the intervention of any broker, dealer, agent or finder, except as otherwise provided herein. Each party agrees to indemnify and hold the other party harmless from and against any loss, damage, cost or expense, including without limitation, attorneys’ fees and litigation expenses, resulting from any breach or breaches of the foregoing warranty.

21.

Risk of Loss. Risk of loss, damage, or destruction of the Property shall remain with Owner until the Closing, at which time risk of loss, damage or destruction of the Property shall pass to Optionee.

22.

Attorneys’ Fees and Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

23.

Sole and Exclusive Method of Dispute Resolution. Any and all disputes or disagreements arising under or relating to this Agreement, whether to determine damages or seek any other remedy, or based on any claim of breach of or non-performance under this Agreement, of whatsoever nature or extent (“Disputes”), shall be resolved solely and exclusively by mediation or arbitration. Mediation or arbitration are the sole and exclusive dispute resolution protocols between the parties to this Agreement, and shall proceed as follows:

a. Mediation. The Parties agree to negotiate in good faith regarding any Disputes. Any Disputes that cannot be resolved through good faith negotiations shall be subject to mediation. Mediation shall be conducted by one mediator who shall be selected jointly by the parties within ten (10) days after notice of the request for mediation, but if the parties cannot agree on a mediator, each Party shall select one mediator within five (5) days after the parties’ failure to agree upon a mediator and the two mediators so selected shall jointly appoint a single mediator to conduct the mediation. The mediation shall be non-binding and shall commence within 30 days after the selection of the mediator. Each Party shall attend the mediation personally and with any representatives they desire. The expenses of the mediation shall be shared equally by the parties. Each Party shall pay their respective attorney’s fees, if any. The mediation shall continue until the dispute is settled or the mediator declares impasse. Mediation shall take place in Casper, Wyoming.

b. Arbitration. If the mediator declares impasse or if any Disputes cannot be resolved through mediation, the remaining issue(s) shall be submitted to binding and non-appealable arbitration. Except as expressly provided otherwise in this Agreement, the Arbitration shall be conducted in accordance with the rules for the resolution of commercial disputes of the American Arbitration Association (“AAA”), but need not be conducted by the AAA or its arbitrators. The mediator shall provide a list of at least five (5) arbitrators, each of whom the mediator reasonably believes to be knowledgeable in the general subject(s) of the Dispute. The mediator shall, by blind drawing, determine which of the parties shall have the first strike. That Party may strike one of the five (5) arbitrators on the mediator’s list. The other Party may then strike a second arbitrator on that list. The Party which had the first strike shall then have another strike, to strike another arbitrator on that list, and the other Party shall then have another strike to strike a fourth arbitrator from that list. The remaining arbitrator shall conduct the arbitration. The prevailing Party in the arbitration shall be entitled, in addition to any award by the arbitrator, to payment of all attorney’s fees and costs incurred by the prevailing Party from the date of commencement of the arbitration protocol and proceedings.

c. Period for bringing claims. A written notice of a claim arising from a Dispute must be served on the other parties within sixty (60) days of the date a Party became aware of a breach of this Agreement or Dispute, or it shall be forever waived. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The notice shall be sent to the other Party by certified or registered mail, return receipt requested, at the address set forth for the Party in this Agreement.

EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, ITS SUCCESSSORS AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY WAY HERETO.

Executed by the parties hereto on the dates shown below:

Bazooka Resources Pty Ltd

By:
	Authorized Signatory

	Michael Haynes
	Print Name

	Sole Director and Secretary
	Title

Date: February 17, 2025

Schedule A

Unpatented Mining Claims
Carbon County, Wyoming

An Undivided one hundred percent (100%) interest in and to the following unpatented mining claims:

Case Filing Number	MLRS Lead File Number	MLRS Serial Number	Claim Name	Receipt Number
CF-141687	WY106697408	WY106697408	BUF100	5403160
CF-141687	WY106697408	WY106697409	BUF101	5403160
CF-141687	WY106697408	WY106697410	BUF102	5403160
CF-141687	WY106697408	WY106697411	BUF103	S403160
CF-141687	WY106697408	WY106697412	BUF104	5403160
CF-141687	WY106697408	WY106697413	BUF105	5403160
CF-141687	WY106697408	WY106697414	BUF106	5403160
CF-141687	WY106697408	WY106697415	BUF107	5403160
CF-141687	WY106697408	WY106697416	BUF108	5403160
CF-141687	WY106697408	WY106697417	BUF109	5403160
CF-141687	WY106697408	WY106697418	BUF110	5403160
CF-141687	WY106697408	WY106697419	BUF111	5403160
CF-141687	WY106697408	WY106697420	BUF112	5403160
CF-141687	WY106697408	WY106697421	BUF113	5403160
CF-141687	WY106697408	WY106697422	BUF114	5403160
CF-141687	WY106697408	WY106697423	BUF115	5403160

Schedule B

Mining Disclosure Requirements

Owner represents and warrants that, as of the date of the execution of this Agreement, Owner has provided to Optionee any and all of the following information and documents related to the Property, whether in paper or electronic form, in the possession or control of Owner:

Regarding Owner’s right to hold or operate the Property:

copy of agreement giving rights, which should show:

brief description of title, deed, claim, lease or other right;

ii.

any conditions Optionee needs to meet to retain/maintain the Property in good standing; and

Maps, if available.

Brief history of previous operations on the Property, including the names, addresses, phone numbers and e-mail addresses of previous operators, including period(s) of operations, if known.

Brief description of work completed on the Property, including:

work completed by Owner and/or predecessor owner(s) on the Property;

Owner’s and/or predecessor owner(s) proposed program of exploration and development;

current state of exploration and/or development of the Property;

identify all mines, including whether they are open-pit or underground;

Description of any and all known reserves and protocols used to ascertain same.

Regarding plant and equipment:

age;

details as to modernization;

physical condition, including subsurface improvements;

total cost for each item of plant and equipment; and

Source of power to or for each mining claim included in the Property.

Brief description of the rock formations and mineralization of existing or potential significance on the Property, including:

Identity of principal metallic or other constituents, insofar as known.

Complete copy of every engineering, geological or metallurgical report concerning or relating to the Property, including government reports, if known and available to the Owner, including the name of the author and date of preparation of each report, if known.

Copies of all documents, such as title documents, operating permits and easements, to support any of the above information.

Schedule C

Form of Deed with Reservation of Royalty

[See attached.]

APNs: N/A (Unpatented Mining Claims)

Recorded at the request of,

after recording return to:

_________ LLC

[Address]

The undersigned hereby confirm that there are no

social security numbers on this document.

DEED WITH RESERVATION OF ROYALTY

(Carbon County, Wyoming)

This Deed with Reservation of Royalty (the “Deed”) is dated effective _____________ ___, 20__ (the “Effective Date”), from O. Jay Gatten, Oren S. Gatten and James D. Rasmussen, all collectively “Grantor”, to ________LLC, a Wyoming limited liability company (“Grantee”), with an address of ________________. Grantor and Grantee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals

Grantor owns sixteen (16) unpatented mining claims situated in Sections 13, 14 and 24 Township 27N & Range 84W, in Carbon County, Wyoming, which are more particularly described in Schedule A attached to and by this reference incorporated in this Agreement (the “Property”).

Grantor, Grantee, and Grantee’s parent company, Bazooka Resources Pty Ltd, entered into an Option to Purchase Mining Property Agreement dated February ___, 2025 (the “Agreement”), pursuant to which, among other things, Grantor granted to Grantee the right and option to purchase all of Grantor’s right, title, and interest in and to the Property.

The Parties have closed the purchase and sale of the Property contemplated in the Agreement and Grantor now wishes to convey to Grantee all of Grantor’s right, title, and interest in the Property, subject to the terms and conditions of this Deed.

Conveyance

Now, therefore, in consideration of the Parties’ rights and obligations under the Agreement, and other good and valuable consideration, the receipt of sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Deed. Grantor does hereby grant, convey, and transfer to Grantee, and Grantee’s assigns and successors forever, all of Grantor’s right, title and interest in and to the Property, including after-acquired title, except and subject to Grantor’s reserved Royalty as provided in Section 2, and the Parties’ rights and obligations under this Deed.

2. Royalty. Grantor does hereby grant, reserve and retain to themselves, and Grantor’s assigns and successors forever, and Grantee agrees and covenants to pay and grants to Grantor, and Grantor’s assigns and successors, a production royalty (the “Royalty”) equal to one and one half percent (1.5%) of the Net Smelter Returns, as defined in Exhibit 1, from the production or sale of Minerals from the Property, subject to the Royalty-Buy Down Option described in Section 2.5 below.

2.1 Burden on Property. Grantee’s agreement and covenant to pay the Royalty are covenants coupled with an interest in the Property and shall burden and run with the Property, including any additions to the Property and all after-acquired title.

2.2 Payment of Royalty. Grantee shall calculate the Royalty quarterly and Royalty payments shall be due and payable by the thirtieth (30th) day following the end of each calendar quarter during which Grantee mines, removes or sells Minerals from the Property. Grantee shall quarterly deliver to Grantor a statement sufficient to allow Grantor to determine the method of calculation of each Royalty payment and the accuracy of such payment. Each statement which Grantee delivers to Grantor shall be deemed to be correct and binding on Grantor unless, within twelve (12) months following Grantor’s receipt of such statement, Grantor notifies Grantee in writing that they dispute the correctness of such statement and specifies its objections. If Grantee does not timely pay the Royalty, Grantor may give written notice to Grantee that Grantee is in default of its obligations under this Deed, and unless within five (5) business days following receipt by Grantee of such notice Grantor receives the delinquent Royalty payment, then Grantee shall pay interest on the delinquent payment at the Interest Rate which shall accrue from the day the delinquent Royalty payment was due to the date of payment of the Royalty and accrued interest.

2.3 Production Records. Grantee shall keep accurate, correct and true accounts, books and records of all of its activities, operations and the production and sale of Minerals on or from the Property.

2.4 Delivery of Payments. Grantee shall deliver all payments payable to the Grantor under this Deed to Grantor on or before the due date by check or wire transfer to an account which Grantor designates.

2.5 Royalty Buy-Down Option. Grantee shall have the option (the “Royalty Buy-Down Option”) to reduce the Royalty percentage rate held by Grantor to nil (0.0%), which shall be exercisable by Grantee at any time in its sole discretion. The total purchase price on Grantee’s exercise of the Royalty Buy-Down Option shall be One Million and Five Hundred Thousand Dollars (US$1,500,000). Grantee shall deliver written notice to Grantor of its exercise of the Royalty Buy-Down Option, and the parties shall close royalty reduction contemplated in this Section 2.5 not less than thirty (30) days following Grantee’s delivery of its notice.

3. Commingling. Grantee shall have the right to commingle Minerals from the Property with minerals mined from other properties. Before Grantee commingles any Minerals produced from the Property with minerals from other properties, the Minerals produced from the Property and other properties shall be measured and sampled in accordance with sound mining and metallurgical practices for metal, commercial minerals and other appropriate content. Grantee shall keep accounts and records of all such samples and measurements. From this information, Grantee shall determine the amount of the Royalty due and payable to Grantor for Minerals produced from the Property which are commingled with minerals from other properties.

4. Stockpiling. Grantee may stockpile any materials, Minerals or ores from the Property at such place or places as Grantee elects. Before Grantee stockpiles or stores materials, Minerals or ores off the Property, Grantee shall first execute and cause the owner of such other property to execute a written instrument which recognizes Grantor’s Royalty interest in and to the stockpiled materials, Minerals and ores and which assures and grants to Grantor and Grantee rights of access and use so as to process or retrieve such materials, Minerals or ores.

Compliance with Laws, Reclamation, Environmental Obligations and Indemnities.

5.1 Compliance with Laws. Grantee shall comply with all applicable federal, state and local laws, regulations and ordinances relating to Grantee’s activities and operations on or relating to the Property.

5.2 Reclamation, Environmental Obligations and Indemnities. Grantee shall perform all reclamation required under federal, state and local laws, regulations and ordinances relating to Grantee’s activities or operations on or relating to the Property. Grantee shall defend, indemnify and hold harmless Grantor from and against any and all actions, claims, costs, damages, expenses (including attorney’s fees and legal costs), liabilities and responsibilities arising from or relating to Grantee’s activities or operations on or relating to the Property, including those under laws, regulations and ordinances intended to protect or preserve the environment or to reclaim the Property. Grantee’s obligations under this Section 5.2 shall survive the abandonment, surrender or transfer of the Property.

6. No Development Covenants. Grantee shall have sole discretion to decide the timing, rate, manner and method of production of Minerals from the Property. Grantee may delay, suspend, curtail, cease and modify any and all operations as it in its sole discretion may deem appropriate. Grantor’s interest in the Property shall be solely that of a nonadministrative, nonexecutive and non-participating royalty holder and Grantor shall have no right to participate or influence management or decision-making regarding operations on the Property. The Parties expressly disclaim any implied covenants or obligations of diligence regarding operations on the Property, including without limitation exploration, development, mining and processing operations. Grantor acknowledges that it has received adequate consideration under the Agreement and in this Deed in lieu of any such implied covenants and obligations.

7. Nature of Relationship. Nothing in this Deed shall be deemed to constitute either Party the partner of the other, nor to constitute either Party the agent or legal representative of the other, nor to create any fiduciary relationship between them. It is not the intention of the parties to create, nor shall this Deed be construed to create, any mining, commercial or other partnership. Neither Party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Party, except as otherwise expressly provided in this Deed. The rights, duties, obligations and liabilities of the parties shall be several and not joint or collective. It is the express purpose and intention of the parties that Grantor shall receive only the Royalty interest in the Property and the contractual rights provided in this Deed and that Grantor shall have no other right, title or interest in and to the Property.

General Provisions.

8.1. Conflict. If a conflict arises between the provisions of this Deed and the provisions of the Agreement, the provisions of the Deed shall prevail.

8.2. Additional Documents. The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

8.3. Binding Effect. All the covenants, conditions, and terms of this Deed shall bind and inure to the benefit of the Parties and their successors and assigns.

8.4. No Implied Covenants. The Parties agree that there are no implied covenants or duties relating to or affecting any of their respective rights or obligations under this Deed, and that the only covenants or duties which affect such rights and obligations shall be those expressly stated in this Deed.

8.5. Governing Law. This Deed is to be governed by and construed under the laws of the State of Nevada. Any dispute concerning the construction or enforcement of this Deed shall be heard in the Wyoming District Court, Casper, Wyoming.

8.6. No Waiver. No waiver of any breach or default of any one or more of the conditions, covenants or obligation of this Deed by any party shall be deemed to constitute or imply a waiver of a breach or default of any other covenant or obligation in this Deed or of a breach or default of the same covenant or obligation in the future.

8.7 Time of Essence. Time is of the essence in this Deed.

8.8 Notices. Any notices required or authorized to be given by this Deed shall be in writing and shall be sent either by commercial courier, facsimile, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address stated below or such address as the party shall have designated to the other parties in accordance with this Section. Such notice shall be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of the addressee’s local time shall be deemed delivered the next day.

	If to Grantor:	Oren Gatten
		447 North 300 West Suite #3,
		Kaysville, Utah 84037

		E-mail: orengatten@namineservices.com

	If to Grantee:	Bazooka Resources Pty Ltd
		Unit 25, 22 Railway Road
		Subiaco WA 6008
		Australia

		Email: mhaynes@mqbventures.com

8.9 Attorney’s Fees. If any legal action or proceeding (whether in arbitration or judicial) is commenced by any Party against any other Party in connection with the enforcement, execution, interpretation or negotiation of this Deed or for the breach of any covenant or obligation in this Deed, the prevailing Party in any such action or proceeding shall be entitled to recover from the other Party its reasonable attorney’s fees and costs, including any such fees and costs associated with an appeal of any award or judgment.

8.10 Definitions. As used in this Deed, the following terms shall have the meanings assigned to them as follows:

(a) “Affiliate” means any person that directly or indirectly Controls, is Controlled by, or is under common Control with, a Party.

(b) “Business Day” means a day other than a Saturday, Sunday or any other day on which the principal-chartered banks located in Casper, Wyoming, are not open for business.

(c) “Control” used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (a) the legal or beneficial ownership of voting securities or ownership interests, (b) the right to appoint managers, directors or corporate management, (c) contract, (d) membership agreement, (e) voting trust, or otherwise; and, when used with respect to an individual, means the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise; and “Control” used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.

(d) “Grantee” means __________________ LLC, a Wyoming limited liability company, and includes any subsequent holder of the Property.

(e) “Loss” means an insured loss of or damage to Minerals and Minerals Products, whether occurring on or off the Property and whether the Minerals and Minerals Products are in the possession of Grantee or its Affiliates or otherwise.

(f) “Minerals” means all minerals and mineral materials, including, without limitation, lithium, gold, silver, platinum and platinum group metals, base metals (including, for example, antimony, chromium, cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium, tungsten, zinc), and other metals and mineral materials which are on, in, or under the Property.

(g) “Minerals and Minerals Products” means all Minerals mined from the Property and all concentrate, metal and other products derived from ore mined from the Property.

(h) “Net Smelter Returns” shall have the meaning ascribed to that term in the Exhibit 1 attached to and by this reference incorporated in this Deed.

(i) “Production” means the date on which the initial shipment of mineral product is transported from the Property for commercial sale or additional beneficiation for commercial sale. The transport and sale of bulk or test sample, not to exceed 40,000 tons of ore from the Property, and deliveries and sales from pilot or test operations shall not constitute Production.

(j) “Grantor” means O. Jay Gatten, Oren S. Gatten and James D. Rasmussen, and its successors and assigns.

8.11 Counterparts. This Deed may be executed in several counterparts, each of which shall be deemed to be an original, and all of which shall together constitute one and the same instrument, and delivery of an executed copy of this Deed by email transmission or by other means of electronic communication capable of producing a printed copy shall be deemed to be execution and delivery of this Deed as of the date first above written.

[Signature page follows.]

The Parties have executed this Deed effective on as of the Effective Date first written above.

Grantors:

	By:

	Name:	[Grantor Name]

	By:

	Name:	[Grantor Name]

	By:

	Name:	[Grantor Name]

	. . .

Grantee:


	_____________ LLC, a Wyoming limited
	liability company

	By:

	Name:

	Title:

STATE OF ____________________________	)
	) ss.
COUNTY OF __________________________	)

The foregoing instrument was acknowledged before me on __________ ____, 20__, by _________________________.

Witness my hand and official seal.


	Notary Public

	My Commission expires:

STATE OF ____________________________	)
	) ss.
COUNTY OF __________________________	)

The foregoing instrument was acknowledged before me on __________ ____, 20__, by ________________, as the _________of ________, LLC, a Wyoming limited liability company.

Witness my hand and official seal.


	Notary Public

	My Commission expires:

Schedule A

Description of Claims

The Claims are comprised of the following sixteen unpatented placer mining claims situated in Sections 13, 14 and 24 Township 27N & Range 84W, in Carbon County, Wyoming:

Case Filing Number	MLRS Lead File Number	MLRS Serial Number	Claim Name	Receipt Number
CF-141687	WY106697408	WY106697408	BUF100	5403160

CF-141687	WY106697408	WY106697409	BUF101	5403160

CF-141687	WY106697408	WY106697410	BUF102	5403160

CF-141687	WY106697408	WY106697411	BUF103	S403160

CF-141687	WY106697408	WY106697412	BUF104	5403160

CF-141687	WY106697408	WY106697413	BUF105	5403160

CF-141687	WY106697408	WY106697414	BUF106	5403160

CF-141687	WY106697408	WY106697415	BUF107	5403160

CF-141687	WY106697408	WY106697416	BUF108	5403160

CF-141687	WY106697408	WY106697417	BUF109	5403160

CF-141687	WY106697408	WY106697418	BUF110	5403160

CF-141687	WY106697408	WY106697419	BUF111	5403160

CF-141687	WY106697408	WY106697420	BUF112	5403160

CF-141687	WY106697408	WY106697421	BUF113	5403160

CF-141687	WY106697408	WY106697422	BUF114	5403160

CF-141687	WY106697408	WY106697423	BUF115	5403160

[End of Exhibit A]

Exhibit 1

Net Smelter Returns

Grantee:	_________ LLC

Royalty Holder:	O. Jay Gatten, Oren S. Gatten and James D. Rasmussen (Grantor)

“Net Smelter Returns” means: (1) the actual proceeds accrued by Grantee from the sale or other disposition of Minerals and Minerals Products to a refiner, smelter or other buyer; and (2) if there is a loss of Minerals and Minerals Products, an amount equal to the sum of the insurance proceeds received by Grantee for such loss (less any connected costs and expenses) in respect of the loss; less (3) the following expenses, to the extent incurred in respect of the Minerals and Minerals Products for which payment or credit is received during the applicable period:

(a)

actual charges, costs (including assay and sampling costs specifically related to smelting and/or refining), and all penalties (less all umpire charges which the purchaser may be required to pay), if any, for smelting and/or refining;

(b)

charges and costs, if any, for transportation and insurance of doré or concentrates produced in Grantee’s mill or other processing plant to places where such doré or concentrates are smelted, refined and/or sold or otherwise disposed of; and

(c)

sales, use, gross receipts, severance, and other taxes, if any, payable with respect to severance, production, removal, sale or disposition of the minerals from the Property, but excluding any taxes on net income.

Grantee shall be permitted to sell Minerals and Minerals Products in the form of raw ore, doré, concentrates or otherwise to an Affiliate of Grantee, provided that such sales shall be deemed, for the purposes of this Deed, to have been sold at prices and on terms no less favorable to Grantee than those that would be extended by an unaffiliated third person in an arm’s length transaction under similar circumstances. Grantee shall be permitted to contract with an Affiliate of Grantee or an unaffiliated third person for the smelting or other processing of Minerals and Minerals Products, provided that in the case of a contract with an Affiliate, such contract is on an arm’s length basis at market terms.

If Grantee sells concentrates, doré or ore without refining and smelting the same, then the Royalty shall be based on the value of the Minerals contained in the concentrates, doré and ore determined by utilizing: (1) the mine weights and assays for such concentrates, doré and ore; (2) a reasonable recovery rate for the refined Minerals recoverable from such concentrates, doré and ore (which shall be adjusted annually to reflect the actual recovery rate of refined metal from such concentrates, doré and ore); and (3) the monthly average price of the London Metals Exchange for the quarter in which the concentrates, doré and ore were sold.

Exhibit 99.2

OPTION TO PURCHASE MINING PROPERTY AGREEMENT

THIS OPTION TO PURCHASE MINING PROPERTY AGREEMENT (“Agreement”), is made and entered into this 17^th day of February, 2025, (“Execution Date”) by and between O. Jay Gatten, Oren S. Gatten and James D. Rasmussen with address at 447 North 300 West Suite #3, Kaysville, Utah 84037 hereinafter collectively “OWNER”, and Bazooka Resources Pty Ltd, an Australian company, with address at Unit 25, 22 Railway Road, Subiaco WA, 6008, Australia (hereinafter “OPTIONEE”). For purposes herein, Owner and/or Optionee may be variously referred to as a “Party”, or together, as “Parties”.

WITNESSETH:

This Agreement is made and entered into with reference to the following facts:

A. Owner has sole and exclusive right, title and interest in and to that certain property located in Carbon County in the State of Wyoming, consisting of sixteen (16) unpatented mining claims, all as more particularly described in Schedule A attached hereto and incorporated herein by this reference, and commonly referred to as the “Buffalo Uranium Project” (the “Property”). As defined and used herein, the term “Property” shall include (i) any and all royalty rights and interests in or related to the Property, (ii) all prospecting, research, exploration, exploitation, operating and mining permits, licenses and leases associated therewith, if any, held or controlled by Owner, (iii) all easement, access, mineral, surface, water and ancillary or appurtenant rights attached or accruing thereto, if any, and (iv) any mining license or other form of substitute or successor mineral title or interest granted, obtained or issued in connection with or in place of or in substitution therefore, including, without limitation, any property issued to cover any internal gaps or fractions in respect of the mining claims.

B. Owner desires to grant Optionee, and Optionee desires to acquire an option to purchase the Property from Owner, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed by the parties as follows:

a. Included in the rights granted hereunder, Optionee shall have an exclusive 45-day period to conduct further due diligence on the Property (“Due Diligence Period”). As full consideration for this Due Diligence Period, Optionee shall pay Owner the non-refundable sum of US$50,000 within 24 hours of execution of this Agreement (“Initial Option Consideration”), receipt and sufficiency of which is hereby acknowledged by Owner.

Additional Consideration Upon Purchase of Property.

As additional consideration hereunder, upon Purchase of the Property, Owner shall be entitled to receive:

A payment of cash and/or shares in Optionee’s parent company (at Optionee’s election) of US$450,000 within 5 business days of Optionee, or its parent company, publishing a Resource on the Property of more than 10 million pounds of U₃O₈ at a grade >0.2% U₃O₈, or 2,500,000 pounds of U₃O₈ at a grade >1.0% U₃O₈ (“Resource Milestone 1”). The share valuation, for purposes of this Agreement, shall be based on the 10-day volume weighted average closing price for the ten (10) trading days immediately preceding the date of the share issue (“10-day VWAP”);

An additional payment of cash and/or shares in Optionee’s parent company (at Optionee’s election) of US$450,000 within 5 business days of Optionee, or its parent company, publishing a Resource on the Property of more than 20 million pounds of U₃O₈ at a grade >0.2% U₃O₈, or 5,000,000 pounds of U₃O₈ at a grade >1.0% U₃O₈ (“Resource Milestone 2”). The share valuation, for purposes of this Agreement, shall be based on the 10-day VWAP; and

Additional Option Terms and Conditions. The terms and conditions relating to the Option shall be as follows:

(a) Payment of Option Exercise Price. The cash portion of the Option Exercise Price shall be payable by wire transfer, as provided in writing by the Owner before the due date.

(i) Owner, or its affiliates, will not secure additional mineral rights within the Area of Interest without Optionee’s express permission; and

Representations and Warranties of the Parties:

(a)

The Owner represents and warrants by, through and under it only, in favor of Optionee that:

(i) it is the sole and exclusive, undivided legal and beneficial owner of 100% interest in the Property;

(v) There are no disputes between the Owner and any other party in respect of the Property or the underlying claims;

(vi) Owner has full power and authority to sell, transfer and assign the Property to OPTIONEE, in accordance with the terms of this Agreement;

(vii) Owner is not in breach of any of its obligations under any agreement relating to the Property;

(viii) Owner is qualified to own and dispose of the Property;

(b)

The OPTIONEE represents and warrants in favor of Owner that:

(a) Revisions. The Property shall not have been revised, supplemented, restated or replaced and shall be in the form of the property description attached hereto as Schedules A;

(c) Execution of Documents. Execution and delivery of all necessary formal documentation, in form and content satisfactory to OPTIONEE, and its counsel, acting reasonably, including:

(i)

Owner shall execute and deliver to OPTIONEE a Wyoming form Quit Claim Deed as to the Property, in a recordable form deemed appropriate to legal counsel for OPTIONEE;

(ii)

a duly executed Deed with Reservation of Royalty in the form attached to this Agreement as Schedule C (the “Deed”); and

(ii)

10.

Governing Law. This Agreement shall be solely and exclusively governed by and construed in accordance with the laws of Wyoming, and exclusive jurisdiction and venue for any and all purposes hereunder shall be in Casper, Wyoming.

11.

Notices. Any notice, demand or other communication required or permitted to be given to any party hereunder shall be in writing and shall be either:

(a)

Personally delivered; or

(b)

Sent by same day or next day FedEx courier; or

(c)

Sent by electronic mail (email); or

(d)

Sent by prepaid registered mail.

Any notice so given shall be sent to the parties at the following respective addresses:

If to OWNER:

Oren Gatten

447 North 300 West Suite #3,

Kaysville, Utah 84037

Phone: (801) 725-6920

E-mail: orengatten@namineservices.com

If to OPTIONEE:

Bazooka Resources Pty Ltd

Unit 25, 22 Railway Road

Subiaco, WA 6008, Australia

Phone: +61 8 9226 1356

E-mail: mhaynes@mqbventures.com

12.

Further Assurances. Each of the parties hereto covenants and agrees that at any time and from time to time hereafter it shall, upon the request of the other party, do, execute, acknowledge and 6 deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required for the better carrying out and performance of all the terms of this agreement.

13.

Interpretation. In this Agreement, unless there is something in the subject matter or context inconsistent herewith:

(d) Currency. Unless otherwise specifically provided, all references to dollar amounts in this agreement are in lawful money of the United States of America.

14.

15.

16.

17.

Amendment. No modification or amendment to this Agreement may be made unless agreed to by the parties hereto in writing.

18.

19.

20.

21.

22.

23.

Executed by the parties hereto on the dates shown below:

Bazooka Resources Pty Ltd

By:

Authorized Signatory

	Michael Haynes
	Print Name

	Sole Director and Secretary
	Title

Date: February 17, 2025

Schedule A

Unpatented Mining Claims

Carbon County, Wyoming

An Undivided one hundred percent (100%) interest in and to the following unpatented mining claims:

Case Filing Number	MLRS Lead File Number	MLRS Serial Number	Claim Name	Receipt Number
CF-141687	WY106697408	WY106697408	BUF100	5403160
CF-141687	WY106697408	WY106697409	BUF101	5403160
CF-141687	WY106697408	WY106697410	BUF102	5403160
CF-141687	WY106697408	WY106697411	BUF103	S403160
CF-141687	WY106697408	WY106697412	BUF104	5403160
CF-141687	WY106697408	WY106697413	BUF105	5403160
CF-141687	WY106697408	WY106697414	BUF106	5403160
CF-141687	WY106697408	WY106697415	BUF107	5403160
CF-141687	WY106697408	WY106697416	BUF108	5403160
CF-141687	WY106697408	WY106697417	BUF109	5403160
CF-141687	WY106697408	WY106697418	BUF110	5403160
CF-141687	WY106697408	WY106697419	BUF111	5403160
CF-141687	WY106697408	WY106697420	BUF112	5403160
CF-141687	WY106697408	WY106697421	BUF113	5403160
CF-141687	WY106697408	WY106697422	BUF114	5403160
CF-141687	WY106697408	WY106697423	BUF115	5403160

Schedule B

Mining Disclosure Requirements

Regarding Owner’s right to hold or operate the Property:

copy of agreement giving rights, which should show:

brief description of title, deed, claim, lease or other right;

ii.

any conditions Optionee needs to meet to retain/maintain the Property in good standing; and

Maps, if available.

Brief history of previous operations on the Property, including the names, addresses, phone numbers and e-mail addresses of previous operators, including period(s) of operations, if known.

Brief description of work completed on the Property, including:

work completed by Owner and/or predecessor owner(s) on the Property;

Owner’s and/or predecessor owner(s) proposed program of exploration and development;

current state of exploration and/or development of the Property;

identify all mines, including whether they are open-pit or underground;

Description of any and all known reserves and protocols used to ascertain same.

Regarding plant and equipment:

age;

details as to modernization;

physical condition, including subsurface improvements;

total cost for each item of plant and equipment; and

Source of power to or for each mining claim included in the Property.

Brief description of the rock formations and mineralization of existing or potential significance on the Property, including:

Identity of principal metallic or other constituents, insofar as known.

Copies of all documents, such as title documents, operating permits and easements, to support any of the above information.

Schedule C

Form of Deed with Reservation of Royalty

[See attached.]

APNs: N/A (Unpatented Mining Claims)

Recorded at the request of,

after recording return to:

_________ LLC

[Address]

The undersigned hereby confirm that there are no

social security numbers on this document.

DEED WITH RESERVATION OF ROYALTY

(Carbon County, Wyoming)

Recitals

Conveyance

Compliance with Laws, Reclamation, Environmental Obligations and Indemnities.

General Provisions.

8.1. Conflict. If a conflict arises between the provisions of this Deed and the provisions of the Agreement, the provisions of the Deed shall prevail.

8.3. Binding Effect. All the covenants, conditions, and terms of this Deed shall bind and inure to the benefit of the Parties and their successors and assigns.

8.7 Time of Essence. Time is of the essence in this Deed.

If to Grantor:

Oren Gatten 447
North 300 West Suite #3,
Kaysville, Utah 84037

E-mail: orengatten@namineservices.com

If to Grantee:

Bazooka Resources Pty Ltd
Unit 25, 22 Railway Road
Subiaco WA 6008
Australia

Email: mhaynes@mqbventures.com

8.10 Definitions. As used in this Deed, the following terms shall have the meanings assigned to them as follows:

(a) “Affiliate” means any person that directly or indirectly Controls, is Controlled by, or is under common Control with, a Party.

(b) “Business Day” means a day other than a Saturday, Sunday or any other day on which the principal-chartered banks located in Casper, Wyoming, are not open for business.

(d) “Grantee” means __________________ LLC, a Wyoming limited liability company, and includes any subsequent holder of the Property.

(g) “Minerals and Minerals Products” means all Minerals mined from the Property and all concentrate, metal and other products derived from ore mined from the Property.

(h) “Net Smelter Returns” shall have the meaning ascribed to that term in the Exhibit 1 attached to and by this reference incorporated in this Deed.

(j)

“Grantor” means O. Jay Gatten, Oren S. Gatten and James D. Rasmussen, and its successors and assigns.

[Signature page follows.]

The Parties have executed this Deed effective on as of the Effective Date first written above.

Grantors:

	By:

	Name:	[Grantor Name]

	By:

	Name:	[Grantor Name]

	By:

	Name:	[Grantor Name]

	. . .

Grantee:

_____________ LLC, a Wyoming limited liability company

By:

Name:

Title:

STATE OF

)

) ss.

COUNTY OF

)

The foregoing instrument was acknowledged before me on __________ ____, 20__, by _________________________.

Witness my hand and official seal.


	Notary Public

	My Commission expires:

STATE OF

)

) ss.

COUNTY OF

)

The foregoing instrument was acknowledged before me on __________ ____, 20__, by ________________, as the _________of ________, LLC, a Wyoming limited liability company.

Witness my hand and official seal.


	Notary Public

	My Commission expires:

Schedule A

Description of Claims

The Claims are comprised of the following sixteen unpatented placer mining claims situated in Sections 13, 14 and 24 Township 27N & Range 84W, in Carbon County, Wyoming:

Case Filing Number	MLRS Lead File Number	MLRS Serial Number	Claim Name	Receipt Number
CF-141687	WY106697408	WY106697408	BUF100	5403160
CF-141687	WY106697408	WY106697409	BUF101	5403160
CF-141687	WY106697408	WY106697410	BUF102	5403160
CF-141687	WY106697408	WY106697411	BUF103	S403160
CF-141687	WY106697408	WY106697412	BUF104	5403160
CF-141687	WY106697408	WY106697413	BUF105	5403160
CF-141687	WY106697408	WY106697414	BUF106	5403160
CF-141687	WY106697408	WY106697415	BUF107	5403160
CF-141687	WY106697408	WY106697416	BUF108	5403160
CF-141687	WY106697408	WY106697417	BUF109	5403160
CF-141687	WY106697408	WY106697418	BUF110	5403160
CF-141687	WY106697408	WY106697419	BUF111	5403160
CF-141687	WY106697408	WY106697420	BUF112	5403160
CF-141687	WY106697408	WY106697421	BUF113	5403160
CF-141687	WY106697408	WY106697422	BUF114	5403160
CF-141687	WY106697408	WY106697423	BUF115	5403160

[End of Exhibit A]

Exhibit 1
Net Smelter Returns

Grantee:	_________ LLC

Royalty Holder:	O. Jay Gatten, Oren S. Gatten and James D. Rasmussen (Grantor)

(a)

(b)

(c)

Exhibit 99.3

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF POWDER RIVER BASIN LLC

Dated effective as of March 11, 2025

THE SALE OF INTERESTS IN THE COMPANY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION. INTERESTS MAY NOT BE OFFERED OR SOLD ABSENT AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THE COMPANY HAS THE RIGHT TO REQUIRE ANY POTENTIAL TRANSFEROR OF AN INTEREST TO DELIVER AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY BEFORE ANY TRANSFER TO THE EFFECT THAT EXEMPTIONS FROM APPLICABLE REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE FOR THE TRANSFER. IN ADDITION, THIS AGREEMENT CONTAINS ADDITIONAL SUBSTANTIAL RESTRICTIONS ON THE TRANSFER OF INTERESTS.

TABLE OF CONTENTS

			Page No.

ARTICLE I DEFINITIONS AND INTERPRETATION			1
	1.1	Definitions	1
	1.2	Interpretation	1
	1.3	Coordination With Exhibits	2

ARTICLE II THE LIMITED LIABILITY COMPANY			2
	2.1	General	2
	2.2	Name	2
	2.3	Purposes	2
	2.4	Limitation	3
	2.5	The Members	3
	2.6	Issuance of Additional Interests	3
	2.7	Term	3
	2.8	Registered Agent; Offices	3
	2.9	Corporate Transparency Act Information	3

ARTICLE III INTERESTS; CAPITAL CONTRIBUTIONS			4
	3.1	Interests	4
	3.2	Initial Contributions	4
	3.3	Joint Funding	5
	3.4	Failure to Make Agreed Contributions	5
	3.5	Cash Calls	6
	3.6	Remedies for Failure to Meet Cash Calls	6
	3.7	Intentionally Omitted	8
	3.8	Transfer on Insolvency Event	8
	3.9	Return of Contributions	8

ARTICLE IV MEMBERS			9
	4.1	Limited Liability	9
	4.2	Company Indemnification of Members	9
	4.3	Member Indemnification	9
	4.4	Member Reimbursement Obligations	10
	4.5	Coordination	11
	4.6	Exclusive Rights of Members	11
	4.7	Meetings; Written Consent	11
	4.8	No Member Fees	11
	4.9	No State-Law Partnership	11
	4.10	No Implied Covenants; No Fiduciary Duties	12
	4.11	Other Business Opportunities	12

ARTICLE V COMPANY MANAGEMENT			12
	5.1	Management Authority	12
	5.2	Management Committee	12
	5.3	Manager; Duties	16

Table of Contents: Page 1

	5.4	Standards of Care	19
	5.5	Exculpation	19
	5.6	Indemnification of Manager and Representatives	19
	5.7	Resignation; Removal; Replacement	20
	5.8	Payments to Manager	21
	5.9	Affiliate Transactions	21
	5.10	Changes to Mining Law	21

ARTICLE VI PROGRAMS AND BUDGETS; ACCOUNTING AND REPORTING			22
	6.1	Initial Program and Budget	22
	6.2	Operations Under Programs and Budgets	22
	6.3	Presentation of Updated Business Plan, Proposed Programs and Budgets	22
	6.4	Approval of Proposed Programs and Budgets	22
	6.5	Amendments	23
	6.6	Election to Participate	23
	6.7	Recalculation and Restoration for Actual Contributions	25
	6.8	Deadlock on Proposed Programs and Budgets	26
	6.9	Budget Overruns; Program Changes	27
	6.10	Emergency or Unexpected Expenditures	27
	6.11	Reports	27
	6.12	Inspection Rights	28
	6.13	Independent Audit	28

ARTICLE VII DISTRIBUTIONS; DISPOSITION OF PRODUCTION			29
	7.1	Distributions	29
	7.2	Liquidating Distributions	29
	7.3	Disposition of Products	30

ARTICLE VIII TRANSFERS AND ENCUMBRANCES OF INTERESTS			31
	8.1	Restrictions on Transfer	31
	8.2	Permitted Transfers and Permitted Interest Encumbrances	31
	8.3	Additional Limitations on Transfers and Encumbrances	32
	8.4	Right of First Refusal; Tag Along Right	32
	8.5	Drag Along Right	33
	8.6	Changes of Control	34
	8.7	Substitution of a Member	34
	8.8	Conditions to Substitution	35
	8.9	Admission as a Member	35
	8.10	Economic Interest Holders	36

ARTICLE IX RESIGNATION, DISSOLUTION AND LIQUIDATION			36
	9.1	Resignation	36
	9.2	Non-Compete Covenant	36
	9.3	Dissolution	37
	9.4	Liquidation	37
	9.5	Termination	38

Table of Contents: Page 2

ARTICLE X AREA OF INTEREST; ABANDONMENT			38
	10.1	Acquisitions Within Area of Interest	38
	10.2	Surrender or Abandonment of Property	39
	10.3	Reacquisition	40

ARTICLE XI MISCELLANEOUS			40
	11.1	Confidentiality	40
	11.2	Public Announcements	41
	11.3	Notices	41
	11.4	Headings	41
	11.5	Waiver	42
	11.6	Amendment	42
	11.7	Severability	42
	11.8	Force Majeure	42
	11.9	Rules of Construction	42
	11.10	Governing Law	43
	11.11	Waiver of Jury Trial; Consent to Jurisdiction	43
	11.12	Further Assurances	43
	11.13	Survival	43
	11.14	No Third-Party Beneficiaries	44
	11.15	Entire Agreement	44
	11.16	Parties in Interest	44
	11.17	Counterparts	44
	11.18	Rule Against Perpetuities	44

Table of Contents: Page 3

APPENDIX AND EXHIBITS

Appendix A	Defined Terms

Exhibit A	Property Description and Area of Interest
Exhibit B	Accounting Procedure
Exhibit C	Tax Matters
Exhibit D	Insurance
Exhibit E	Initial Program and Budget
Exhibit F	Business Plan

Table of Contents: Page 4

LIMITED LIABILITY COMPANY AGREEMENT

POWDER RIVER BASIN LLC

This LIMITED LIABILITY COMPANY AGREEMENT OF POWDER RIVER BASIN LLC (this “Agreement”) is effective as of March 11, 2025 (the “Effective Date”), between Usuran Resources, Inc., a Colorado corporation (“Usuran”), and Snow Lake Exploration (US) Ltd., a Delaware corporation (“SLE”), as the Members.

Recital

A. Usuran and SLE have caused the formation of the Company to own certain Properties in Converse County, Wyoming as described in Exhibit A and to conduct the Operations contemplated by this Agreement.

In consideration of the covenants and agreements in this Agreement, the parties to or bound by this Agreement agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In addition to the capitalized terms defined in other provisions of this Agreement, as used in this Agreement, capitalized terms have the meanings given in Appendix A.

1.2 Interpretation. In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require, (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by those words or words of similar import, (b) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun shall include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including this Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in the future, (f) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (h) references to any Person include the Person’s respective successors and permitted assigns, (i) references to “dollars” or “$” shall mean the lawful currency of the United States of America, (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days, (k) if interest is to be computed under this Agreement, it shall be computed on the basis of a three hundred and sixty (360)-day year of twelve (12) thirty (30)-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and the calendar day is not a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (m) any financial or accounting terms that are not otherwise defined herein shall have the meanings given under GAAP.

Limited Liability Company Agreement of Powder River Basin LLC: Page 1

1.3 Coordination With Exhibits. Notwithstanding clause (g) of Section 1.2, except as otherwise expressly provided in an Exhibit, references in the Exhibit to an “Article,” or “Section” or another subdivision, are to an “Article,” “Section” or subdivision of the Exhibit. Except as otherwise provided in an Exhibit, capitalized terms used in the Exhibit that are not defined in the Exhibit shall have the meanings given to them in this Agreement. If any provision of an Exhibit, other than Exhibit C, conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall control. If any provision of Exhibit C conflicts with any provision in the body of this Agreement, the provision in Exhibit C shall control.

ARTICLE II

THE LIMITED LIABILITY COMPANY

2.1 General. The Company has been duly organized under the Act by the filing of its certificate of formation in the Office of the Delaware Secretary of State by an authorized person. The Manager shall take all actions necessary to qualify the Company as a foreign LLC with the Wyoming Secretary of State in accordance with the Wyoming Limited Liability Company Act. The Members agree that their rights relating to the Company, the Assets and Operations shall be subject to and governed by this Agreement. To the fullest extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that also is provided for in the Act.

2.2 Name. The name of the Company shall be “Powder River Basin LLC.” The Manager shall accomplish any filings or registration required by jurisdictions in which the Company conducts its Business.

2.3 Purposes. The Company is formed for the following purposes:

(a) to conduct Exploration within the Properties and the Area of Interest;

(b) to acquire additional real property and other interests within the Area of Interest;

(c) to evaluate the possible Development and Mining of the Properties and other Assets acquired within the Area of Interest with the goal of achieving first production of Products from the Properties during the First Production Target Period;

(d) to engage in Development and Mining on the Properties and other Assets acquired within the Area of Interest;

(e) to achieve first production of Products from the Properties during the First Production Target Period;

(f) to engage in the marketing, sale and distribution of Products, to the extent provided in Section 7.3; and

Limited Liability Company Agreement of Powder River Basin LLC: Page 2

(g) to perform any other activities necessary, appropriate or incidental to any of the foregoing or to satisfy or comply with Environmental Compliance obligations, Continuing Obligations and Laws.

2.4 Limitation. Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge those purposes.

2.5 The Members. The Manager shall maintain a register containing the name, business address, Interest and Representatives of each Member, updated to reflect the admission of additional or substituted Members, changes of address, changes in Interests and other changes in accordance with this Agreement, and shall provide the updated register to any Member promptly after the written request of the Member.

2.6 Issuance of Additional Interests. Additional Interests may be issued for such Capital Contributions and with such rights, privileges and preferences as shall be unanimously approved by the Management Committee. If the issuance of additional Interests has been properly approved under this Section 2.6, the Persons to whom such additional Interests have been issued shall automatically be admitted to the Company as Members.

2.7 Term. The Company has perpetual existence; provided, that the Company shall be dissolved upon the occurrence of an event described in Section 9.3.

2.8 Registered Agent; Offices. The initial registered office and registered agent of the Company are in the Company’s certificate of formation. The Manager may from time to time designate a successor registered office and registered agent and may amend the certificate of formation of the Company to reflect the change without the approval of the Members or the Management Committee. The location of the principal place of business of the Company shall be the Manager’s principal place of business or other location selected by the Manager.

2.9 Corporate Transparency Act Information. Upon request by the Manager after its reasonable determination that the Company is a “reporting company” under the Corporate Transparency Act, as amended, and the rules and regulations promulgated thereunder (the “CTA”) and that no exemption to reporting thereunder is available to the Company, each Member shall promptly furnish to the Manager any information regarding such Member (and such Member’s beneficial owners) that the Manager deems necessary or advisable for the Company to comply with the CTA. Such information includes, without limitation, personal information regarding all individuals who are deemed to be beneficial owners of the Company under the CTA because they directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, either exercise substantial control over the Company or own or control at least twenty-five percent (25%) of the Interests of the Company, as determined in accordance with the CTA. Such individuals must provide their full legal name, date of birth, current residential street address, and unique identifying number from and a copy of a U.S. driver’s license or a U.S. or foreign passport that includes a photograph of the individual or, at the election of any such individual, such individual’s FinCEN Identifier (as defined under the CTA). Such information may also include any information documents that are necessary for the Company to determine whether such indirect owners or controllers have substantial control over the Company. Each Member must also promptly notify the Company of any change or inaccuracy in any of the information most recently provided to the Company by the Member pursuant to these provisions, including any change that could reasonably be expected to affect who may be considered a beneficial owner of the Company for purposes of the CTA. Each Member hereby agrees to indemnify and hold harmless the Company from and against any losses, claims, damages, judgments, penalties, fines, costs or liabilities (collectively, “Claims”) of any kind arising from or relating to (x) any failure of such Member to comply with the obligations of this Section or (y) any false or incomplete information or documents provided by such Member to the manager or the Company pursuant to this Section. The foregoing indemnity provisions shall survive the termination, dissolution, liquidation and winding up of the Company or the transfer of the Member’s Interest in the Company. For the avoidance of doubt, a Member shall not be responsible to indemnify the Company pursuant to this Section 2.9 for Claims arising from acts or omissions of the other Member. Each Member acknowledges and consents to the disclosure by the Company to the Financial Crimes Enforcement Network of the U.S. Department of the Treasury of the information provided by such Member to the Manager pursuant to this Section 2.9 notwithstanding any confidentiality provisions in this Agreement to the contrary.

Limited Liability Company Agreement of Powder River Basin LLC: Page 3

ARTICLE III

INTERESTS; CAPITAL CONTRIBUTIONS

3.1 Interests.

(a) Initial Interests. The initial Interest of Usuran is fifty percent (50%). The initial Interest of SLE is fifty percent (50%).

(b) Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under Section 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.7, (iv) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.6(c), and (v) upon the issuance of additional Interests in the Company under Section 2.6.

3.2 Initial Contributions.

(a) Usuran Initial Contribution. As its Initial Contribution, Usuran has contributed to the Company as of the Effective Date all of its right, title and interest in and to the Properties, and has agreed to contribute cash in the amount of $3,750,000 (as part of the first Agreed Contribution described in Section 3.3 below). The Members agree that the fair market value of Usuran’s Initial Contribution as of the Closing Date under the Purchase Agreement will equal $8,750,000.

Limited Liability Company Agreement of Powder River Basin LLC: Page 4

(b) SLE Initial Contribution. As its Initial Contribution, SLE has contributed to the Company as of the Effective Date all of its right, title and interest in and to the Properties, and has agreed to contribute cash in the amount of $3,750,000 (as part of the first Agreed Contribution described in Section 3.3 below). The Members agree that the fair market value of SLE’s Initial Contribution as of the Closing Date under the Purchase Agreement will equal $8,750,000.

3.3 Joint Funding. The Members shall, subject to an election under Section 6.6, be obligated to make additional Capital Contributions to adopted Programs and Budgets in accordance with Section 3.5 pro rata in proportion to their respective Interests (“Joint Funding”). In connection with the Company’s payment and performance obligations under the Purchase Agreement, each of the Members expressly acknowledges its obligation to contribute the following (each, an “Agreed Contribution”), subject to the provisions of Section 3.4: (i) cash in the amount of $5,250,000 prior to the first anniversary of the Closing Date of the Purchase Agreement (of which $3,750,000 shall be contributed at least three Business Days before the Closing Date of the Purchase Agreement), (ii) cash in the amount of $5,250,000 prior to the second anniversary of the closing date of the Purchase Agreement, and (iii) cash in the amount of $2,000,000 prior to the third anniversary of the closing date of the Purchase Agreement, and the Manager shall timely submit cash calls to the Members in connection with such Agreed Contribution obligations, and such Agreed Contributions shall be paid to the Company not later than ten (10) Business Days after receipt of such cash calls. The amount of the Agreed Contributions shall be proportionately reduced if the Company’s E & D Expenditure Obligation under the Purchase Agreement (as defined therein) is reduced as a result of early payment of the Final Installment payment thereunder.

3.4 Failure to Make Agreed Contributions.

(a) If a Member fails to timely make an Agreed Contribution within the periods described in Section 3.3, then the Manager or any Member may deliver a written notice of such failure to the defaulting Member. If the defaulting Member subsequently fails to make the applicable Agreed Contribution within five (5) Business Days after receipt of such notice (an “Agreed Contribution Default”), the Interest of the defaulting Member shall be adjusted in accordance with this Section 3.4. No other mechanism set forth in this Agreement for adjusting the Members’ Interests will apply to an Agreed Contribution Default. Upon the occurrence of an Agreed Contribution Default, the Interest of the defaulting Member will be automatically reduced by the following amounts:

(i) if the Agreed Contribution Default relates to the first Agreed Contribution, then the defaulting Member’s Interest will be reduced by 16.7 percentage points (such that the defaulting Member’s initial fifty percent (50%) Interest would be reduced to 33.3%);

(ii) if the Agreed Contribution Default relates to the second Agreed Contribution, then the defaulting Member’s then-current Interest will be reduced by 16.7 percentage points (such that, by way of example, if the defaulting Member’s then-current Interest is 33.3%, its Interest would be reduced to 16.6%); and

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(iii) if the Agreed Contribution Default relates to the third Agreed Contribution, then the defaulting Member’s then-current Interest will be reduced by 16.6 percentage points (such that, by way of example, if the defaulting Member’s then-current Interest is 16.6%, its Interest would be reduced to 0.0%).

(b) Upon recalculation of a defaulting Member’s Interest pursuant to this Section 3.4, the Interest of the non-defaulting Member shall be increased by an amount equal to the reduction in the defaulting Member’s Interest.

3.5 Cash Calls. On the basis of the adopted Program and Budget then in effect, the Manager shall submit to each Member at least thirty (30) days before the end of each calendar quarter a billing for estimated cash requirements for the next calendar quarter. Not later than ten (10) days after the beginning of the calendar quarter for which the billing was submitted, each Member shall pay to the Company as an additional Capital Contribution under Section 3.3 its proportionate share of the estimated amount based on its Interest. Time is of the essence in the payment of such billings. Subject to receipt of such Capital Contributions or other funds under this Agreement, the Manager shall maintain a minimum cash reserve of $500,000. This minimum cash reserve amount can be modified if unanimously agreed by the Management Committee at any time. All funds in excess of the immediate cash requirements of the Company shall be invested in one (1) or more interest-bearing accounts reasonably selected by the Manager.

3.6 Remedies for Failure to Meet Cash Calls.

(a) If a Member (the “Delinquent Member”) has not contributed all or any portion of any additional Capital Contribution that such Member is or was required to contribute under Sections 3.3 and 3.5 (but excluding Agreed Contribution Defaults, which are addressed separately by Section 3.4) (the “Default Amount”), then the other Member (the “Non-Defaulting Member”) may elect to exercise its rights under either Section 3.6(b) or 3.6(c) by written notice to the Delinquent Member within fifteen (15) Business Days after the occurrence of the default. In the case of an election under Section 3.6(b) or 3.6(c), the Non-Defaulting Member shall pay the entire Default Amount to the Company on behalf of the Delinquent Member within such fifteen (15) Business Day period.

(b) If the Non-Defaulting Member makes an election under this Section 3.6(b), the payment by the Non-Defaulting Member of the Default Amount shall be treated as a loan (a “Default Loan”) from the Non-Defaulting Member to the Delinquent Member, and a Capital Contribution of that amount to the Company by the Delinquent Member, with the following results:

(i) the amount of the Default Loan shall bear interest at the Default Rate from the date that the Non-Defaulting Member makes the Default Loan until the date that the Default Loan, together with all accrued and unpaid interest, is repaid by the Delinquent Member to the Non-Defaulting Member or from distributions as provided in Section 3.6(b)(ii) (with all payments or distributions being applied first to accrued and unpaid interest and then to principal);

(ii) all distributions (or sales of Products by the Company under Section 7.3 and distributions of the proceeds of such sales under Section 7.1(b)) that otherwise would be made to the Delinquent Member after the date of the default (whether before or after the dissolution of the Company) instead shall be made to the Non-Defaulting Member until the Default Loan and all accrued and unpaid interest have been paid in full to the Non-Defaulting Member;

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(iii) the principal balance of the Default Loan and all accrued and unpaid interest shall be due and payable in whole within thirty (30) calendar days after written demand to the Delinquent Member by the Non-Defaulting Member;

(iv) after any default in the payment of the principal of or interest on the Default Loan, the Non-Defaulting Member may (A) again make an election by notice to the Delinquent Member to convert the unpaid balance of the Default Loan and all accrued and unpaid interest to a Capital Contribution by the Non-Defaulting Member, in which case the provisions of Section 3.6(c) shall apply, with the unpaid balance and all interest accrued thereon treated as the Default Amount for purposes of the calculations under Section 3.6(c), or (B) exercise any other rights and remedies granted to the Non-Defaulting Member or the Company under this Agreement or available at law or in equity as the Non-Defaulting Member may deem appropriate in its sole discretion to obtain payment by the Delinquent Member of the Default Loan, all at the cost and expense of the Delinquent Member; and

(v) during the period that any such Default Loan is in default, all rights of the Delinquent Member or any Representative designated by the Delinquent Member to vote, veto or consent to any matter under this Agreement shall be suspended, and the Interest of the Delinquent Member and its Representatives shall be deemed not outstanding for purposes of determining whether a quorum exists at any meeting of the Management Committee or whether any specified percentage of votes required to adopt, consent to or approve any matter has been obtained; provided, however, that the Non-Defaulting Member may not during such period make any Major Decisions.

(c) If the Non-Defaulting Member makes an election under this Section 3.6(c) or under clause (A) of Section 3.6(b)(iv), the payment by the Non-Defaulting Member of the Default Amount shall be treated as a Capital Contribution by the Non-Defaulting Member to the Company on behalf of the Delinquent Member. In such case the Interest of the Delinquent Member shall be reduced by an amount (expressed as a percentage) equal to: (i) the Default Dilution Multiple; multiplied by the Default Amount; divided by (ii) the aggregate Contributed Capital of all Members (determined after taking into account the contribution of the Default Amount). The Interest of the Non-Defaulting Member shall be increased by the reduction in the Interest of the Delinquent Member. The foregoing adjustments shall be effective as of the date of the default (or in the case of remedies under clause (A) of Section 3.6(b)(iv), the date of the default by the Delinquent Member in repaying the Default Loan).

(d) If the Non-Defaulting Member makes an election under Sections (b) through (c), then the applicable provisions of this Section 3.6 shall be the sole and exclusive remedies available to the Non-Defaulting Member for the default. If the Non-Defaulting Member does not make such an election (and if applicable, the required advance) within the fifteen (15) Business Day period described in Section 3.6(a), then the Non-Defaulting Member shall have, on its own behalf and on behalf of the Company, all of the rights and remedies available at law or in equity as the Non-Defaulting Member may deem appropriate in its sole discretion to obtain payment of the Default Amount, all at the cost and expense of the Delinquent Member, but excluding the contractual rights and remedies under Sections 3.6(b) and 3.6(c), which shall be deemed waived. IN THE CASE OF ADJUSTMENTS TO A MEMBERS’ INTEREST UNDER SECTION 3.4 OR AN ELECTION UNDER SECTION 3.6(b) OR 3.6(c), THE MEMBERS AGREE THAT THE LIQUIDATED DAMAGES DESCRIBED IN SECTION 3.4 OR IN THIS SECTION 3.6 ARE A FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY THE NON-DEFAULTING MEMBER AS A RESULT OF A BREACH BY A MEMBER OF ITS OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS FOR CASH CALLS UNDER SECTIONS 3.3 AND 3.5 (INCLUDING AGREED CONTRIBUTION DEFAULTS) AND NOT A PENALTY.

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3.7 Intentionally Omitted.

3.8 Transfer on Insolvency Event.

(a) If a Member (the “Insolvent Member”) becomes subject to an Insolvency Event, it shall promptly (but in no event later than two (2) Business Days following the occurrence of the Insolvency Event) deliver notice to the other Member of the occurrence and nature of the Insolvency Event. The other Member may then deliver notice to the Insolvent Member in writing of such Insolvency Event, whereupon the Insolvent Member shall transfer its entire Interest, free and clear of all Encumbrances, to such other Member (or an Affiliate of such other Member as the other Member may nominate in writing) as soon as reasonably practicable, in exchange for payment of an amount equal to the fair market value of the transferred Interest, minus the fees and expenses associated with obtaining an appraisal to determine the fair market value of the transferred Interest. An Insolvent Member’s failure to timely notify the other Member of the occurrence of an Insolvency Event will be a material breach of this Agreement.

(b) During the continuation of an Insolvency Event, the Insolvent Member will have no right to exercise any right under this Agreement with respect to voting on matters referred to the Members, participation of such Insolvent Member’s Representatives on the Management Committee, approve any Major Decisions (which matters may be approved exclusively by the other Member), or receive any distribution (whether in cash or in kind) or any repayment of any loan or other indebtedness outstanding to it from the Company.

(c) The Insolvent Member will be deemed to constitute the Company as its agent for the sale of its Interest for purposes of this Section 3.8.

(d) Solely for purposes of this Section 3.8, an Insolvency Event with respect to a Member’s Parent Company will be deemed to be an Insolvency Event with respect to such Member.

3.9 Return of Contributions. Except as expressly provided in this Agreement, no Member shall be entitled to the return of any part of its Capital Contributions or to be paid interest on either its Capital Account or its Capital Contributions. No Capital Contribution that has not been returned shall constitute a liability of the Company, the Manager or any Member. A Member is not required to contribute or to lend cash or property to the Company to enable the Company to return any Member’s Capital Contributions. The provisions of this Section 3.9 shall not limit a Member’s rights or obligations under Section 7.2.

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ARTICLE IV

MEMBERS

4.1 Limited Liability. The liability of each Member shall be limited as provided by the Act. No Member or the Manager, or any combination, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such debt, obligation or liability arises in contract, tort or otherwise, solely by reason of being a Member or the Manager or any combination.

4.2 Company Indemnification of Members. Except as provided in Section 4.5, the Company shall indemnify, defend and hold harmless each Member and its Affiliates, and their respective directors, officers, employees, agents and attorneys from and against any and all Adverse Consequences incurred or suffered by them that arise out of or relate to (a) the Company or Operations, including Environmental Liabilities and Continuing Obligations, and (b) any reimbursements by the Member under Section 4.4. In all cases of this Section 4.2, and without limiting Sections 4.3 or 4.4, indemnification shall be provided only out of and to the extent of the net assets of the Company, and no Member shall have any personal liability whatsoever for indemnification under this Section 4.2. Notwithstanding the previous provisions of this Section 4.2, the Company’s indemnification obligations under this Section 4.2 as to third party claims shall be only with respect to Adverse Consequences not otherwise compensated by insurance carried for the benefit of the Company or carried by the Company for the benefit of the Members.

4.3 Member Indemnification.

(a) Indemnification Obligations. Except as provided in Section 4.5, each Member (the “Indemnifying Member”) shall indemnify, defend and hold harmless each other Member and its Affiliates, and their respective directors, officers, employees, agents and attorneys (collectively, the “Indemnified Member Parties”) and the Company from and against any and all Adverse Consequences that arise out of or result from the Misconduct of the Indemnifying Member (including in its capacity as the Manager).

(b) Notice. If any claim or demand is asserted against an Indemnified Member Party or the Company with respect to which the Indemnified Member Party or the Company may be entitled to indemnification under this Agreement, then the Indemnified Member Party shall cause notice of the claim or demand (together with a reasonable description), to be given to the Indemnifying Member promptly after the Indemnified Member Party has knowledge or notice of the claim or demand. Failure to promptly provide the notice shall not relieve the Indemnifying Member of its indemnification obligations, except to the extent the Indemnifying Member is materially prejudiced by the failure.

(c) Assumption of Defense by Indemnifying Member. The Indemnifying Member shall have the right, but not the obligation, by written notice to the Indemnified Member Party with a copy to the Company delivered within thirty (30) days after the receipt of a notice under Section 4.3(b), to assume the entire control of the defense, compromise and settlement of the claim or demand that is the subject of the notice, including the use of counsel chosen by the Indemnifying Member, all at the sole cost and expense of the Indemnifying Member. Notwithstanding the foregoing, the Indemnified Member Party may participate in the defense at the sole cost and expense of the Indemnified Member Party. The assumption of the defense of the claim or demand by the Indemnifying Member shall constitute a waiver by the Indemnifying Member of its right to contest or dispute its indemnification obligation for the claim or demand. Any Adverse Consequences to the assets or business of the Indemnified Member Party or the Company caused by the failure of the Indemnifying Member to defend, compromise or settle a claim or demand in a diligent manner after having given notice that it will assume control of the defense, compromise and settlement of the matter shall be included in the Adverse Consequences for which the Indemnifying Member shall be obligated to indemnify the Indemnified Member Parties and the Company. Any settlement or compromise of any claim or demand by the Indemnifying Member shall be made only with the consent of the Indemnified Member Party, which may not be unreasonably withheld or delayed. An Indemnified Member Party shall not be considered unreasonable in withholding its consent unless the settlement or compromise includes a full release of all claims and liabilities against the Indemnified Member Parties and the Company arising out of or relating to the claim or demand, provides for the payment of only money damages, and the Indemnifying Member has provided to the Indemnified Member Parties assurance acceptable to the Indemnified Member Parties of the payment of such money damages immediately upon the settlement or compromise.

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(d) Defense by Indemnified Member Party or Company. Before the assumption of the defense of any claim or demand subject to indemnification by an Indemnifying Member, the Indemnified Member Party or the Company may file any motion, answer or other pleading, or take such other action as it deems appropriate, to protect its interests or those of the Company or the Indemnifying Member. If it is finally determined that the Indemnifying Member is responsible for indemnification of any such claim or demand, or if the Indemnifying Member elects to assume the defense of the claim or demand under Section 4.3(c), then the Indemnifying Member shall promptly reimburse the Indemnified Member Party or the Company for all costs and expenses incurred under the previous sentence. If the Indemnifying Member does not elect to control the defense, compromise and settlement of a claim or demand under Section 4.3(c), and it is finally determined that the Indemnifying Member is responsible for indemnification of the claim or demand, then the Indemnifying Member shall be bound by the results of the defense, compromise or settlement, and all costs and expenses incurred by the Indemnified Member Parties and the Company in conducting the defense, compromise or settlement shall be included in the Adverse Consequences for which the Indemnifying Member is obligated to indemnify the Indemnified Member Parties and the Company.

4.4 Member Reimbursement Obligations. Each Member shall be liable to each other Member (including in its capacity as the Manager) to reimburse and pay to such other Members its respective share, based on Interests, of any and all Adverse Consequences incurred or suffered by such other Members and their Affiliates that arise out of or relate to (a) the Company or the Operations, including Environmental Liabilities and Continuing Obligations, or (b) any Properties distributed to the other Member as an objecting Member under Section 10.2, but only to the extent in the case of this clause (b) arising out of or relating to Operations, including Environmental Liabilities and Continuing Obligations, conducted before the date of such distribution. For purposes of this Section 4.4, each Member’s share of such liability shall be equal to its Interest at the time of the actions, omissions or events giving rise to the Adverse Consequences (or as to any actions, omissions or events arising or existing before the Effective Date, such Member’s initial Interest). Neither the resignation nor deemed resignation of a Member, any Transfer or redemption of all or any portion of a Member’s Interest, any reduction of a Member’s Interest, nor the dissolution, liquidation nor termination of the Company, shall relieve a Member of its share of any such liability accruing before such resignation, deemed resignation, Transfer, redemption, reduction, distribution, dissolution, liquidation or termination. Notwithstanding the foregoing provisions of this Section 4.4, this Section 4.4 shall apply only in the case that the Member from whom the other Member is requesting reimbursement or any of its Affiliates is finally determined to be personally liable for the Adverse Consequences, and shall not be construed as a waiver or reduction of the limitations under the Act or other applicable Law of the liability of a Member or the Manager for Company debts, obligations and liabilities.

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4.5 Coordination. Notwithstanding anything to the contrary in this ARTICLE IV, no Member, or any of its Affiliates, or any of their respective directors, officers, employees, agents or attorneys shall be entitled to indemnification or reimbursement under Sections 4.2, 4.3 and 4.4 for Adverse Consequences, to the extent the Adverse Consequences arise out of or result from the Misconduct of the Indemnifying Member (including in its capacity as the Manager).

4.6 Exclusive Rights of Members. Notwithstanding anything in this Agreement to the contrary, no Person other than a Member (on its own behalf and on behalf of the Company and its Indemnified Member Parties) shall have the right to enforce any representation, warranty, covenant or agreement of a Member or the Manager under this Agreement, and specifically neither the Company nor any lender or other third party shall have any such rights, it being expressly understood that the representations, warranties, covenants and agreements contained in this Agreement shall be enforceable only by a Member (on its own behalf and on behalf of the Company and its Indemnified Member Parties) against another Member or the Manager. For the avoidance of doubt, the Company shall be bound by the provisions of this Agreement but shall have no right to enforce those provisions against a Member or the Manager, such rights being exclusively vested in the Members. Any Member may bring a direct action on behalf of the Company against any other Member or the Manager without the requirement to bring a derivative action or otherwise satisfy the requirements of sections 18-1001 through 18-1004 of the Act or other similar requirements.

4.7 Meetings; Written Consent. Meetings of the Members shall be held quarterly. Any action required or permitted to be taken by Members may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by all of the Members.

4.8 No Member Fees. Except as otherwise provided in this Agreement, no Member shall be entitled to compensation for attendance at Member meetings or for time spent in its capacity as a Member.

4.9 No State-Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member, Manager or Representative be a partner or joint venturer of any other Member, Manager or Representative for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

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4.10 No Implied Covenants; No Fiduciary Duties. There are no implied covenants contained in this Agreement other than the contractual duty of good faith and fair dealing. The Members, the Manager and the Representatives shall not have any fiduciary or other duties to the Company or the other Members except as specifically provided by this Agreement, and the Members’, the Representatives’, and the Manager’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.

4.11 Other Business Opportunities. Except as provided in Section 10.1, (a) each Member (including in its capacity as a Manager) and its Representatives shall have the right independently to engage in and receive the full benefits from business activities, whether or not competitive with the Operations, without consulting the Company or any other Member, (b) the doctrines of “corporate opportunity” and “business opportunity” shall not be applied to any other activity, venture, or operation of any Member or Representative or the Manager, and (c) no Member or Representative or the Manager shall have any obligation to any other Member or the Company with respect to any opportunity to acquire any property outside the Area of Interest at any time, or within the Area of Interest after the termination of the Company.

ARTICLE V

COMPANY MANAGEMENT

5.1 Management Authority. Except as delegated to the Manager under Section 5.3, the Management Committee shall have the exclusive power and authority to make all decisions, including Major Decisions for the Company. The Manager shall have the power and authority to make any other decision or take any other action on behalf of the Company that does not require the approval of the Management Committee under this Agreement as long as such decision or action is authorized under an approved Program and Budget (to the extent such decision or action involves the expenditure of funds by the Company). In connection with the implementation, consummation or administration of any matter within the scope of the Manager’s authority, the Manager is authorized, without the approval of the Members or the Management Committee, to execute and deliver on behalf of the Company contracts, instruments, conveyances, checks, drafts and other documents of any kind or character to the extent the Manager deems it necessary or desirable. The Manager may delegate to officers, employees, agents, contractors or representatives of the Company or the Manager any or all of its powers by written authorization identifying specifically or generally the powers delegated or acts authorized, but no such delegation shall relieve the Manager of its obligations hereunder.

5.2 Management Committee.

(a) Organization and Composition. The Members hereby establish a committee (the “Management Committee”) consisting of four (4) representatives (“Representatives”), of which (i) two (2) Representatives shall be appointed by Usuran, and (ii) two (2) Representatives shall be appointed by SLE. The initial Representatives of SLE are Frank Wheatley and Peretz Schapiro. The initial Representatives of Usuran are Andrew Ferrier and Fabrizio Perilli. A Representative of the Member holding the greater Interest shall serve as the chair of the Management Committee. If the Members’ Interests are equal, then the chair of the Management Committee shall alternate annually between the Members’ Representatives, unless the Members otherwise unanimously agree. Each Member may appoint one (1) or more alternate Representatives to act in the absence of a regular Representative. Appointments of Representatives may be made or changed at any time by notice to the other Member. Representatives shall not be considered managers under the Act, but derive all of their right, power and authority from the Members. No Member or Representative shall have the power to bind the Company or to execute documents and instruments on behalf of the Company, unless such Member or Representative also is a Manager or officer or such power and authority has been delegated by the Manager to such Member or Representative, and then only in that capacity.

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(b) Voting. Each Member, acting through its Representatives, shall vote on the Management Committee in accordance with its Interest. The Representatives appointed by Usuran shall vote as a group, and the Representatives appointed by SLE shall vote as a group. If all Representatives appointed by a Member are not present at a meeting of the Management Committee, the Representatives appointed by such Member that are present shall have the entire Interest of the appointing Member. Whenever any provision of this Agreement requires or permits the vote, consent or approval of the Members or the Management Committee, such provision shall be deemed to require or permit, as applicable, the vote, consent or approval of Representatives with an Interest of greater than fifty percent (50%), unless the provision specifically requires a greater percentage, or the consent or approval of a greater number or percentage of Members or Representatives.

(c) Meetings. Management Committee meetings shall be held quarterly (or at such other frequency as the Members may determine), at such times and at such place as the Management Committee shall determine, provided that no less than one (1) such meeting shall be in person. In addition to regularly scheduled meetings, the Manager or any Representative may call a special meeting of the Management Committee upon fifteen (15) days’ notice. In case of emergency or other exigent circumstances, reasonable notice of a special meeting shall suffice. There shall be a quorum if at least one (1) Representative appointed by each Member is present. Each notice of a meeting shall include an agenda or statement of the purpose of the meeting prepared by the Manager in the case of a regular meeting, or by the Manager or Representative calling the meeting in the case of a special meeting, but any matters may be considered at the meeting. If a Member fails to attend three (3) or more consecutive properly called regular or special Management Committee meetings, then a quorum shall consist of all of the Representatives of either Member who attend/participate in the next properly called meeting.

(d) Conduct of Meetings. Meetings of the Management Committee may be held by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such communications equipment shall constitute presence in person at the meeting. The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the Representatives within seven (7) Business Days after the meeting. The minutes, when approved by one (1) or more Representatives appointed by each Member, shall be the official record of the decisions made by the Management Committee and shall be binding on the Management Committee, the Manager and the Members. If the Representatives are unable to agree on the minutes within thirty (30) days after receipt of the Manager’s proposed minutes, then the minutes prepared by the Manager together with proposed objections submitted to the Manager before the expiration of such thirty (30)-day period shall be the official record of the meeting. The reasonable costs of the attendance of Representatives, officers and personnel at meetings shall be charged to the Business Account.

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(e) Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting and without prior notice if the action is evidenced by a written consent describing the action taken, signed by Representatives having the requisite Interest to take such action at a meeting at which all of the Representatives were present and voted; provided that notice of all actions taken by Representatives with less than one hundred percent (100%) of the Interests shall be provided to all Representatives (other than Representatives executing the consent) not later than ten (10) days after the taking of such action.

(f) Major Decisions. Neither the Manager nor any Representative, nor any officer, employee or agent of the Company or the Manager, shall have any authority to bind or take any action on behalf of the Company with respect to any Major Decision unless such Major Decision has been consented to or approved by the Management Committee in accordance with this Section 5.2. Each of the following matters shall constitute a “Major Decision”:

(i) approval of a Program and Budget (other than the Initial Program and Budget), and any Amendment to any Program and Budget (including the Initial Program and Budget) in accordance with ARTICLE VI; provided, that expenditures with respect to emergencies under Section 6.10 shall be deemed to automatically amend such Program and Budget;

(ii) decisions to cease activities under an approved Program and Budget for reasons other than a Force Majeure Event;

(iii) decisions to cease production for reasons other than regular maintenance or a Force Majeure Event;

(iv) acquisition or disposition of significant mineral rights or claims, other real property or water rights (including acquisition or disposition of significant patented and unpatented mining claims under Section 5.3(k)) outside of the ordinary course of business;

(v) a decision to undertake Development or Mining on all or any portion of the Properties;

(vi) a decision to publish a Pre-Feasibility Study or a Feasibility Study, whether newly prepared or previously existing;

(vii) other than purchase money security interests or other security interests in Company equipment to finance the acquisition or lease of Company equipment used in Operations, the proposal or consummation of a Project Financing or the incurrence by the Company of any indebtedness for borrowed money that requires any of the following as security for the obligations arising under or with respect to such indebtedness: (A) an Encumbrance on all or any material portion of the Company’s Assets, (B) the pledge by any Member of all or any portion of its Interest, or (C) the guaranty by any Member or any Affiliate of any Member of any obligations of the Company; provided, that nothing in this clause (vi) shall be deemed to prohibit or restrict the right of a Member to create any Permitted Interest Encumbrance;

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(viii) except as specifically contemplated in this Agreement, the redemption of all or any portion of an Interest;

(ix) the issuance of an Interest or other equity interest in the Company, or the admission of any Person as a new Member of the Company other than in accordance with Section 8.7(c); provided, that this clause (viii) shall not be deemed to prohibit or restrict the adjustment of Interests under Section 3.1;

(x) a decision to grant authorization for the Company to file a petition for relief under any chapter of the United States Bankruptcy Code, Title 11 U.S.C. or to consent to such relief in any involuntary petition filed against the Company by any third party, or to admit in writing any insolvency of the Company or inability to pay its debts as they become due or to consent to any receivership (or similar proceeding) of the Company;

(xi) the merger or amalgamation of the Company into or with any other entity;

(xii) the sale of all or substantially all of the Company’s Assets;

(xiii) except as specifically or generally authorized in this Agreement, any contract, agreement or undertaking between the Company, on the one hand, and any Member, Manager or Affiliate of a Member or Manager, on the other hand, or any amendment, modification or termination of, or waiver of any right under, any such contract, agreement or undertaking;

(xiv) change in the Operations of the Company if it results in a substantial change in the nature or scope of the Company’s business;

(xv) declaration of a mineral reserve or resource under the Australasian Joint Ore Reserves Committee Code (“JORC Code”) or Canadian National Instrument 43-101 (“NI 43-101”);

(xvi) issuance of a preliminary economic assessment or scoping study under the JORC Code or NI 43-101;

(xvii) any decision not to fully and timely perform any payment or other obligation under the Purchase Agreement or any Underlying Agreement;

(xviii) dissolution of the Company; and

(xix) making any other decision or taking any other action that specifically requires the approval of the Members or the Management Committee under this Agreement.

(g) Unanimous Decisions. If at any time the Interests of the Members are other than 50/50, Major Decisions shall require a unanimous vote of the Representatives of the Members on the Management Committee; provided, that this Section 5.2(g) shall not apply at any time a Member’s Interest is less than twenty-five percent (25%).

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5.3 Manager; Duties. The Company shall be managed by one (1) manager (the “Manager”). The initial Manager shall be Usuran. Any increase or decrease in the number of Managers shall be approved by Representatives holding one hundred percent (100%) of the Interests. Subject to Sections 5.4 and 5.5 and the other provisions of this Agreement, the Manager shall have the following duties:

(a) Programs and Budgets. The Manager shall manage, direct and control Operations in accordance with adopted Programs and Budgets, and to the extent appliable, the Underlying Agreements, and shall prepare and present to the Management Committee proposed Programs and Budgets under Section 6.3 and proposed Amendments under Section 6.5.

(b) Implementation. The Manager shall implement Major Decisions, shall make from Company funds all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if the Company lacks sufficient funds for the Manager to carry out its responsibilities under this Agreement.

(c) Procurement. The Manager shall (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances, and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions.

(d) Title; Encumbrances. The Manager shall conduct such title examinations and cure such title defects as may be advisable in the Manager’s reasonable judgment, and keep the Assets free and clear of Encumbrances, except for Permitted Encumbrances.

(e) Taxes and Other Payments. The Manager shall (i) make or arrange for all payments required by the Purchase Agreement and any Underlying Agreements, and (ii) pay all Taxes on Operations and Assets, except (A) Taxes determined or measured by a Member’s revenue or net income and (B) Taxes on production of Products that are distributed in-kind to a Member; provided, that if authorized by the Management Committee, the Manager shall have the right to contest the validity or amount of any Taxes the Manager deems to be unlawful, unjust, unequal or excessive, and to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization of such Taxes before such Taxes are required to be paid, but the Manager shall not permit or allow title to the Assets to be lost as the result of the nonpayment of any such payments required by the Purchase Agreement, any Underlying Agreements, or Taxes.

(f) Compliance with Laws. The Manager shall (i) apply for all necessary Permits, (ii) comply with applicable Laws, (iii) promptly provide notice to the Management Committee of any allegations of a material violation of Laws, and (iv) prepare and file all reports or notices required by any Governmental Authority for Operations. The Manager shall timely cure or dispose of any violation of Laws through performance, or payment of fines and penalties, or both, the cost of which shall be charged to the Business Account.

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(g) Litigation. The Manager shall prosecute and defend but shall not initiate without the approval of the Management Committee, all litigation, arbitrations or administrative proceedings arising out of Operations. The Manager shall keep the Management Committee fully informed of the progress of any such litigation, arbitrations or proceedings. The Management Committee shall approve in advance all settlements. The Manager shall immediately notify the Management Committee of any new claim against the Company and shall promptly notify the Management Committee of any potential claim against the Company of which the Manager becomes aware.

(h) Insurance. The Manager shall obtain insurance for the benefit of the Company, the Members and the Manager as provided in Exhibit D or as may otherwise be determined from time to time by the Management Committee.

(i) Disposition of Assets. The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 10.2. Without prior approval from the Management Committee, however, the Manager shall not (i) dispose of Assets in any one (1) transaction (or in any series of related transactions) having a value in excess of $5,000, (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 7.3, (iii) dissolve or begin a liquidation of the Company, or (iv) dispose of all or a substantial part of the Assets necessary for the Business.

(j) Maintenance of Assets. The Manager shall perform all assessment and other work and pay all Governmental Fees required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager may perform the assessment work under a common plan of exploration, and continued actual occupancy of such claims and sites is not required. The Manager shall not be liable for any determination by any Governmental Authority that the work performed by the Manager did not constitute the required annual assessment work or occupancy to preserve or maintain ownership of the claims; provided that the work was performed in accordance with accepted industry standards and the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with applicable requirements.

(k) Changes to Mineral Rights. If authorized by the Management Committee, the Manager may (i) locate, amend or relocate any unpatented mining claim, mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground and (vii) convert any unpatented claims or mill sites into one (1) or more leases or other forms of mineral tenure under any Law hereafter enacted.

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(l) Accounting and Financial Matters. The Manager shall (i) keep and maintain all required accounting and financial records under the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry, (ii) keep and maintain current balances of Contributed Capital, (iii) keep and maintain Capital Accounts of the Members in accordance with Exhibit C, and (iv) keep all Company accounts separate and segregated from the individual accounts of the Manager. The Manager may open bank accounts in the name of the Company as needed, provided that such accounts will be subject to appropriate control procedures agreed by the Management Committee.

(m) Reporting; Audits. The Manager shall (i) provide the reports to the Members required under Section 6.11, (ii) permit the audits, inspections and access rights under Section 6.12, and (iii) obtain the independent audit required under Section 6.13.

(n) Environmental Compliance Plan. The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of applicable Laws or contractual obligations and shall include in each proposed Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of applicable Laws and contractual obligations pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.

(o) Continuing Obligations. The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of Operations. The Manager shall have the right to delegate performance of Continuing Obligations to Persons having demonstrated skill and experience in relevant disciplines. As part of each proposed Program and Budget, the Manager shall specify the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the Management Committee reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations, and to audit books, records, and accounts related thereto.

(p) Environmental Compliance Fund. Funds deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest-bearing cash management account, which may include money market investments and money market funds, or longer-term investments approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including committing such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements.

(q) Other Activities. The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

(r) Delegation. The Manager shall have the right to carry out its duties and responsibilities under this Agreement through Affiliates, the other Member, agents, consultants or independent contractors, but no such Persons shall have any rights under this Agreement. Without limiting the generality of the foregoing, either Member, as Manager, may utilize the services of an individual who shall either be an employee of the Company or an independent contractor and serve as the General Manager (or the equivalent), as determined by the unanimous vote of the Management Committee, to carry out many of the duties of the Manager; and the General Manager shall report directly to the Management Committee. The Members intend to utilize the services of the same individual to serve as General Manager and oversee day-to-day Operations of the Company through the commencement of the Development Phase, but the Member serving as Manager shall have the right in its absolute discretion to remove the General Member at any time. Upon the removal of the General Manager, the Management Committee shall promptly meet and select a new General Manager, which selection will require the unanimous vote of the Management Committee.

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5.4 Standards of Care. Subject to Section 5.5, the Manager shall discharge its duties under Section 5.3 and conduct all Operations in a good, workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, and in accordance with the terms and provisions of the Purchase Agreement, all Underlying Agreements and Permits pertaining to the Assets.

5.5 Exculpation. Notwithstanding any contrary provision of this Agreement, the Manager shall not be liable or responsible to the Company or any Member and shall not be in breach or default of its duties under this Agreement for any act or omission (a) that is not caused by or attributable to the Manager’s willful misconduct or gross negligence, (b) if the inability to perform results from (i) the failure of any Member or Representatives (other than the Manager, any Affiliate of the Manager, or any Representative designated by the Manager or any such Affiliate), to perform acts or to contribute amounts required under this Agreement, (ii) a lack of Company funds, to the extent the Manager and its Affiliates have made all Capital Contributions required to be made by them under this Agreement, or (iii) the failure to carry out or perform in accordance with a Program and Budget for any period, if a Program and Budget has not been adopted for the period, or (c) taken in good faith reliance on an adopted Program and Budget or information, opinions, reports or statements presented by any other Member or Representative of any other Member, or by any other Person as to matters the Manager reasonably believes are within the other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Act.

5.6 Indemnification of Manager and Representatives. Subject to the limitations of the Act, the Company shall indemnify, defend and hold harmless the Representatives and the Manager from and against any Adverse Consequences arising as a result of any act or omission of any such Representative or the Manager with respect to the Company believed in good faith to be within the scope of authority conferred in accordance with this Agreement, except for willful misconduct or gross negligence.

(a) Contract Rights. The rights granted under this Section 5.6 are contract rights, and no amendment, modification or repeal of this Section 5.6 shall have the effect of limiting or denying any such rights with respect to actions taken, omissions, or proceedings arising before any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 5.6 could involve indemnification for negligence or strict liability. Notwithstanding the foregoing, the Company’s indemnification of the Manager and the Representatives a to third party claims shall be only with respect to such Adverse Consequences that are not otherwise compensated by insurance.

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(b) Advancement of Expenses. The rights to indemnification conferred in this Section 5.6 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by any Person entitled to be indemnified who was, is or is threatened to be made a named defendant or respondent in an action, suit, proceeding or arbitration in advance of the final disposition of the action, suit, proceeding or arbitration and without any determination as to the Person’s ultimate entitlement to indemnification; provided, that the payment of such expenses in advance of the final disposition or award of an action, suit, proceeding or arbitration shall be made only upon delivery to the Company of a written affirmation by such Person of his or its good faith belief that he or it has met the standard of conduct necessary for indemnification under this Section 5.6 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section 5.6 or otherwise.

(c) Non-Exclusive Rights. The right to indemnification and the advancement and payment of expenses conferred in this Section 5.6 are not exclusive of any other right that any such indemnified Person may have or acquire under any Law, provision of this Agreement, vote of the Management Committee or the Members or otherwise.

(d) Invalidity. If this Section 5.6 or any portion shall be invalidated on any ground by any court of competent jurisdiction or arbitration panel, then the Company shall indemnify and hold harmless the Manager or Representatives indemnified under this Section 5.6 as to the Adverse Consequences to the full extent permitted by any portion of this Section 5.6 that has not been invalidated, and to the fullest extent permitted by applicable Law.

(e) Insufficient Funds. If the assets of the Company are insufficient to fund any indemnity to which the Manager or any Representative is entitled under this Section 5.6, the Members shall make Capital Contributions to the Company (or if the Company has been terminated, pay to the indemnified Person) in accordance with their respective Interests to fund any such indemnification obligations. In the case of Continuing Obligations, proportionate liability of the Members (including the Manager) for any indemnification hereunder arising from such Continuing Obligations shall be determined in accordance with Section 4.4.

5.7 Resignation; Removal; Replacement.

(a) Voluntary Resignation. The Manager may voluntarily resign at any time upon three (3) months’ prior notice to the Management Committee. Acceptance of such resignation shall not be necessary.

(b) Deemed Resignation. The Manager shall automatically be deemed to resign without the requirement of notice or other notice of any kind effective immediately upon the occurrence of an Insolvency Event with respect to the Manager.

(c) Removal. The Manager may be removed by notice of the other Member to the Manager (i) if the Interest of the Manager and its Affiliates becomes less than fifty percent (50%), or (ii) for Misconduct of the Manager or any Member that is an Affiliate of the Manager; provided, such notice shall be delivered to the Manager within ninety (90) days after the date such other Member has notice or knowledge of the event giving rise to the removal right.

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(d) Replacement. If the Manager resigns voluntarily under Section 5.7(a), the other Member may elect to become the successor Manager by notice to the Management Committee within thirty (30) days after the date of the voluntary resignation. If the other Member does not make such an election within such thirty (30)-day period, the successor Manager (who may be a Member, an Affiliate of a Member or a third party) shall be elected by the Management Committee. If the Manager is deemed to resign under Section 5.7(b) or is removed under Section 5.7(c), the Representatives of the other Member may appoint the successor Manager (who may be a Member, an Affiliate of a Member or a third party) by notice to the Management Committee. Any successor Manager shall execute a joinder to this Agreement agreeing to be bound by the provisions of this Agreement that relate to the Manager. The appointment of a successor Manager shall be deemed to pre-date any event causing a deemed resignation of the Manager under Section 5.7(b).

(e) No Effect on Interest. The resignation or removal of a Person as the Manager shall not require or result in the resignation or removal of such Person as a Member, reduce the Interest of such Member or its Representatives, or restrict the right of such Member to appoint Representatives to the Management Committee.

5.8 Payments to Manager. The Manager shall be compensated for its services and reimbursed for its costs in accordance with the Accounting Procedure.

5.9 Affiliate Transactions. The Company shall not enter into any agreement or contract (including the payment of any fees or other compensation) with the Manager, any Affiliate of the Manager or any Member, or any material modification or amendment to any such agreement or contract, except (a) on terms no less favorable than would be the case with unrelated third parties in arm’s-length transactions, (b) with the approval of the Representatives of each Member that is not a party (and whose Affiliates are not a party) to the agreement, contract, modification or amendment, or (c) as specifically provided in this Agreement or in the then current approved Program and Budget; provided that the Members acknowledge that the services to be performed by the Manager may be delegated to any Affiliate of the Manager and performed by such Affiliate, and costs and charges for such services shall be paid and reimbursed by the Company from the Business Account to the same extent as if such services were performed directly by the Manager.

5.10 Changes to Mining Law. The Members are aware that the mining Laws of the United States or the State of Wyoming pertaining to unpatented mining claims and millsites or activities thereon may be amended, or new Laws may be enacted. In that event, the Management Committee shall have the option (but not the obligation, except to the extent required under Underlying Agreements) of causing the Manager to maintain the rights and obligations of the Company in and to the Properties and the lands covered thereby pursuant to those new or amended Laws, subject to this Agreement and to the extent allowable, including the right to cause the Manager to convert any portion of the Properties consisting of unpatented mining claims or millsites to any new property rights that may be created, and all of the terms and conditions of this Agreement shall apply to such new property rights.

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ARTICLE VI

PROGRAMS AND BUDGETS; ACCOUNTING AND REPORTING

6.1 Initial Program and Budget. The initial Program and Budget, which has been adopted by the Members, is attached as Exhibit E.

6.2 Operations Under Programs and Budgets. Except as otherwise provided in this Agreement, Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired consistent with adopted Programs and Budgets. Each Program and Budget shall provide for (a) accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget, and (b) payment of all obligations of the Company under the Purchase Agreement and the Underlying Agreements.

6.3 Presentation of Updated Business Plan, Proposed Programs and Budgets.

(a) Not later than July 15 of each calendar year, the Manager shall prepare updates to the Business Plan for the succeeding three (3)-year period and submit the updated Business Plan to the Management Committee for its review and approval. The updated Business Plan shall incorporate such revisions and objectives as may be necessary to timely achieve first uranium production from the Properties during the First Production Target Period and, if applicable, satisfy the Company’s minimum expenditure requirements under the Purchase Agreement. On or before August 30 of each calendar year, the Management Committee shall review, propose modifications to, and approve the updated Business Plan.

(b) Not later than October 15 of each calendar year, the Manager shall prepare a proposed Program and Budget for the succeeding calendar year or longer such period approved by the Management Committee and submit the proposed Program and Budget for such calendar year or other period to the Management Committee for its review and approval. The proposed Program and Budget shall be accompanied by a notice of the date and time of the meeting to be held under Section 6.4 to consider the proposed Program and Budget, which date shall not be less than twenty (20) days after the submission of the proposed Program and Budget to the Management Committee.

(c) The Manager shall ensure that (i) proposed Programs and Budgets appropriately provide for Operations necessary to achieve first uranium production from the Properties during the First Production Target Period, (ii) any Programs and Budgets proposed during the three (3)-year effectiveness of the Business Plan align with the then-effective Business Plan, and (iii) provide for sufficient Operations and funding to satisfy the Company’s minimum expenditure requirements under the Purchase Agreement; provided, however, that subject to Sections 5.4 and 5.5, the Manager shall not be liable to the Members if it complies with this Section 6.3(c) but first uranium production from the Properties is not achieved during the First Production Target Period.

6.4 Approval of Proposed Programs and Budgets. On or before November 15 of each calendar year at a meeting of the Management Committee, the Representatives of each Member shall submit in writing to the Management Committee whether such Representatives (a) approve the proposed Program and Budget, (b) propose modifications to the proposed Program and Budget, or (c) reject the proposed Program and Budget. If the Representatives of a Member do not approve the proposed Program and Budget, then the Management Committee shall call another meeting to be held within fifteen (15) days after the first meeting to consider the Program and Budget and to vote on a revised Program and Budget. During such fifteen (15)-day period, the Manager shall negotiate in good faith with the Representatives to develop a revised Program and Budget that is acceptable to all of the Representatives, and shall deliver its revised Program and Budget to the Representatives at or before the subsequent meeting, but neither the Manager nor any Representatives shall have any obligation to agree to any particular modification to the Program and Budget during such negotiations. At the subsequent meeting to again vote on the Program and Budget (taking into account any revisions proposed by the Representatives during the negotiation period), the Representatives of each Member shall vote to either accept or reject the revised Program and Budget but may not propose additional modifications. If one (1) or more Representatives do not attend any meeting of the Management Committee, the purpose of which is to review and approve a Program and Budget or an Amendment, then the Representatives present at the meeting may approve the proposed Program and Budget, but no other action may be taken at the meeting.

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6.5 Amendments. The Manager may propose amendments (“Amendments”) to any currently approved Program and Budget from time to time before incurring costs under the Amendment. The Representatives of each Member shall have fifteen (15) days after the proposal of an Amendment by the Manager to submit in writing to the Management Committee one of the responses described in clause (a), (b), or (c) of Section 6.4 (substituting “Amendment” for “Program and Budget” in each case). If the Representatives of a Member fail to respond within the fifteen (15)-day period, then those Representatives shall be deemed to have approved the proposed Amendment. If the Representatives of a Member timely submit to the Management Committee their rejection of, or proposed modifications to, the proposed Amendment, then the Manager may call a special meeting of the Management Committee under Section 5.2(c) to vote on an Amendment. If the Manager calls such a meeting, the Manager shall negotiate in good faith with the Representatives to develop an Amendment that is acceptable to all of the Representatives and shall deliver its revised Amendment to the Representatives at or before the meeting. At the meeting to vote on the Amendment (taking into account any revisions made by the Manager during the negotiation period), the Representatives of each Member shall vote to either accept or reject the revised Amendment but may not propose additional modifications. Each such Program and Budget, as amended, shall be treated as a new Program and Budget and each Member shall be entitled to make new elections under Section 6.6 as to their participation in Joint Funding with respect to the remaining period under the amended Program and Budget.

6.6 Election to Participate.

(a) By notice to the Management Committee (a “Non-Contribution Notice”) within twenty (20) days after the final vote adopting a Program and Budget, a Member (a “Non-Contributing Member”) may elect to contribute to such Program and Budget in some lesser amount than in accordance with its Interest, or may elect not to contribute any amount to such Program and Budget; provided that, if the Parties’ Interests are anything other than 50/50 and the adopted Program and Budget is primarily for mine construction or other Development, each Member shall have ninety (90) days after the final vote to make its contribution election; and provided further that during that ninety (90)-day period the Manager may continue to conduct Operations under the terms and conditions of the previously approved Program and Budget using the funds available pursuant to cash calls previously made pursuant to Section 3.4. If a Member does not timely provide a Non-Contribution Notice to the Management Committee, such Member shall be deemed to have elected to contribute to the Program and Budget in proportion to its Interest as of the beginning of the period covered by the Program and Budget. The difference, if any, between the amount that the Non-Contributing Member would otherwise be required to contribute in accordance with its Interest and the amount, if any, that the Non-Contributing Member elects or is deemed to elect to contribute, is referred to as the “Underfunded Amount.”

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(b) If a Non-Contributing Member timely delivers a Non-Contribution Notice, and the other Member has or is deemed to have elected to contribute its proportionate amount to the Program and Budget in accordance with its Interest, such other Member (the “Contributing Member”) shall have the right (but not the obligation) to elect by notice to the Non-Contributing Member delivered within ten (10) days after its receipt of the Non-Contribution Notice, to contribute all or any portion (an “Excess Contribution”) of the Underfunded Amount to such Program and Budget.

(c) If a Non-Contributing Member timely delivers a Non-Contribution Notice, the Interest of each Member shall, subject to Section 6.7, be adjusted, effective as of the beginning of the period covered by the Program and Budget, to equal a fraction, expressed as a percentage:

(i) the numerator of which equals:

(A) the Contributed Capital of the Member as of the beginning of the period covered by the Program and Budget; plus

(B) the amount, if any, that the Member has agreed to contribute to the Program and Budget; plus

(C) if the Member is a Contributing Member, the amount of the Excess Contribution, if any, that the Contributing Member has agreed to contribute to the Program and Budget with respect to the Underfunded Amount, multiplied by the Non-Contribution Dilution Multiple; and

(ii) the denominator of which equals the sum of the amounts calculated under Section 6.6(c)(i) above for all Members.

(d) If a Non-Contributing Member delivers a Non-Contribution Notice and the Contributing Member does not elect to contribute the entire Underfunded Amount, (i) if the Manager or its Affiliate is the Contributing Member, the Manager shall adjust the Program and Budget to the extent the Manager reasonably deems necessary to take into account the reduced contributions, and (ii) if the Member that is not the Manager or an Affiliate of the Manager is the Contributing Member, the Representatives of that Member shall adjust the Program and Budget to the extent such Representatives reasonably deem necessary to take into account the reduced contributions. The Program and Budget as adjusted under this Section 6.6(d) shall replace the Program and Budget previously adopted by the Management Committee for the Program and Budget period.

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6.7 Recalculation and Restoration for Actual Contributions.

(a) If a Non-Contributing Member timely delivers a Non-Contribution Notice for a Program and Budget and the Interests of the Members are adjusted under Section 6.6(c), then within thirty (30) days after the completion of the Program and Budget, the Manager shall deliver a written report to the Members of the total amount of Capital Contributions actually made by the Members under cash calls for the Program and Budget.

(b) If the actual amount of Capital Contributions is more or less than the budgeted amount in the adopted Budget, the Interests shall be recalculated under Section 6.6(c) by substituting the actual amount of Capital Contributions made by each Member (including any deemed Capital Contributions made by the Non-Contributing Member under Section 6.7(c)) during the Program and Budget period for the estimated amounts used in calculating the adjustments to the Interests at the beginning of the Program and Budget period.

(c) If the actual amount of Capital Contributions is less than eighty percent (80%) of the budgeted amount in the adopted Budget, the Non-Contributing Member may elect to reimburse the Contributing Member for all (but not less than all) of the amount of the Excess Contribution actually contributed by the Contributing Member by delivering a notice of its election to the Contributing Member within fifteen (15) days after receipt of the Manager’s report. The notice shall be accompanied by payment in the amount of the actual Capital Contributions of the amount of the Excess Contribution, together with interest at the Prime Rate from the date of each such Capital Contribution to the date paid. If the Non-Contributing Member makes this election, for all purposes under this Agreement (including the readjustment to the Interests under Section 6.7(b)), each Capital Contribution previously made by the Contributing Member for the amount of the Excess Contribution shall instead be deemed to have been a loan from the Contributing Member to the Non-Contributing Member on the date of the contribution, followed by an immediate Capital Contribution of the same amount by the Non-Contributing Member to the Company.

(d) If the Interests are recalculated under Section 6.7(b), and either distributions were made, or any items of Profit, Loss or credit were allocated to the Members during the period covered by the Program and Budget based on the Interests as adjusted under Section 6.7(c) at the beginning of the Program and Budget period, (i) in the case of distributions, the amount of subsequent distributions to be made to the Contributing Member shall be decreased, and the amount of subsequent distributions to the Non-Contributing Member shall be increased, until the Non-Contributing Member has received distributions from the Company, to the extent possible, in the amounts that the Non-Contributing Member would have received, and (ii) in the case of allocations, the Manager shall cause the Company to make such offsetting allocations of items of Profit, Loss or credit in a manner reasonably determined by the Manager, so that the Members have been allocated, to the extent possible, the amounts that the Members would have been allocated, in each case if the Members’ Interests at the beginning of the period covered by the Program and Budget had equaled the Interests recalculated under Section 6.7(b), taking into account any reimbursement of the amount of the Excess Contribution under Section 6.7(c).

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6.8 Deadlock on Proposed Programs and Budgets.

(a) If the Members, acting through the Management Committee, fail to approve a Business Plan under Section 6.3 or a Program and Budget under Section 6.4 by the beginning of the period to which the proposed Business Plan or Program and Budget applies, subject to the contrary direction of the Management Committee and to the receipt of necessary funds, the Manager shall continue Operations at levels and amounts substantially comparable with the last adopted Business Plan or Program and Budget. The Members shall continue to make Capital Contributions in accordance with the Interests applicable to the last adopted Business Plan or Program and Budget in response to capital calls from the Manager to fund such Operations during a deadlock. During the continuation of a deadlock with respect to a proposed Business Plan or Program and Budget, the Manager shall ensure that Operations are conducted in furtherance of the objectives set forth in the Business Plan and the principles set forth in Section 2.3.

(b) If the Members remain unable to agree on a Business Plan or a Program and Budget for a period of one hundred eighty (180) days after the beginning of any calendar year, then the provisions of Section 6.8(c) shall apply.

(c) Following the end of the one hundred eighty (180)-day period referred to in Section 6.8(b), a meeting shall be held promptly between the Members, at a time and place to be mutually agreed, attended by officers of each Member who have decision-making authority regarding the Business Plan and the proposed Program and Budget, to attempt in good faith to negotiate a resolution of the impasse and come to agreement on a Business Plan and a Program and Budget. The Manager shall provide notice to the other Member of that meeting. If the representatives of the Members do not meet within ten (10) Business Days following delivery of notice of the meeting by the Manager, if the Manager does not deliver such a notice, or if following the Members’ timely meeting the impasse is not resolved, the impasse shall be submitted to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association. In that event, the Members will jointly appoint a mutually acceptable mediator and, if the Members are unable to agree upon an appointment within ten (10) days after the date a mediator is first proposed by either Member, they will seek the assistance of the American Arbitration Association for the appointment of a mediator. In any such mediation, the mediator shall have an educational and/or professional background (which may include legal experience) in the development and operation of uranium mines. The Members shall confer with the mediator within twenty (20) days following the mediator’s appointment. If the Members are not successful in resolving the impasse through mediation, the resolution of the deadlock shall be settled by arbitration in accordance with this Section 6.8(c). Either Member may initiate the arbitration procedure at any time after the completion of the mediation proceedings by delivering a demand for arbitration to the other Member. The arbitration shall be conducted in accordance with the Wyoming Arbitration Act (Wyoming Statutes 1-36-101, et seq.) and, as applicable, the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), in each case as modified by this Section 6.8(c) (and in the event of any conflict between the provisions of this Section 6.8(c) and Wyoming Arbitration Act or the AAA Rules, the provisions of this Section 6.8(c) shall control). Any mediation or arbitration shall be held in Casper, Wyoming. In any such arbitration, the arbitration shall be conducted by a three (3)-member panel (with one (1) arbitrator appointed by each member, and each such arbitrator serving as a neutral arbitrator, and the third arbitrator, also neutral, selected by the two (2) appointed arbitrators). The third arbitrator selected by the appointed arbitrators shall have a professional background (which may include legal experience) in the development and operation of uranium mines. In any arbitration proceeding, each Member shall submit its proposed Business Plan and proposed Program and Budget, and the sole role of the arbitration panel shall be to select one (1) of the two (2) proposals as the Business Plan and Program and Budget that will be binding on the Members, considering the prevailing market for uranium, likely market trends, applicable micro and macro-economic factors, and such other factors as the arbitration panel shall deem reasonable. The arbitration panel shall have no authority to craft and impose its own Business Plan or Program and Budget, and shall have no authority to impose damages of any kind. The costs and fees for all mediation and arbitration proceedings regarding an impasse concerning the Management Committee’s adoption of a Program and Budget or Business Plan shall be allocated equally between the Members regardless of their respective then-current Interests. Either Member may bring an action in a court of competent jurisdiction to specifically enforce the arbitration panel’s decision rendered under this Section 6.8(c).

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6.9 Budget Overruns; Program Changes. The Manager shall immediately provide notice to the Management Committee of any material departure from an adopted Program and Budget. If the Manager exceeds an adopted Budget (as amended under Section 6.5), then the excess, unless directly caused by an emergency or unexpected expenditure made under Section 6.10 or unless otherwise authorized by the unanimous approval of the Management Committee, shall be at the sole cost and expense of the Manager and shall not be considered a Capital Contribution or taken into account in the calculation of Interests.

6.10 Emergency or Unexpected Expenditures. In case of an emergency, the Manager may take any reasonable action it deems necessary to protect life, limb or property, to protect the Assets or to comply with Laws. The Manager may also make reasonable expenditures for unexpected events that are beyond its reasonable control and that do not result from a breach by it of its standard of care in Section 5.4, subject to Section 5.5. The Manager shall promptly provide notice to the Members of the emergency or unexpected expenditure, and shall be reimbursed for all resulting costs by the Company, which costs shall be funded by the Members making additional Capital Contributions to the Company under Sections 3.3 and 3.5 in proportion to their respective Interests at the time the emergency or unexpected expenditures are incurred.

6.11 Reports. The Manager shall promptly submit to the Management Committee the following reports:

(a) monthly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month;

(b) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget;

(d) copies of any reports prepared by or on behalf of the Company concerning Operations;

(e) quarterly unaudited financial statements for each calendar quarter, delivered within thirty (30) days after the completion of the applicable calendar quarter;

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(f) a detailed final report within thirty (30) days after completion of each Program and Budget, which report shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and

(g) such other reports as the Management Committee may reasonably request.

6.12 Inspection Rights. Upon at least two (2) days’ written request to the Manager and during normal business hours, the Manager shall (a) provide to the Representatives, accountants, advisors and other representatives of each Member, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information in the possession or control of the Manager pertaining to the Company or the Operations, and (b) at the sole risk of the requesting Member, and subject to the safety requirements of applicable Laws and the Manager’s reasonable safety policies and procedures, permit the Representatives, accountants, advisors and other representatives of each Member to inspect the Assets and Operations. The requesting Member shall use commercially reasonable efforts to prevent any such inspections from unreasonably interfering with Operations or the other business and operations of the Manager. The cost and expense of any such access, inspection shall be borne entirely by the requesting Member, and the requesting Member shall indemnify, defend and hold harmless the Company, the Manager and the Affiliates of the Manager, and their respective directors, officers, managers, employees and agents, from and against any Adverse Consequences for bodily injury or property damage arising from or caused by any such inspections.

6.13 Independent Audit. Upon request made by any Member within twelve (12) months after the end of any calendar year (or, if the Management Committee has adopted an accounting period other than the calendar year, within twelve (12) months after the end of such period), the Manager shall cause an independent accounting firm selected by the Management Committee (the “Independent Accountant”) to conduct an independent audit of the financial statements of the Company for such calendar year (or other accounting period). Promptly after the completion of any such independent audit, the Manager shall deliver a copy of the report of the Independent Accountant on the financial statements of the Company, together with a detailed report of costs and expenditures of the Company (including all costs and expenditures for which the Manager sought reimbursement) for such year or other accounting period prepared in accordance with GAAP and reconciled to the financial statements audited by the Independent Accountant and to the monthly reports provided to the Members under Section 6.11. All written exceptions to and claims (other than exceptions or claims based on fraud) upon the Manager by any Member relating to costs and expenditures incurred by or on behalf of the Company for such year or other accounting period shall be made by notice to the Manager delivered not more than three (3) months after receipt of the audit report and the related report of costs and expenditures or shall be deemed forever waived and released.

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ARTICLE VII

DISTRIBUTIONS; DISPOSITION OF PRODUCTION

7.1 Distributions.

(a) Generally. Except as otherwise provided in this ARTICLE VII, the aggregate amount of all distributions to the Members and the timing of all such distributions shall be determined by the Management Committee.

(b) Cash Distributions. Except as provided in Section 7.2, cash distributions shall be made to the Members pro rata in proportion to their respective Interests; provided, that (i) all cash resulting from the sale of Usuran Products under Section 7.3 shall be distributed to Usuran, and (ii) all cash resulting from the sale of SLE Products under Section 7.3 shall be distributed to SLE.

(c) Distributions In Kind. During the existence of the Company, no Member shall be entitled or required to receive as distributions from the Company any Company asset other than money. Upon the dissolution and winding-up of the Company, those Members that agree in writing may be distributed in-kind undivided interests in the Assets of the Company in accordance with Section 9.4. Except as otherwise provided in this ARTICLE VII or as otherwise determined by the Management Committee, (i) all distributions to the Members shall be in cash, (ii) no Member shall have the right to demand distributions in cash or in kind, and (iii) all distributions to the Members in kind shall be made to the Members pro rata in proportion to their respective Interests.

(d) Tax Distributions. Notwithstanding other provisions of this ARTICLE VII, prior to making non-liquidating distributions pursuant to any other provisions of this Section 7.1, the Company shall make cash distributions (“Tax Distributions”) to the Members, pro rata in proportion to their relative positive Tax Distribution Amounts, until all positive Tax Distribution Amounts are reduced to zero. Amounts withheld and paid to a tax authority with respect to a Member shall be treated as Tax Distributions made to the Member. Tax Distributions shall (i) be treated (for purposes of Section 7.1, but not for Capital Account purposes) as nonrecourse advances on future distributions payable to the Members under Section 7.1, (ii) reduce amounts otherwise distributable under the preceding provisions of this Section 7.1 to the recipient Members as quickly as possible, and (iii) reduce the Capital Account balances of the recipient Members in the same manner as other distributions. The Company shall use commercially reasonable efforts to cause Tax Distributions to be made within thirty (30) days after the end of each calendar quarter, based on the Tax Distribution Amounts of each Member as of the end of each such quarter after giving effect to allocations pursuant to Exhibit C for such quarter.

7.2 Liquidating Distributions. Notwithstanding Section 7.1, all distributions made in connection with the sale or exchange of all or substantially all of the Company’s assets and all distributions made in connection with the liquidation of the Company shall be made to the Members in accordance with their respective Capital Account balances at the time of distribution after taking into account the adjustments to the Capital Accounts under Section 5.2 of Exhibit C, all allocations of items of Profit and Loss under Article III of Exhibit C, all sales of Products and all distributions through the date of the final distribution. All distributions to the Members under this Section 7.2 shall be made in accordance with the requirements of Treasury Regulations §§ 1.704-1(b)(2)(ii)(b)(2) and (3).

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7.3 Disposition of Products.

(a) Disposition by the Company of Products shall be governed by this Section 7.3. On a monthly basis, all products produced by the Company during the month shall be apportioned between Usuran and SLE in accordance with their relative Interests on the last day of the month, with the portion apportioned to Usuran referred to as “Usuran Products,” and the portion apportioned to SLE referred to as “SLE Products.” Except as otherwise provided in this Section 7.3, the Company shall dispose of Products under arrangements as may be approved by the Management Committee from time to time. Generally, except as adjusted pursuant to Section 7.3(b), Products shall be disposed of in the order in which produced, and each disposition of Products shall be treated as a disposition by the Company of Usuran Products and SLE Products in proportion to the applicable Interests.

(b) The Management Committee shall, on a monthly basis, provide each Member a summary of the anticipated monthly production of Products for the following twelve (12) months, and a summary of all outstanding agreements or commitments on behalf of the Company for the disposition of Products. Each Member (a “Requesting Member”) may by notice to the Company (i) request to purchase all or any specified amount of any uncommitted portion of the Requesting Member’s share of Products at such price and on such other terms as may be designated by the Requesting Member, and (ii) request that the Management Committee enter into a purchase agreement with a designated third party for all or any specified portion of the Requesting Member’s share of Products, at such price and on such other terms as may be specified by the Requesting Member. The Management Committee shall give effect to any such request, to the extent that doing so would not cause the Company to be in breach of any of its obligations to third parties. Following any such request, future sales or dispositions of Products by the Company shall be apportioned between the Members as reasonably determined by the Management Committee in order to give effect to such request, rather than as provided in Section 7.3(a).

(c) Any additional expenses or obligations incurred by the Company in the selling and separate disposition thereafter to or at the request of any Requesting Member of all or any portion of its share of Products, including any storage, freight to final destination, insurance, premiums, losses, claims, damages and liabilities, shall be an expense of such Member, and shall be reimbursed by such Member to the Company within thirty (30) days after receipt of an invoice for the same from the Manager, or may be recovered by the Manager from amounts otherwise distributable to the Requesting Member. Any such reimbursement or recovery shall not be considered a Capital Contribution and shall not increase the Capital Account of the Requesting Member. In addition, any costs and expenses attributable to any disposition of Products apportioned between the Members in accordance with the last sentence of Section 7.3(b), rather than in accordance with Section 7.3(a), shall be apportioned between the Members in accordance with their relative interests in the Products being separately disposed of.

(d) If a Member either (i) fails to contribute to an adopted Program and Budget that provides for Capital Contributions for operating costs, or (ii) fails to make required Capital Contributions for operating costs under Section 3.6, then the Manager may recover from amounts otherwise distributable to such Member such amounts as are necessary to pay that Member’s share of the operating costs, and shall treat the amounts so recovered as having been distributed to the Member and contributed by the Member to the Company as otherwise required. In the event of such action, the Non-Contributing Member’s Interest shall not be reduced under Section 3.6(c) unless and only to the extent that the amounts so recovered are insufficient to pay that Member’s share of operating costs. For purposes of this Section 7.3(d), “operating costs” shall not include any capital expenditures, other than replacement capital costs.

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ARTICLE VIII

TRANSFERS AND ENCUMBRANCES
OF INTERESTS

8.1 Restrictions on Transfer. Except for Permitted Transfers, Permitted Encumbrances and Permitted Interest Encumbrances, no Member shall Transfer or create an Encumbrance on all or any part of its Interest. Any attempted Transfer of, or creation of an Encumbrance on, all or any portion of an Interest not in accordance with the terms of this ARTICLE VIII shall be null and void and of no legal effect.

8.2 Permitted Transfers and Permitted Interest Encumbrances.

(a) To the extent not otherwise prohibited under Section 8.3, the following Transfers (“Permitted Transfers”) are permitted:

(i) A Member may Transfer all or any portion of its Interest to an Affiliate of such Member without the approval of the other Member or the Manager or any other Person;

(ii) A Member may Transfer all or any portion of its Interest to the other Member without the approval of the Manager or any other Person;

(iii) A Member may Transfer all or any portion of its Interest to any Person with the written approval of the other Member, which approval may be withheld at the other Member’s sole discretion; and

(iv) A Member may Transfer all or any portion of its Interest to any Person without the approval of the other Member or the Manager or any other Person; provided that such Member complies with the provisions of Section 8.4.

(b) To the extent not otherwise prohibited under Section 8.3, a Member may create an Encumbrance on all or any portion of its Interest only with the prior written approval of the other Member, which approval may be withheld at the other Member’s discretion (“Permitted Interest Encumbrances”).

(c) Notwithstanding that Permitted Interest Encumbrances are permitted, any transferee in connection with the foreclosure or a Transfer or power of sale in lieu of foreclosure of any Permitted Interest Encumbrance shall be subject to all of the provisions of this Agreement, and shall not be admitted to the Company as a substitute Member except as provided in Section 8.7.

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8.3 Additional Limitations on Transfers and Encumbrances. Notwithstanding Section 8.2:

(a) If a Transfer is made that causes the termination of the Company as a partnership for Federal income tax purposes, the transferring Member and the transferee shall jointly and severally indemnify, defend and hold harmless the other Member and its Member Indemnified Parties from and against any and all Adverse Consequences arising from such tax termination;

(b) No Transfer permitted by this ARTICLE VIII shall relieve the transferring Member of its share of any liability, whether accruing before or after such Transfer, that arises out of Operations conducted before such Transfer, including as provided in Section 4.4;

(d) If a Member Transfers less than all of its Interest, the transferring Member and its transferee shall thereafter act and be treated as one (1) Member, with the Member with the greater Interest hereby appointed the agent and attorney-in-fact of the Member with the lesser Interest with respect to the exercise of all rights to vote, consent, approve or otherwise make any decisions with respect to the management or Operations or the Company;

(e) No Member shall create an Encumbrance on all or any portion of an Interest or any economic interest therein, unless the Encumbrance expressly is subordinate to the terms of any pledge or security interest of the Interest or portion thereof that secures or is contemplated by this Agreement to secure in the future any obligation of the Company to any third party lenders, including any Project Financing; and

(f) Only United States currency shall be used for Transfers for consideration.

8.4 Right of First Refusal; Tag Along Right.

(a) Except for Permitted Transfers described in Section 8.2(a)(i) through 8.2(a)(iii), if a Member (the “Selling Member”) receives a bona fide offer (an “Offer”) from a third party (a “Potential Acquiror”) to acquire the Selling Member’s entire Interest, and the Selling Member desires to accept the Offer, then the Selling Member may not accept the Offer until the Selling Member first provides notice of the Offer (an “Offer Notice”) to the other Member (the “Notified Member”) describing the Offer, including the proposed purchase price (the “Offered Price”) and all of the other proposed terms and conditions of the Offer (the “Offered Terms”).

(b) The Notified Member shall have the following rights for a period of twenty (20) Business Days after receipt of an Offer Notice, which rights may be elected by providing notice of election to the Selling Member within such twenty (20) Business Day period:

(i) elect to purchase all, but not less than all, of the Selling Member’s Interest for the Offered Price and on the other Offered Terms (the “ROFR”), or

(ii) elect to participate in the sale to the Potential Acquiror by selling all of the Notified Member’s Interest to the Potential Acquiror on identical terms and conditions to those set forth in the Offer (the “Tag Along Right”).

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(c) If the Notified Member timely elects to exercise the ROFR, the parties shall close the sale of the Selling Member’s Interest for the Offered Price and on the Offered Terms on the later of (i) fifty (50) Business Days after the Selling Member provides the Offer Notice, or (ii) five (5) Business Days after the receipt of all required consents and approvals, if any, with respect to such Transfer from all Governmental Authorities.

(d) If the Notified Member timely elects to exercise the Tag Along Right, the Selling Member shall have one hundred and twenty (120) days to consummate the sale of the Selling Member’s Interest and the Notified Member’s Interest to the Potential Acquiror. The Notified Member’s election to exercise the Tag Along Right shall be irrevocable during such one hundred and twenty (120)-day period, and the Notified Member shall be bound and obligated to consummate the Transfer on terms identical to those set forth in the Offer. Consideration received from the Transfer will be apportioned to the Selling Member and the Notified Member pro rata in proportion to their respective Interests Transferred.

(e) If the Notified Member does not elect to exercise the ROFR or the Tag Along Right, or the Notified Member fails to close the purchase of the Selling Member’s Interest pursuant to the ROFR within the time period specified above, the Selling Member may accept the Offer and Transfer its Interest to the Potential Acquiror during the later of (1) the ninety (90)-day period after the expiration of such twenty (20) Business Day election period, or (2) if the Notified Member elects to purchase but fails to close within the time period specified above, the ninety (90)-day period after the expiration of such period. If the Selling Member does not sell its Interest in accordance with the terms described above within the foregoing ninety (90)-day period, the Selling Member shall again afford the Notified Member the ROFR and the Tag Along Right in this Section 8.4 with respect to subsequent bona fide offers from a third party to sell, assign or dispose of the Selling Member’s Interest.

8.5 Drag Along Right.

(a) If a Member holding a majority of the Interests in the Company (the “Majority Member”) proposes to sell its entire Interest to a third party that is not an Affiliate of the Majority Member, then the Majority Member shall have the right, but not the obligation, after delivering the Drag Along Notice in accordance with Section 8.5(b), to require that the other Member (the “Minority Member”) to participate in such sale on the same terms and conditions as the Majority Member, as set forth in the applicable Drag Along Notice (the “Drag Along Right”).

(b) The Majority Member will exercise the Drag Along Right by delivering a written notice (the “Drag Along Notice”) to the Minority Member no later than twenty (20) Business Days prior to the closing date of the proposed sale. The Drag Along Notice must set forth the purchase price and material terms of the sale. The delivery by the Majority Member of the Drag Along Notice will bind the Minority Member to sell its entire Interest under terms and conditions identical to those pursuant to which the Majority Member proposes to sell its Interest.

(c) Consideration received from the sale will be apportioned to the Majority Member and the Minority Member pro rata in proportion to their respective Interests sold.

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(d) Where multiple Members propose to jointly sell their Interests, and such Members’ Interests represent a majority of the Interests of the Company, then such Members may collectively exercise the Drag Along Right and shall be jointly considered the “Majority Member” for purposes of this Section 8.5.

8.6 Changes of Control.

(a) Neither Member may enter into any transaction with a third party (the “COC Acquiror”) resulting in a Change of Control of such Member (a “Proposed COC Transaction”) unless such Member (the “Offering Member”) offers to sell its entire Interest to the other Member (the “Receiving Member”). The Offering Member shall promptly notify the Receiving Member in writing (the “COC Notice”) of the Offering Member’s intention to enter into a Proposed COC Transaction. The Offering Member and the Receiving Member shall then negotiate in good faith the terms of sale of the Offering Member’s Interest, which terms must be mutually agreed between the Offering Member and the Receiving Member within thirty (30) days after the Receiving Member receives the COC Notice. If the Offering Member and the Receiving Member are unable to agree on the terms of sale within such thirty (30)-day period, then the Offering Party will have one hundred and twenty (120) days to close the Proposed COC Transaction. If the Offering Member does not close the Proposed COC Transaction within the foregoing one hundred and twenty (120)-day period, the Offering Member shall not enter into any Proposed COC Transaction until it has again complied with the requirements of this Section 8.6.

(b) Neither Member may enter into any transaction resulting in a Change of Control unless the COC Acquiror, as a condition to closing such transaction, agrees in writing to execute a counterpart to this Agreement and assume and perform all obligations of the Member to whom the Change of Control applies (the “COC Member”). Upon the occurrence of a Change of Control in violation of this Section 8.6(b), the Member that is not subject to the Change of Control may deliver notice in writing to the COC Member stating that the Change of Control of the COC Member violated this Section 8.6(b), and unless the violation has been remedied within ten (10) Business Days after the COC Member’s receipt of such notice, all rights of the COC Member under this Agreement will be automatically suspended until such time as the COC Acquiror complies with the requirements of this Section 8.6(b).

8.7 Substitution of a Member.

(a) Except as provided in Section 8.7(c), no transferee (by conveyance, foreclosure, operation of Law or otherwise) of all or any portion of an Interest shall become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative. A transferee of an Interest that receives unanimous approval to become a Member shall succeed to all of the rights and interest of his transferor in the Company. A transferee of a Member that does not receive unanimous approval to become a Member shall not become a Member and shall have no rights under this Agreement or the Act applicable to a Member.

(b) Except as provided in Section 8.7(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved,

merged or consolidated, except that the representative or successor shall not become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the rights and interests of his predecessor in the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member and shall have no rights under this Agreement or the Act applicable to a Member.

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(c) Notwithstanding Sections 8.7(a) and (b), subject to compliance with Sections 8.3, 8.7(d), 8.8 and 8.9, a transferee of all or a portion of an Interest in connection with a Permitted Transfer shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee.

(d) No Transfer of any interest in the Company otherwise permitted under this Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor’s obligations to the extent of the interest Transferred, and shall have agreed to be bound by all the terms and conditions of this Agreement, by written instrument in form and substance reasonably satisfactory to the non-transferring Members.

(e) Upon the unanimous determination of the Management Committee that a transferee or the successor or representative of a Member has met the requirements for admission as a Member, the Manager shall have the authority and duty to amend this Agreement and to execute on behalf of the Members and the Company such amendments and other documents to the extent necessary to reflect the admission of such transferee as a substituted Member.

(f) Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its Interest Transferred to the transferee; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) or any obligation that under Section 11.13 survives the Transfer of all or any portion of a Member’s Interest, unless each other Member agrees in writing to any such release.

8.8 Conditions to Substitution. As conditions to its admission as a Member, an assignee, transferee or successor of a Member shall (a) execute and deliver any instruments, in form and substance satisfactory to the non-transferring Members, as the non-transferring Members reasonably request, and (b) pay all reasonable expenses in connection with its admission as a substituted Member.

8.9 Admission as a Member. No Person shall be admitted to the Company as a Member unless either (a) the Interest or part thereof acquired by such Person has been registered under the Securities Act, and any applicable state securities Laws or (b) the Company has received a favorable opinion of the transferor’s legal counsel or of other legal counsel acceptable to the non-transferring Members to the effect that the Transfer of the Interest to such Person is exempt from registration under those Laws. The non-transferring Members, however, may waive the requirements of this Section 8.9.

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8.10 Economic Interest Holders. A transferee or successor to all or any portion of an Interest that is not admitted as a substituted Member of the Company shall be subject to all of the economic and non-economic obligations of a Member under this Agreement, including obligations to make Capital Contributions and reimbursement obligations, but shall not have any of the non-economic rights of a Member under this Agreement. For clarity, the non-economic rights of a Member include, without limitation, rights to vote, consent or approve matters under this Agreement, inspection rights, audit rights, rights to indemnification, and all rights to make any claims or demands against the Company, any Member or the Manager under this Agreement, the Act or otherwise. Each Member, by execution of this Agreement, acknowledges and agrees that any of its transferees or successors that is not admitted as a substituted Member of the Company shall be bound by this Section 8.10 and the other provisions of this Agreement.

ARTICLE IX

RESIGNATION, DISSOLUTION AND LIQUIDATION

9.1 Resignation. A Member may resign from the Company only pursuant to the provisions of this Section 9.1.

(a) Voluntary Resignation. Any Member may resign from the Company for any reason or no reason effective as of the end of the then current Program and Budget period by giving notice to the other Member not later than sixty (60) days before the end of such Program and Budget period. Upon such resignation, the resigning Member shall, subject to and in accordance with Section 9.1(b), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the resigning Member, for no consideration whatsoever, other than the rights of such Member that under Section 11.13 expressly survive the resignation of a Member.

(b) Actions Upon Resignation. Upon the resignation of a Member, or the relinquishment of a Member’s Interest, the Member shall execute and deliver such instruments of assignment and conveyance, conveying its Interest to the Company (or to a designee of the Company designated by the other Member, which may include the other Member or its Affiliates) as the other Member reasonably requests.

9.2 Non-Compete Covenant. A Member that has resigned or is deemed to have resigned or that has relinquished its Interest under Section 9.1, shall not, and shall cause its Affiliates not to, directly or indirectly acquire any interest in property within the Area of Interest for twenty-four (24) months after the effective date of the resignation, deemed resignation, or relinquishment. If such former Member, or any Affiliate of such former Member, breaches this Section 9.2, such former Member shall or shall cause its Affiliate to offer to convey to the Company (or any other Person designated by the Company), without cost, any such property or interest so acquired. Such offer shall be made in writing and may be accepted by the Company at any time within thirty (30) days after its receipt by the Company. In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any remaining Member, on behalf of the Company), may enforce this Section 9.2 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity of proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy.

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9.3 Dissolution. The Company shall be dissolved only upon the unanimous agreement of the Members.

9.4 Liquidation.

(a) Liquidator. Promptly after the dissolution of the Company, the Management Committee shall appoint in writing one (1) or more liquidators (who may be a Member or the Manager) who shall have full authority to wind up the affairs of the Company and to make a final distribution as provided in this Agreement. The liquidator shall continue to conduct Operations with all of the power and authority of the Management Committee and the Manager. Without limiting the previous sentence, the liquidator shall have the power and authority to complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of dissolution, if the transaction or obligation arises out of Operations before the time of dissolution. The liquidator shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company, encumber Assets, and take any other reasonable action in any matter with respect to which the Company continues to have, or appears or is alleged to have, an interest or liability.

(b) Steps of Liquidator. The steps to be accomplished by the liquidator are as follows:

(i) As promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and Operations through the last day of the month in which the dissolution occurs.

(ii) The liquidator shall pay all the debts and liabilities of the Company or otherwise make adequate provision for such debts and liabilities (including, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine) to the extent required by the Act.

(iii) The liquidator shall then by payment of cash or property (at the election of the liquidator, and, in the case of property, valued under Section 5.3 of Exhibit C) distribute to the Members such amounts or property as are required to distribute all remaining amounts or property to the Members in accordance with Section 7.2.

(c) Distributions in Liquidation. In connection with the liquidation of the Company, those Members that agree in writing may be distributed in-kind undivided interests in the Assets of the Company. For purposes of this Section 9.4, a distribution of an asset or an undivided interest in an asset in-kind to a Member shall be considered a distribution of an amount equal to the fair market value of such asset or undivided interest as determined under Section 5.3 of Exhibit C. Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member under this Section 9.4. Any real property, including any mineral interests, distributed to the Members shall be conveyed by special warranty deed subject to all Encumbrances, contracts and commitments then in effect with respect to such property, which shall be assumed by the Members receiving such real property. The distribution of cash or property to the Members in accordance with the provisions of this Section 9.4 shall constitute a complete return to the Members of their respective Capital Contributions and a complete distribution to the Members of their respective interests in the Company and all Company property. Without limiting the provisions of this Agreement that under Section 11.13 survive the termination of the Company, no Member shall have any obligation to contribute to the Company or pay to any other Member any deficit balance in such Member’s Capital Account.

Limited Liability Company Agreement of Powder River Basin LLC: Page 37

(d) Compliance with Laws; Timing. Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be completed within the time limits imposed by Treasury Regulations section 1.704-1(b)(2)(ii) and Treasury Regulations section 1.704-1(b)(2)(ii)(g).

9.5 Termination. Upon the completion of the distribution of the Company’s Assets as provided in Section 9.4, the Company shall be terminated and the liquidator shall file a certificate of cancellation of the certificate of formation of the Company and shall take such other actions as may be necessary to terminate the existence of the Company.

ARTICLE X

AREA OF INTEREST; ABANDONMENT

10.1 Acquisitions Within Area of Interest.

(a) General. Except as provided in this Section 10.1, no Member or former Member shall, or permit any of its Affiliates to, acquire any interest or right to acquire any interest in any real property, minerals or water rights relating to real property wholly or partially within the Area of Interest (collectively, “Covered Real Property”), either directly or indirectly, alone, or as a member, partner, stockholder or other investor in any Person, at any time until the earlier of (i) the termination of the Company and (ii) the date that is twenty-four (24) months after the date that such Person no longer is a Member in the Company for any reason. In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any Member, on behalf of the Company), may enforce this Section 10.1 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity of proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy.

(b) Notice to Other Member. Within ten (10) days after the acquisition by any Member (the “Acquiring Member”) or any Affiliate of the Acquiring Member of any Covered Real Property (excluding Covered Real Property acquired by or on behalf of the Company under a Program), the Acquiring Member shall provide notice to the other Member of such acquisition. The Acquiring Member’s notice shall describe in detail the terms of the acquisition (including the associated costs), the Covered Real Property subject to the acquisition, whether or not the Acquiring Member believes the acquisition of the Covered Real Property by the Company is in its best interests, and the reasons for its conclusions. In addition to the notice, the Acquiring Member shall make any and all information concerning the Covered Real Property and the terms of the acquisition available for inspection by the other Member. Any acquisition contracts by which any Covered Real Property is acquired shall include provisions allowing for the transfer of the Covered Real Property to the Company without the consent of any counterparty thereto or any other third party.

Limited Liability Company Agreement of Powder River Basin LLC: Page 38

(c) Option Exercised. If, within twenty (20) days after receiving the Acquiring Member’s notice, the other Member provides notice to the Acquiring Member that it elects to participate in the Covered Real Property, the Acquiring Member shall, or shall cause its Affiliate to, convey to the Company (or to the other Member or another entity as mutually agreed by the Members), by special warranty deed, its entire interest or right to acquire the Covered Real Property (or if to the other Member, a proportionate undivided interest in the Covered Real Property based on the Interests of the Members), free and clear of all Encumbrances arising by, through or under the Acquiring Member and its Affiliates, other than those to which both Members have agreed or those Encumbrances created pursuant to the acquisition contracts by which such Covered Real Property was acquired. If conveyed to the Company, the Covered Real Property shall become a part of the Properties for all purposes of this Agreement immediately upon the notice of such other Member’s election to participate. Such other Member shall promptly pay to the Acquiring Member its proportionate share based on Interests of the Acquiring Member’s and its Affiliates’ actual out-of-pocket acquisition costs.

(d) Option Not Exercised. If the other Member does not give notice of its election to participate within the twenty (20)-day period in Section 10.1(c), neither such other Member nor the Company shall have any interest in the Covered Real Property, and the Covered Real Property shall not be a part of the Properties or otherwise be subject to this Agreement.

10.2 Surrender or Abandonment of Property. Either Member may request that the Management Committee authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee does not authorize such surrender or abandonment after such a request, or authorizes such surrender or abandonment over the objection of a Member, subject to the terms of any Project Financing or the incurrence by the Company of any indebtedness or other contractual or legal restrictions binding on the Company, the Member that desires to retain such Properties shall be distributed such Properties without cost to such Member by special warranty deed, free and clear of all Encumbrances created by, through or under the Member that desires for such Properties to be surrendered or abandoned (but subject to any Encumbrances previously created thereon by the Company or existing at the time such Properties were acquired by the Company), which Properties the Members agree shall be assigned an agreed fair market value as of the time of distribution of zero dollars. As and to the extent provided in Section 4.4, the Member that desires to abandon or surrender such Properties shall remain liable to reimburse the acquiring Member and its Indemnified Member Parties for its share (determined by Interests as of the date of such distribution) of any Adverse Consequences with respect to such Properties, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after the date of such distribution, arising out of activities before the date of such distribution.

Limited Liability Company Agreement of Powder River Basin LLC: Page 39

10.3 Reacquisition. If any Properties are abandoned or surrendered by the Company (and not distributed to a Member under Section 10.2), then unless and until the earlier of (a) the dissolution, liquidation and termination of the Company, and (b) the date that is two (2) years following the date of such abandonment or surrender, neither Member nor any Affiliate of a Member shall acquire any interest in such Properties or a right to acquire such Properties. If a Member reacquires or permits any of its Affiliates to reacquire any Properties in violation of this Section 10.3, the other Member may elect by written notice to the reacquiring Member within forty-five (45) days after it has actual notice or knowledge of such reacquisition, to have such Properties contributed to the Company. If such an election is made, the reacquired Properties shall thereafter again be treated as Properties of the Company under this Agreement, and the costs of reacquisition shall be borne solely by the Member required to contribute such Properties to the Company, but shall not be credited to the Contribution Account or the Capital Account of the contributing Member, or taken into account for purposes of calculating the Members’ respective Interests.

ARTICLE XI

MISCELLANEOUS

11.1 Confidentiality.

(a) Subject to Section 11.1(b), each Member and the Manager shall keep confidential and not use, reveal, provide or transfer to any third party any Confidential Information that it obtains or has obtained concerning the Company or the other Member without the prior written consent of the other Member, which consent shall not be unreasonably withheld or delayed, except (i) to the extent that disclosure to a third party is required by Law, (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Person is a party or of which it has knowledge), as evidenced by generally available documents or publications, and (iii) information that was in the disclosing party’s possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from the Company or the other Member (including in its capacity as the Manager).

(b) Notwithstanding Section 11.1(a), Confidential Information may be disclosed without consent to (i) a consultant, contractor, subcontractor, officer, director or employee of the Company, the Manager or any Member or any of their respective Affiliates that has a bona fide need to be informed of the Confidential Information, (ii) any third party to whom the disclosing Member or Manager contemplates a Transfer of all or any part of its Interest or the Assets, (iii) any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or an investment in the disclosing Member or the Company, or (iv) in connection with a press release or public announcement under Section 11.2.

(c) As to any disclosure under clause (i), (ii) or (iii) of Section 11.1(b), (i) the disclosing Member or Manager shall give notice to the other Member concurrently with the making of the disclosure, (ii) only such Confidential Information as the recipient has a legitimate business need to know shall be disclosed, (iii) the recipient shall first agree in writing to protect the Confidential Information from further disclosure to the same extent as the Members and the Manager are obligated under this Section 11.1, and (iv) the disclosing Member or Manager shall be responsible and liable for any use or disclosure by any such recipient that would constitute an impermissible use or disclosure by the disclosing Member or Manager.

Limited Liability Company Agreement of Powder River Basin LLC: Page 40

(d) A Member or Manager shall continue to be bound by this Section 11.1 until the earlier of (i) the date that is two (2) years after the cancellation of the certificate of formation of the Company (notwithstanding the resignation or deemed resignation of such Member or Manager or the Transfer by such Member of its entire Interest), and (ii) the date that is two (2) years after the resignation or deemed resignation of such Member or Manager or, in the case of a Member, the Transfer by such Member of its entire Interest; provided that with respect to any Confidential Information that constitutes “trade secrets” of a Member or the Company under the Uniform Trade Secrets Act or similar applicable Laws, the provisions of this Section 11.1 shall survive indefinitely.

11.2 Public Announcements. Any Member may issue any press release or make any public disclosure concerning the Company or Operations that (a) it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly traded securities or the publicly traded securities of any of its Affiliates, or (b) are made in the ordinary course of shareholder and stakeholder communication consistent with prior press releases of such Member or its Parent Company; provided that if a Member or any of its Affiliates intends to issue such a press release or make such a disclosure, it shall use commercially reasonable efforts to advise the other Member before issuing the press release or making the disclosure; and provided further that if a Member or any of its Affiliates intends to issue such a press release or make such a disclosure, it shall not refer to or use the name of the other Member without the prior written consent of such other Member. Except as provided in the previous sentence, neither the Company, any Member, the Manager, nor any of their respective Affiliates, shall issue any press release or make any public announcement relating to the Company or Operations without the prior written approval of all of the Members.

11.3 Notices. All notices to the Members or the Manager shall be in writing to the applicable address on the signature page to this Agreement and shall be given (i) by personal delivery or recognized international overnight courier, (ii) by electronic communication, with a confirmation sent by registered or certified mail return receipt requested, or (iii) by registered or certified mail return receipt requested. All notices shall be effective and shall be deemed delivered (a) if by personal delivery or by overnight courier, on the date of delivery if delivered before 5:00 p.m. local destination time on a Business Day, otherwise on the next Business Day after delivery, (b) if by electronic communication on the Business Day after receipt of the electronic communication, and (c) if solely by mail, on the Business Day after actual receipt. A Member or Manager may change its address by notice to the other Members.

11.4 Headings. The subject headings of the Articles, Sections and subsections of this Agreement and the Exhibits to this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of their provisions.

Limited Liability Company Agreement of Powder River Basin LLC: Page 41

11.5 Waiver. Except for waivers specifically provided for in this Agreement, rights under this Agreement may not be waived except by an instrument in writing signed by the Member or Manager to be charged with the waiver. The failure of a Member or the Manager to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach of this Agreement shall not constitute a waiver of any provision of this Agreement or limit the Member’s or the Manager’s rights thereafter to enforce any provision or exercise any right.

11.6 Amendment. Except for (a) amendments executed by the Manager in connection with the admission of additional or substituted Members under Sections 2.6 or 8.7(e), and (b) deemed amendments under Section 11.7, notwithstanding the definition of “limited liability company agreement” contained in section 18-101(7) of the Act or any other contrary provision of the Act, no amendment, restatement, modification, or supplement of or to this Agreement shall be valid or shall constitute part of the “limited liability company agreement” of the Company unless it is made in a writing duly executed by each Member or at least one (1) Representative of each Member, which writing specifically indicates that it is amending, restating, modifying or supplementing this Agreement. To the extent reasonably possible, minutes, resolutions and consents of the Management Committee that are executed or approved by at least one (1) Representative of each Member shall be read in a manner consistent with this Agreement. To the extent of any irreconcilable conflict between any provision of this Agreement and any such minutes, resolutions or consents, this Agreement shall control. Under no circumstances shall any consent or approval of the Management Committee that is not executed or approved by each Member or at least one (1) Representative of each Member amend, restate, modify or supplement this Agreement.

11.7 Severability. If at any time any covenant or provision contained in this Agreement is deemed in a final, non-appealable ruling of a court or other body of competent jurisdiction to be invalid or unenforceable, such covenant or provision shall be considered divisible and shall be deemed immediately amended and reformed to include only such portion of such covenant or provision as such court or other body has held to be valid and enforceable. Such covenant or provision, as so amended and reformed, shall be valid and binding as though the invalid or unenforceable portion had not been included in this Agreement.

11.8 Force Majeure. Except for any obligation to make Capital Contributions or other payments when due under this Agreement, the obligations of a Member or the Manager shall be suspended to the extent and for the period that performance is prevented in whole or in part by a Force Majeure Event. The affected Member or Manager shall promptly give notice to the other Member of the Force Majeure Event and the suspension of performance, stating in the notice the nature of and the reasons for the Force Majeure Event and its estimated duration. The affected Member or Manager shall resume performance as soon as reasonably possible.

11.9 Rules of Construction. Each Member, Manager or other party to or bound by this Agreement acknowledges that it has been represented by counsel during the negotiation, preparation and execution of this Agreement or the acquisition of its Interest or other interest in the Company. Each such party therefore waives the application of any Law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the drafter of the agreement or document.

Limited Liability Company Agreement of Powder River Basin LLC: Page 42

11.10 Governing Law. This Agreement, and the rights and liabilities of the Members under this Agreement, shall be governed by and interpreted in accordance with the Laws of the State of Delaware, except for its rules as to conflicts of Laws that would apply the Laws of another state.

11.11 Waiver of Jury Trial; Consent to Jurisdiction. THE PARTIES TO AND BOUND BY THIS AGREEMENT HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, ARISING UNDER OR RELATING TO THIS AGREEMENT OR OTHERWISE RELATING TO THE COMPANY OR OPERATIONS, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH SUCH PARTY AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 11.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE A TRIAL BY JURY. Each party to or bound by this Agreement agrees and consents to be subject to the non-exclusive jurisdiction of the Delaware Court of Chancery and the appellate courts sitting in the State of Delaware in any action or proceeding seeking to enforce any provision of or based on any right arising under or relating to this Agreement or otherwise relating to the Company or Operations.

11.12 Further Assurances. Each Member and the Manager agrees to take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

11.13 Survival.

(a) Resignation, Relinquishment, Redemption and Transfer. After the resignation or deemed resignation of a Member, the relinquishment or redemption of a Member’s Interest, or the Transfer by a Member of its entire Interest in the Company, such former Member shall have no further rights or obligations as a Member of the Company relating to periods after the date of the resignation, deemed resignation, relinquishment, redemption or Transfer; provided, that after such resignation, deemed resignation, relinquishment, redemption or Transfer, such former Member shall (i) not be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such resignation, deemed resignation, relinquishment, redemption or Transfer, unless each other Member agrees in writing to any such release, (ii) remain liable to each other Member and former Member and their respective Indemnified Member Parties for its reimbursement and indemnification obligations under Sections 4.3 and 4.4, and (iii) shall continue to have the right to enforce the indemnification and reimbursement obligations of the Company, the other Members and the former Members under Sections 4.2, 4.3 and 4.4 with respect to actions, omissions or events occurring before the date of such resignation, deemed resignation, relinquishment, redemption or Transfer, notwithstanding any amendment, restatement, modification or supplement to this Agreement adopted after the date of such resignation, deemed resignation, relinquishment, redemption or Transfer that attempts to limit or restrict such rights.

(b) Dissolution, Liquidation and Termination. After the dissolution, liquidation and termination of the Company, (i) each Person that was a Member as of the date of the dissolution of the Company shall be entitled to copies of all information acquired by or on behalf of the Company on or before the date of termination and not previously furnished to such Person, (ii) if any former Member continues to own all or any portion of the Properties, each Person that was a Member as of the date of dissolution of the Company shall continue to have rights of ingress and egress to such Properties for purposes of ensuring Environmental Compliance, and (iii) each former Member (regardless whether such Person was a Member as of the date of the dissolution of the Company) shall remain liable for (A) its indemnification and reimbursement obligations under Sections 4.3 and 4.4, subject to Section 4.5, and (B) its Capital Contribution obligations under Sections 3.3 and 3.5, but only in the case of this clause (B) to the limited extent provided in Section 5.6(e).

Limited Liability Company Agreement of Powder River Basin LLC: Page 43

(c) Survival of Provisions. The provisions of this Agreement shall survive any event described in Sections 11.13(a) and 11.13(b) to the fullest extent necessary for the enforcement of such provisions and the protection of the Members, the Manager or other Persons in whose favor such provisions run.

11.14 No Third-Party Beneficiaries. Except to the extent specifically provided in this Agreement with respect to the Indemnified Member Parties (who are express third party beneficiaries of this Agreement solely to the extent provided in this Agreement), this Agreement is for the sole benefit of the Members, the Manager and the Representatives, and no other Person (including any creditor of the Company, the Members, the Indemnified Member Parties and the Manager), is intended to be a beneficiary of this Agreement or shall have any rights under this Agreement. Except as specifically provided in this Agreement, no Person (including any named third-party beneficiary) shall have a right to approve any amendment or modification, or waiver under, this Agreement.

11.15 Entire Agreement. This Agreement contain the entire understanding of the Members and the Manager with respect to the Company and supersede all prior agreements, understandings and negotiations relating to the subject matter of this Agreement.

11.16 Parties in Interest. This Agreement shall inure to the benefit of the permitted successors and permitted assigns of the Members and the Manager and shall be binding upon the successors and assigns of the Members and the Manager (whether or not permitted).

11.17 Counterparts. This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall constitute the same document.

11.18 Rule Against Perpetuities. The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in an Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the provisions of this Agreement shall be revised in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules.

[Signatures on Following Pages]

Limited Liability Company Agreement of Powder River Basin LLC: Page 44

The parties have executed this Agreement on the dates indicated below to be effective for all purposes as of the Effective Date.

	MEMBER:

	USURAN RESOURCES, INC.

P.O. Box 376	By:
West Perth, Western Australia		Andrew Ferrier
6872 Australia		President
Attn: Andrew Ferrier
andrew@globaluranium.com.au

Limited Liability Company Agreement of Powder River Basin LLC: Signature Page

The parties have executed this Agreement on the dates indicated below to be effective for all purposes as of the Effective Date.

	MEMBER:

	SNOW LAKE EXPLORATION (US) LTD.

360 Main St., 30th Floor	By:
Winnipeg, Manitoba, Canada	Name:	Frank Wheatley
R3C 0V1	Title:	CEO
Attention: Frank Wheatley
Email: fw@snowlakelithium.com

Limited Liability Company Agreement of Powder River Basin LLC: Signature Page

Acknowledged and agreed as to those provisions applicable to the Manager:

	MANAGER:

	USURAN RESOURCES, INC.

P.O. Box 376	By:
West Perth, Western Australia		Andrew Ferrier
6872 Australia		President
Attn: Andrew Ferrier
andrew@globaluranium.com.au

Limited Liability Company Agreement of Powder River Basin LLC: Signature Page

APPENDIX A

Defined Terms

1. Defined Terms. As used in the Agreement, the following capitalized terms have the following meanings given:

“Accounting Procedure” means the accounting and other procedures in Exhibit B.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq.

“Adverse Consequences” mean with respect to a Person, claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements and expenses (including reasonable attorneys’ fees and costs, experts’ fees and costs, and consultants’ fees and costs) of any kind or nature against, suffered or incurred by the Person, including, if the Person is a Member, any of the foregoing suffered or incurred by the Company to the extent funded by Capital Contributions of the Member to the Company, but excluding any diminution in the value of the Company or its Assets or any Interest.

“Affiliate” means with respect to a Person, any other Person that directly, or indirectly through one (1) or more intermediaries, Controls, is Controlled by or is under common Control with, the subject Person. Notwithstanding the previous sentence, the Company shall not be considered an Affiliate of either Member or any of their respective Affiliates.

“Affirmative Mining Decision” means an affirmative vote of the Management Committee pursuant to Section 5.2(f)(v) to undertake Mining on any portion of the Properties.

“Area of Interest” means the area described and depicted as the “Area of Interest” in Exhibit A.

“Assets” means the Properties, Products and all other real and personal property, tangible and intangible, including existing or after-acquired properties, and all contract rights, in each case held by the Company.

“Budget” means a detailed estimate of all costs to be incurred and a schedule of Capital Contributions to be made by the Members with respect to a Program.

“Business” means the conduct of the business of the Company in furtherance of the purposes stated in Section 2.3 and in accordance with this Agreement.

“Business Account” means the account maintained by the Manager for the Company in accordance with the Accounting Procedure.

“Business Day” means any day on which federally chartered banks are generally open for business in Wyoming.

“Business Plan” means the business plan for the Company agreed by the Members attached as Exhibit F.

Appendix A – Definitions: Page 1

“Capital Account” means the capital account maintained for each Member in accordance with Treasury Regulations section 1.704-1(b)(2)(iv).

“Capital Contribution” means, with respect to a Member, the sum of (a) the dollar amounts of any cash and cash equivalents contributed by the Member to the capital of the Company, plus (b) the fair market value, as agreed by all of the Members, or if they cannot agree, as determined by the Management Committee, of any property (other than cash or cash equivalents) contributed by the Member to the capital of the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to). In the context of a proposed or adopted Program and Budget, Capital Contribution means the proposed or actual amount of capital that each Member is required to contribute to the Company from time to time to fund the Program and Budget.

“Change of Control” means, with respect to a Member, (a) the failure at any time of the Parent Company (or in the case of a merger, conversion or consolidation under clause (b) below, the surviving or successor entity) to Control such Member, or (b) the completion of any transactions or series of transactions (including a merger, conversation, consolidation, acquisition of stock or equity securities or similar transaction) that results in the shareholders or stockholders of the Parent Company of such Member immediately prior to such transaction holding less than fifty percent (50%) of the capital stock or the voting power of the Parent Company (or in the case of a merger, conversation or consolidation, the surviving or successor entity in any such transaction or series of transactions).

“Code” means the Internal Revenue Code of 1986.

“Company” means Powder River Basin LLC, the Delaware limited liability company governed by this Agreement.

“Confidential Information” means all information, data, knowledge and know-how (including formulas, patterns, compilations, programs, devices, methods, techniques and processes) provided by the Company, a Member or the Manager, any of their respective Affiliates, or any of their respective employees or agents, to any of the foregoing that either (a) derive independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and that are the subject of efforts that are reasonable under the circumstances to maintain their secrecy, or (b) that are designated by the providing Person as confidential, in each case including all analyses, interpretations, compilations, studies and evaluations based on the information, data, knowledge and know-how that are generated or prepared by or on behalf of the recipient of the information, data, knowledge or know-how.

“Continuing Obligations” means obligations or responsibilities that are reasonably expected to or actually continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

“Contributed Capital” means the aggregate amount of Capital Contributions made by each Member to the Company; provided, however, that for purposes of determining Contributed Capital (but not for purposes of maintaining the Capital Accounts) after an election under Section 3.6(c) or Section 3.6(b)(iv)(A), (i) the Contributed Capital of the Non-Defaulting Member shall be increased by (A) the Default Amount; multiplied by (B) the Default Dilution Multiple, and (ii) the Contributed Capital of the Delinquent Member shall be decreased by (A) the amount calculated in clause (i) above; minus (B) the Default Amount. In the case of an election under Section 3.6(b)(iv)(A), the Default Amount shall equal the unpaid portion of the Default Loan and all accrued and unpaid interest. The amount contributed on behalf of the Delinquent Member by the Non-Defaulting Member is not intended to affect the Members’ Capital Accounts.

Appendix A – Definitions: Page 2

“Control” means (a) when used as a verb, (i) with respect to an entity, the ability, directly or indirectly through one (1) or more intermediaries, to direct or cause the direction of the management and policies of the entity through the legal or beneficial ownership of voting securities or the right to appoint managers, directors or corporate management, or by contract, operating agreement, voting trust or otherwise, and (ii) with respect to a natural person, the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise, and (b) when used as a noun, an interest that gives the holder the ability to exercise any of the powers described in clause (a).

“Default Dilution Multiple” means (a) during the period prior to an Affirmative Mining Decision, 1.5, and (b) during the period from and after an Affirmative Mining Decision, 2.0.

“Default Rate” means a rate per annum equal to the lesser of (a) the Prime Rate plus five (5) percentage points, and (b) the maximum non-usurious rate permitted by applicable Law.

“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including pre-stripping, stripping and the construction or installation of a mill, leach facilities, or any other improvements to be used for the mining, handling, milling, processing or other beneficiation of Products, and all related Environmental Compliance.

“Encumbrance” means any mortgage, deed of trust, security interest, pledge, lien, right of first refusal, right of first offer, other preferential right, profits interest, net profits interest, royalty interest, overriding royalty interest, conditional sale or title retention agreement, or other burdens of any nature.

“Environmental Compliance” means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

“Environmental Compliance Fund” means the account established under Section 2.14 of Exhibit B.

“Environmental Laws” means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; employee health and safety; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment, including ambient air, surface water and groundwater; and all other Laws relating to the existence, manufacture, processing, distribution, use, treatment, storage, disposal, recycling, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

Appendix A – Definitions: Page 3

“Environmental Liabilities” means any and all Adverse Consequences (including liabilities for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) that are asserted against the Company, either Member or the Manager, by any Person other than the other Members, arising out of, based on or resulting from (a) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties or emanating, migrating or threatening to emanate or migrate from the Properties to off-site properties, (b) physical disturbance of the environment, or (c) the violation or alleged violation of any Environmental Laws.

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including drilling required after discovery of potentially commercial mineralization, and all related Environmental Compliance.

“First Production Target Period” means the one (1)-year period commencing fifth anniversary of the closing date of the Purchase Agreement.

“Force Majeure Event” means, with respect to the Manager or any Member, any cause, condition, event or circumstance, whether foreseeable or unforeseeable, beyond its reasonable control, including the following to the extent beyond its reasonable control: (a) labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Member or Manager to grant), (b) the inability to obtain on reasonably acceptable terms any Permit or private license, consent or other authorization, and any actions or inactions by any Governmental Authorities that delay or prevent the issuance or granting of any Permits or other authorization required to conduct Operations beyond the reasonable expectations of the Member or Manager seeking the Permit or other authorization, including (i) the failure to complete any review and analysis required by the National Environmental Policy Act or any similar state law within forty eight (48) months of initiation of that process, and (ii) an appeal of the issuance of a Permit or authorization that revokes, suspends or curtails the right under the Permit or authorization to conduct Operations, (c) changes in Law, and instructions, requests, judgments and orders of Governmental Authorities, (d) curtailments or suspensions of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws, (e) acts of terrorism, acts of war, and conditions arising out of or attributable to terrorism or war, whether declared or undeclared, (f) riots, civil strife, insurrections and rebellions, (g) fires, explosions and acts of God, including earthquakes, storms, floods, sink holes, droughts and other adverse weather conditions, (h) existing or future epidemics or pandemics, (i) delays and failures of suppliers to supply, or of transporters to deliver, materials, parts, supplies, services or equipment, (j) contractors’ or subcontractors’ shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services, (k) accidents, (l) breakdowns of equipment, machinery or facilities, (m) actions by native rights groups, environmental groups, or other similar special interest groups, and (n) other causes, conditions, events and circumstances, whether similar or dissimilar to the foregoing, beyond its reasonable control.

Appendix A – Definitions: Page 4

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any domestic or foreign national, regional, state, tribal, or local court, governmental department, commission, authority, central bank, board, bureau, agency, official, or other instrumentality exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

“Governmental Fees” means all location fees, mining claim rental fees, mining claim maintenance payments, recording or filing fees and other payments required by Law to be paid to any Governmental Authority to locate or maintain any licenses, permits, unpatented mining claims, concessions, fee lands, mining leases, surface leases or other tenures included in the Properties.

“Initial Contribution” means the Capital Contribution that each Member has made or agrees to make under Section 3.2.

“Insolvency Event” means, with respect to a Person, the occurrence of any of the following events: (a) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Person’s assets is appointed and the appointment is neither made ineffective nor discharged within sixty (60) days after the making thereof, or the appointment is consented to, requested by, or acquiesced in by the Person, (b) the Person commences a voluntary case, or consents to the entry of any order for relief in an involuntary case, under any applicable bankruptcy, insolvency or similar Law, (c) the Person consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets, (d) the Person makes a general assignment for the benefit of creditors or fails generally to pay its debts as they become due, or (e) entry is made against the Person of a judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar Law.

“Interest” means, with respect to a Member (a) the limited liability company interest of the Member, including the Member’s Capital Account and share of items of Profit, Loss and credits of, and the right to receive distributions (liquidating or otherwise) from the Company under the terms of this Agreement, (b) the Member’s status as a Member, (c) all other rights, benefits and privileges enjoyed by the Member in its capacity as a Member, including the Member’s rights to vote, consent and approve those matters described in this Agreement, and (d) all obligations, duties and liabilities imposed on the Member under this Agreement in its capacity as a Member (but not in the capacity of a Manager or other capacity). The Interest of a Member shall be reflected as a percentage, reflecting the percentage interest of the Member in certain allocations of items of Profit, Loss and credit and certain distributions of cash or property, as the percentage interest may from time to time be adjusted under this Agreement. Interests shall be calculated to three (3) decimal places and rounded to two (2) (e.g., 1.519% rounded to 1.52%). Decimals of 0.005 or more shall be rounded up to 0.01. Decimals of less than 0.005 shall be rounded down. The initial Interests of the Members as of the Effective Date are in Section 3.1(a).

Appendix A – Definitions: Page 5

“Law” means all applicable federal, state, local, municipal, tribal and foreign laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

“Leased Property” means the leasehold and other contractual interests in the fee surface, fee minerals and state lands in Converse County, Wyoming covered by the leases and other contracts more particularly described as the “Mining Leases,” the “Development Agreements,” and the “Wyoming State Leases” set forth in Exhibit A.

“Leases” means the mining leases, state leases and development agreements covering the Leased Property, as set forth in Exhibit A.

“Loss” mean any item of loss or deduction of the Company as determined under the capital accounting rules of Treasury Regulation § 1.704-1(b)(2)(iv) for purposes of adjusting the capital accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of deduction and loss.

“Member” and “Members” mean Usuran and SLE and any other Person admitted as a substituted or additional Member of the Company under this Agreement. The term “Member” also includes a former Member, but only to the extent of any rights or obligations under this Agreement that expressly survive the resignation of the Member, the Transfer of the Member’s Interest or the dissolution and liquidation of the Company.

“Misconduct” means, with respect to a Member (a) an unauthorized act or assumption of liability by the Member, or any of its directors, officers, employees, agents and attorneys done or undertaken, or apparently done or undertaken, on behalf of the Company or the other Member, except under the authority expressly granted in this Agreement or as otherwise agreed in writing by the Members, (b) a material breach by the Member in its capacity as a Member (but not in its capacity as a Manager or Representative) of any covenant contained in this Agreement, or (c) if the Member or an Affiliate of the Member is the Manager, a material breach by the Manager of any of its obligations under this Agreement that (i) constitutes a breach of its standard of care under Section 5.4, as limited by Section 5.5 and (ii) continues for 30 days after notice from any other Member demanding performance (unless the Manager in good faith disputes the existence of the material breach).

“Mining” means the commercial mining, extracting, producing, handling, milling or other processing of Products, but not including pilot plants or test plants.

“Non-Contribution Dilution Multiple” means (a) during the period prior to an Affirmative Mining Decision, 1.0, and (b) during the period from and after an Affirmative Mining Decision, 1.5.

“Operations” means the activities and operations of the Company.

Appendix A – Definitions: Page 6

“Owned Property” means the undivided one hundred percent (100%) interest in certain unpatented mining claims in Converse County, Wyoming, more particularly as the “Mining Claims” in Exhibit A.

“Parent Company” means (a) with respect to Usuran, Global Uranium and Enrichment Limited, an Australian corporation, and (b) with respect to SLE, Snow Lake Resources Ltd, a Manitoba corporation.

“Permit” means any permit, franchise, license, authorization, order, certificate, registration, variance, settlement, compliance plan or other consent or approval granted by any Governmental Authority.

“Permitted Encumbrance” means, with respect to any Assets, (a) Encumbrances specifically approved by the Management Committee, (b) mechanic’s, materialmen’s or similar Encumbrances if payment of the secured obligation is not yet overdue or being contested in good faith, (c) Encumbrances for Taxes, assessments, obligations under workers’ compensation or other social welfare legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet overdue or being contested in good faith, (d) Encumbrances existing at the time of, or created concurrent with, the acquisition of the Assets, (e) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions that do not materially interfere with, materially impair or materially impede the Business or Operations or the value or use of the Assets, (f) pledges and deposits to secure the performance of bids, tenders, trade or government contracts (other than for repayment of borrowed money), leases, licenses, statutory obligations, surety bonds, performance bonds, completion bonds and other similar obligations that are incurred in the ordinary course of Operations on the Assets, (g) Encumbrances created under or pursuant to the Purchase Agreement or any Underlying Agreements, and (h) Encumbrances consisting of (i) rights reserved to or vested in any Governmental Authority to control or regulate the Assets, (ii) obligations or duties to any Governmental Authority with respect to any Permits and the rights reserved or vested in any Governmental Authority to terminate Permits or to condemn or expropriate property, and (iii) zoning or other land use or Environmental Laws of any Governmental Authority.

“Person” means a natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, Governmental Authority or other entity.

“Preliminary Feasibility Study” means a comprehensive study of the viability of a mineral project that has advanced to a state where measured, indicated and inferred resources having been established, and the mining method has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating, economic factors and the evaluation of other relevant factors which are sufficient for a qualified Person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve as defined by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as those definitions may be amended.

Appendix A – Definitions: Page 7

“Prime Rate” means SOFR plus two (2) percentage points.

“Products” means all ores, minerals and mineral resources produced from the Properties.

“Profit” means any item of income or gain of the Company as determined under the capital accounting rules of Treasury Regulation § 1.704-1(b)(2)(iv) for purposes of adjusting the Capital Accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of income or gain.

“Program” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Manager for a year or any longer period.

“Project Financing” means any financing, including royalty or streaming arrangements, approved by the Management Committee and obtained by the Company for the purpose of placing a mineral deposit situated on the Properties into commercial production, and any replacement, renewal or extension financing or refinancing approved by the Management Committee. Project Financing shall not include any financing obtained individually by either Member to finance payment or performance of its obligations under this Agreement.

“Properties” means (a) the Owned Property and the Leased Property, together with all water and water rights, easements, rights-of-way and other appurtenances attached to or associated with the Owned Property or the Leased Property, which the Company will acquire pursuant to the Purchase Agreement, and (b) all other interests in real property within the Area of Interest that are acquired by the Company.

“Purchase Agreement” means that certain Purchase and Sale Agreement dated March 11, 2025, by and between Stakeholder Energy, LLC, a Wyoming limited liability company (“Stakeholder”), and the Company, pursuant to which the Company has agreed to purchase the Properties from Stakeholder.

“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated by the United States Securities and Exchange Commission under the statute.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator and referenced on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Tax Distribution Amount” means, with respect to each Member, the remainder (but not below zero) of the amount calculated in clause (a) below minus the amount calculated in clause (b) below.

(a) The amount under this clause (a) is the product of Tax Percentage multiplied by the remainder of (i) the cumulative amounts of items of income and gain allocated to the Member for federal income tax purposes for all periods (excluding gains from the sale of all or substantially all the assets of the Company), minus (ii) the cumulative amounts of items of deduction, loss and expense allocated to the Member for federal income tax purposes for all periods (excluding losses from the sale of all or substantially all of the assets of the Company).

Appendix A – Definitions: Page 8

(b) The amount under this clause (b) is the cumulative distributions distributed to the Member pursuant to this Agreement for all periods.

“Tax Percentage” means a percentage (which percentage shall be the same for each Member regardless of such Member’s actual effective state or federal tax rates) established at the maximum marginal state and federal tax rates in effect for SLE for the calendar year to which the applicable Tax Distribution relates or such other rate as the Management Committee shall reasonably determine. The Tax Percentage may be reasonably determined by the Management Committee in accordance with the preceding sentence from time to time.

“Transfer” means, with respect to any asset, including any Interest or other interest in the Company (including any right to receive distributions from the Company or any other economic interest in the Company), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of the asset, whether the disposition is voluntary, involuntary or by merger, exchange, consolidation, bankruptcy or other operation of Law, including (a) in the case of an asset owned by a natural person, a transfer of the asset upon the death of its owner, whether by will, intestate succession or otherwise, (b) in the case of an asset owned by a Person that is not a natural person, a distribution of the asset, including in connection with the dissolution, liquidation, winding up or termination of the Person (other than a liquidation under a deemed termination solely for tax purposes), and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance on the asset; provided, that the creation of an Encumbrance on an asset shall not constitute a Transfer of the asset.

“Underlying Agreement” means any agreement, conveyance or instrument to which any of the Properties are subject and that contain unperformed, ongoing or surviving obligations or liabilities of any party, including the Leases and the other agreements, conveyances and instruments (other than mining claims) described on Exhibit A.

2. Terms Defined in the Agreement. As used in the Agreement, the following terms have the meanings given in the Agreement where indicated below:

Defined Term		Where Defined
AAA Rules		Section 6.8(c)
Acquiring Member		Section 10.1(b)
Agreed Contribution Default		Section 3.4
Agreed Contribution		Section 3.3
Agreement		Introductory paragraph
Amendment		Section 6.5
COC Acquiror		Section 8.6(a)
COC Member		Section 8.6(b)
COC Notice		Section 8.6(a)
Contributing Member		Section 6.6(b)
Covered Real Property		Section 10.1(a)

Appendix A – Definitions: Page 9

CTA	Section 2.9
Default Amount	Section 3.6(a)
Default Loan	Section 3.6(b)
Delinquent Member	Section 3.6(a)
Drag Along Notice	Section 8.5(b)
Drag Along Right	Section 8.5(a)
Effective Date	Introductory paragraph
Excess Contribution	Section 6.6(b)
Indemnified Member Parties	Section 4.3(a)
Indemnifying Member	Section 4.3(a)
Independent Accountant	Section 6.13
Insolvent Member	Section 3.8(a)
Joint Funding	Section 3.3
JORC Code	Section 5.2(f)(xv)
Major Decision	Section 5.2(f)
Majority Member	Section 8.5(a)
Management Committee	Section 5.2(a)
Manager	Section 5.3
Minority Member	Section 8.5(a)
NI 43-101	Section 5.2(f)(xv)
Non-Contributing Member	Section 6.6(a)
Non-Contribution Notice	Section 6.6(a)
Non-Defaulting Member	Section 3.6(a)
Notified Member	Section 8.4(a)
Offer	Section 8.4(a)
Offer Notice	Section 8.4(a)
Offered Price	Section 8.4(a)
Offered Terms	Section 8.4(a)
Offering Member	Section 8.6(a)
Permitted Interest Encumbrance	Section 8.2(b)
Permitted Transfer	Section 8.2(a)
Potential Acquiror	Section 8.4(a)
Proposed COC Transaction	Section 8.6(a)
Receiving Member	Section 8.6(a)
Representative	Section 5.2(a)
Requesting Member	Section 7.3(b)
ROFR	Section 8.4(b)(i)
Selling Member	Section 8.4(a)
SLE	Introductory paragraph
SLE Products	Section 7.3(a)
Stakeholder	Appendix A
Tag Along Right	Section 8.4(b)(ii)
Tax Distribution	Section 7.1(d)
Underfunded Amount	Section 6.6(a)
Usuran	Introductory paragraph
Usuran Products	Section 7.3(a)

Appendix A – Definitions: Page 10

EXHIBIT A

Property Description and Area of Interest

Property Description

Mining Leases

Patterson

1. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended April 1, 2015, by and between Kerri Jo Paddock, f/k/a Kerri Jo Patterson, and James Walter Patterson and Stakeholder Energy, LLC, and Memorandum thereof, recorded July 12, 2018, in Book 1647, Page 46, as Document No. 1072398.

Henry

2. Uranium and Mineral Lease Agreement, effective September 12, 2011, as amended April 1, 2015, by and between Henry Land Company, LP and Stakeholder Energy, LLC, and Memorandum thereof, recorded January 11, 2018, in Book 1631, Page 74, as Document No. 1066360.

3. Uranium and Mineral Lease Agreement, effective December 9, 2014, as amended April 1, 2015, by and between Susan Kay Henry, Trustee of the Susan Kay Henry Revocable Trust dated February 20, 2008, and Stakeholder Energy, LLC, and Memorandum thereof, recorded January 11, 2018, in Book 1631, Page 78 as Document No. 1066361.

Allemand

4. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between L. Raymond Allemand, as Trustee of a Mineral Trust established under a Mineral Trust Indenture dated June 9, 1998, and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, Book 1615, Page 307, as Document No. 1059817.

5. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, between L. Raymond Allemand, as Trustee of the Helen B. Allemand Irrevocable Trust Indenture dated December 8, 1990, and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 303, as Document No. 1059816.

6. Partial Release of Uranium and Mineral Lease Agreement Acreage, dated November 1, 2016, recorded November 2, 2016, in Book 1599, Page 185, as Document No. 1054361, by and between L. Raymond Allemand, as Trustee of the Helen B. Allemand Irrevocable Trust Indenture dated December 8, 1990, and Stakeholder Energy, LLC.

7. Partial Release of Uranium and Mineral Lease Agreement Acreage, dated November 1, 2016, recorded November 2, 2016, in Book 1599, Page 187, as Document No. 1054362, by and between L. Raymond Allemand as Trustee of a Mineral Trust established under a Mineral Trust Indenture dated June 9, 1998, and Stakeholder Energy, LLC.

Exhibit A – Property Description: Page 1

8. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Dave R. Allemand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 319, as Document No. 1059820.

9. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Donald R. Allemand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 323, as Document No. 1059821.

10. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Barbara Allemand Beckner and Stakeholder Energy, LLC, and Memorandum thereof, recorded on December 4, 2017, in Book 1627, Page 366 as Document No. 1065134.

11. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Becky Allemand Djernes and Stakeholder Energy, LLC, and Memorandum thereof, recorded November 22, 2017, in Book 1626, Page 878, as Document No. 1064910.

12. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Robin L. Marvin f/k/a Robin L. Hildebrand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 311, as Document No. 1059818.

13. Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Roger D. Hildebrand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 315, as Document No. 1059819.

Mining Claims

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH #419	WY101380876	WMC298854	37N 75W 024	965142
SEH #420	WY101380877	WMC298855	37N 75W 024	965143
SEH #421	WY101380878	WMC298856	37N 75W 024	965144
SEH #434	WY101380879	WMC298869	37N 75W 014	965157
SEH #435	WY101380880	WMC298870	37N 75W 014	965158
SEH #436	WY101380881	WMC298871	37N 75W 014	965159
SEH #437	WY101380882	WMC298872	37N 75W 014	965160
SEH #438	WY101380883	WMC298873	37N 75W 014	965161
SEH #439	WY101380884	WMC298874	37N 75W 014	965162
SEH #440	WY101382082	WMC298875	37N 75W 014	965163
SEH #441	WY101382083	WMC298876	37N 75W 014	965164
SEH #442	WY101382084	WMC298877	37N 75W 023	965165
SEH #443	WY101382085	WMC298878	37N 75W 023	965166

Exhibit A – Property Description: Page 2

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH #444	WY101382086	WMC298879	37N 75W 023	965167
SEH #445	WY101382087	WMC298880	37N 75W 023	965168
SEH #446	WY101382088	WMC298881	37N 75W 023	965169
SEH #447	WY101382089	WMC298882	37N 75W 023	965170
SEH #448	WY101382090	WMC298883	37N 75W 023	965171
SEH #449	WY101382091	WMC298884	37N 75W 023	965172
SEH #450	WY101382092	WMC298885	37N 75W 023	965173
SEH #451	WY101382093	WMC298886	37N 75W 023	965174
SEH #452	WY101382094	WMC298887	37N 75W 023	965175
SEH #453	WY101382095	WMC298888	37N 75W 023	965176
SEH #454	WY101382096	WMC298889	37N 75W 023	965177
SEH #455	WY101382097	WMC298890	37N 75W 023	965178
SEH #456	WY101382098	WMC298891	37N 75W 023	965179
SEH #457	WY101382099	WMC298892	37N 75W 023	965180
SEH #458	WY101382100	WMC298893	37N 75W 023	965181
SEH #459	WY101382101	WMC298894	37N 75W 023	965182
SEH #460	WY101382102	WMC298895	37N 75W 023	965183
SEH #461	WY101383238	WMC298896	37N 75W 023	965184
SEH #462	WY101383239	WMC298897	37N 75W 023	965185
SEH #463	WY101383240	WMC298898	37N 75W 023	965186
SEH #464	WY101383241	WMC298899	37N 75W 023	965187
SEH #465	WY101383242	WMC298900	37N 75W 023	965188
SEH #466	WY101383243	WMC298901	37N 75W 023	965189
SEH #467	WY101383244	WMC298902	37N 75W 023	965190
SEH #468	WY101383245	WMC298903	37N 75W 023	965191
SEH #469	WY101383246	WMC298904	37N 75W 023	965192
SEH #470	WY101383247	WMC298905	37N 75W 023	965193
SEH #471	WY101383248	WMC298906	37N 75W 023	965194
SEH #490	WY101383249	WMC298925	37N 75W 022	965213

Exhibit A – Property Description: Page 3

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH #491	WY101383250	WMC298926	37N 75W 022	965214
SEH #492	WY101383251	WMC298927	37N 75W 022	965215
SEH #493	WY101383252	WMC298928	37N 75W 022	965216
SEH #494	WY101383253	WMC298929	37N 75W 022	965217
SEH #495	WY101383254	WMC298930	37N 75W 022	965218
SEH #496	WY101383255	WMC298931	37N 75W 022	965219
SEH #497	WY101383256	WMC298932	37N 75W 022	965220
SEH #498	WY101383257	WMC298933	37N 75W 022	965221
SEH #499	WY101383258	WMC298934	37N 75W 022	965222
SEH #500	WY101384278	WMC298935	37N 75W 022	965223
SEH #501	WY101384279	WMC298936	37N 75W 022	965224
SEH #502	WY101384280	WMC298937	37N 75W 022	965225
SEH #503	WY101384281	WMC298938	37N 75W 022	965226
SEH #504	WY101384282	WMC298939	37N 75W 022	965227
SEH #505	WY101384401	WMC298940	37N 75W 022	965228
SEH #506	WY101384402	WMC298941	37N 75W 022	965229
SEH #507	WY101384403	WMC298942	37N 75W 022	965230
SEH #508	WY101384404	WMC298943	37N 75W 022	965231
SEH #509	WY101384405	WMC298944	37N 75W 022	965232
SEH #510	WY101384406	WMC298945	37N 75W 022	965233
SEH #511	WY101384407	WMC298946	37N 75W 022	965234
SEH #512	WY101384408	WMC298947	37N 75W 022	965235
SEH #513	WY101384409	WMC298948	37N 75W 022	965236
SEH #514	WY101384410	WMC298949	37N 75W 022	965237
SEH #515	WY101384411	WMC298950	37N 75W 022	965238
SEH #516	WY101384412	WMC298951	37N 75W 022	965239
SEH #517	WY101384413	WMC298952	37N 75W 022	965240
SEH #518	WY101384414	WMC298953	37N 75W 022	965241
SEH #519	WY101384415	WMC298954	37N 75W 022	965242

Exhibit A – Property Description: Page 4

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH #520	WY101384416	WMC298955	37N 75W 022	965243
SEH #521	WY101385464	WMC298956	37N 75W 022	965244
SEH #522	WY101385465	WMC298957	37N 75W 022	965245
SEH #523	WY101385466	WMC298958	37N 75W 022	965246
SEH #524	WY101385467	WMC298959	37N 75W 022	965247
SEH #525	WY101385468	WMC298960	37N 75W 022	965248
SEH #526	WY101385469	WMC298961	37N 75W 027	965272
SEH #527	WY101385470	WMC298962	37N 75W 027	965273
SEH #528	WY101385471	WMC298963	37N 75W 027	965274
SEH #529	WY101385472	WMC298964	37N 75W 027	965275
SEH #530	WY101385473	WMC298965	37N 75W 027	965276
SEH #531	WY101385474	WMC298966	37N 75W 027	965277
SEH #532	WY101385475	WMC298967	37N 75W 027	965278
SEH #533	WY101385476	WMC298968	37N 75W 027	965279
SEH #541	WY101385477	WMC298976	37N 75W 028	965287
SEH #542	WY101385478	WMC298977	37N 75W 028	965288
SEH #543	WY101385479	WMC298978	37N 75W 028	965289
SEH #544	WY101385480	WMC298979	37N 75W 028	965290
SEH #546	WY101385481	WMC298981	37N 75W 028	965292
SEH #547	WY101385482	WMC298982	37N 75W 028	965293
SEH #548	WY101385483	WMC298983	37N 75W 028	965294
SEH #549	WY101385484	WMC298984	37N 75W 028	965295
SEA 1	WY101385714	WMC299596	37N 75W 005	966743
SEA 2	WY101385715	WMC299597	37N 75W 005	966414
SEA 9	WY101385725	WMC299604	37N 75W 006	966421
SEA 10	WY101385726	WMC299605	37N 75W 006	966422
SEA 11	WY101385727	WMC299606	37N 75W 006	966423
SEA 12	WY101385728	WMC299607	37N 75W 006	966424
SEA 13	WY101385729	WMC299608	37N 75W 005	966425

Exhibit A – Property Description: Page 5

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 14	WY101385730	WMC299609	37N 75W 005	966426
SEA 23	WY101385731	WMC299618	38N 75W 031	966435
SEA 24	WY101385732	WMC299619	38N 75W 031	966436
SEA 25	WY101385733	WMC299620	38N 75W 031	966437
SEA 26	WY101385734	WMC299621	38N 75W 031	966438
SEA 27	WY101385735	WMC299622	38N 75W 032	966439
SEA 28	WY101385736	WMC299623	38N 75W 032	966440
SEH #551	WY101386673	WMC298986	37N 75W 028	965297
SEH #552	WY101386674	WMC298987	37N 75W 028	965298
SEH #554	WY101386675	WMC298989	37N 75W 021	965303
SEH #555	WY101386676	WMC298990	37N 75W 021	965304
SEH #556	WY101386677	WMC298991	37N 75W 021	965305
SEH #557	WY101386678	WMC298992	37N 75W 021	965306
SEH #559	WY101386679	WMC298994	37N 75W 021	965308
SEH #560	WY101386680	WMC298995	37N 75W 021	965309
SEH #561	WY101386681	WMC298996	37N 75W 021	965310
SEH #562	WY101386682	WMC298997	37N 75W 021	965311
SEH #564	WY101386683	WMC298999	37N 75W 021	965313
SEH #565	WY101386684	WMC299000	37N 75W 021	965314
SEH #566	WY101386685	WMC299001	37N 75W 021	965315
SEH #567	WY101386686	WMC299002	37N 75W 021	965316
SEH #569	WY101386687	WMC299004	37N 75W 021	965318
SEH #570	WY101386688	WMC299005	37N 75W 021	965319
SEH #571	WY101386689	WMC299006	37N 75W 021	965320
SEH #572	WY101386690	WMC299007	37N 75W 021	965321
SEH #574	WY101386691	WMC299009	37N 75W 020	965323
SEH #575	WY101386692	WMC299010	37N 75W 020	965324
SEH #576	WY101386693	WMC299011	37N 75W 020	965325
SEA 35	WY101386893	WMC299630	38N 75W 031	966447

Exhibit A – Property Description: Page 6

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 36	WY101386894	WMC299631	38N 75W 031	966448
SEA 37	WY101386895	WMC299632	38N 75W 031	966449
SEA 38	WY101386896	WMC299633	38N 75W 031	966450
SEA 39	WY101386897	WMC299634	38N 75W 032	966451
SEA 40	WY101386898	WMC299635	38N 75W 032	966452
SEA 47	WY101386899	WMC299642	38N 75W 031	966459
SEA 48	WY101386900	WMC299643	38N 75W 031	966460
SEA 49	WY101386901	WMC299644	38N 75W 031	966461
SEA 50	WY101386902	WMC299645	38N 75W 031	966462
SEA 51	WY101386903	WMC299646	38N 75W 032	966463
SEA 52	WY101386904	WMC299647	38N 75W 032	966464
SEA 76	WY101386905	WMC299671	38N 75W 030	966488
SEA 77	WY101386906	WMC299672	38N 75W 030	966489
SEA 78	WY101386907	WMC299673	38N 75W 029	966490
SEA 79	WY101386908	WMC299674	38N 75W 029	966491
SEA 80	WY101386909	WMC299675	38N 75W 029	966492
SEA 88	WY101386910	WMC299683	38N 75W 030	966500
SEA 89	WY101386911	WMC299684	38N 75W 030	966501
SEA 90	WY101386912	WMC299685	38N 75W 029	966502
SEA 91	WY101386913	WMC299686	38N 75W 029	966503
SEH #577	WY101387876	WMC299012	37N 75W 020	965326
SEH #578	WY101387877	WMC299013	37N 75W 020	965327
SEH #579	WY101387878	WMC299014	37N 75W 020	965328
SEH #580	WY101387879	WMC299015	37N 75W 020	965329
SEH #581	WY101387880	WMC299016	37N 75W 020	965330
SEH #582	WY101387881	WMC299017	37N 75W 020	965331
SEH #583	WY101387882	WMC299018	37N 75W 020	965332
SEH #584	WY101387883	WMC299019	37N 75W 020	965333
SEH #585	WY101387884	WMC299020	37N 75W 020	965334

Exhibit A – Property Description: Page 7

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH #586	WY101387885	WMC299021	37N 75W 020	965335
SEH #587	WY101387886	WMC299022	37N 75W 020	965336
SEH #588	WY101387887	WMC299023	37N 75W 020	965337
SEH #589	WY101387888	WMC299024	37N 75W 020	965338
SEH #590	WY101387889	WMC299025	37N 75W 020	965339
SEH #591	WY101387890	WMC299026	37N 75W 020	965340
SEH #592	WY101387891	WMC299027	37N 75W 017	965341
SEH #593	WY101387892	WMC299028	37N 75W 017	965342
SEH #594	WY101387893	WMC299029	37N 75W 017	965343
SEH #595	WY101387894	WMC299030	37N 75W 017	965344
SEH #596	WY101387895	WMC299031	37N 75W 017	965345
SEH #597	WY101387896	WMC299032	37N 75W 017	965346
SEA 92	WY101388063	WMC299687	38N 75W 029	966504
SEA 100	WY101388064	WMC299695	38N 75W 030	966512
SEA 101	WY101388065	WMC299696	38N 75W 030	966513
SEA 102	WY101388066	WMC299697	38N 75W 029	966514
SEA 103	WY101388067	WMC299698	38N 75W 029	966515
SEA 104	WY101388068	WMC299699	38N 75W 029	966516
SEA 105	WY101388069	WMC299700	38N 75W 029	966517
SEA 106	WY101388070	WMC299701	38N 75W 029	966518
SEA 114	WY101388071	WMC299709	38N 75W 019	966526
SEA 115	WY101388072	WMC299710	38N 75W 019	966527
SEA 116	WY101388073	WMC299711	38N 75W 020	966528
SEA 117	WY101388074	WMC299712	38N 75W 020	966529
SEA 118	WY101388075	WMC299713	38N 75W 020	966530
SEA 126	WY101388076	WMC299721	38N 75W 019	966538
SEA 127	WY101388077	WMC299722	38N 75W 019	966539
SEA 128	WY101388078	WMC299723	38N 75W 020	966540
SEA 129	WY101388079	WMC299724	38N 75W 020	966541

Exhibit A – Property Description: Page 8

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 130	WY101388080	WMC299725	38N 75W 020	966542
SEA 131	WY101388081	WMC299726	38N 75W 020	966543
SEA 132	WY101388082	WMC299727	38N 75W 020	966544
SEA 133	WY101388083	WMC299728	38N 75W 020	966545
SEA 740	WY101388086	WMC300618	38N 75W 011	967804
SEA 741	WY101388087	WMC300619	38N 75W 011	967805
SEA 742	WY101388088	WMC300620	38N 75W 011	967806
SEA 743	WY101388089	WMC300621	38N 75W 011	967807
SEA 744	WY101388090	WMC300622	38N 75W 011	967808
SEH #598	WY101389073	WMC299033	37N 75W 017	965347
SEH #599	WY101389074	WMC299034	37N 75W 017	965348
SEH #600	WY101389075	WMC299035	37N 75W 017	965349
SEH #601	WY101389076	WMC299036	37N 75W 017	965350
SEH #602	WY101389077	WMC299037	37N 75W 017	965351
SEH #603	WY101389078	WMC299038	37N 75W 017	965352
SEH #604	WY101389079	WMC299039	37N 75W 017	965353
SEH #605	WY101389080	WMC299040	37N 75W 017	965354
SEH #606	WY101389081	WMC299041	37N 75W 017	965355
SEH #607	WY101389082	WMC299042	37N 75W 017	965356
SEH #608	WY101389083	WMC299043	37N 75W 017	965357
SEH #609	WY101389084	WMC299044	37N 75W 017	965358
SEH #610	WY101389085	WMC299045	37N 75W 017	965359
SEH #611	WY101389086	WMC299046	37N 75W 017	965360
SEH #612	WY101389087	WMC299047	37N 75W 017	965361
SEH #613	WY101389088	WMC299048	37N 75W 017	965362
SEH #614	WY101389089	WMC299049	37N 75W 017	965363
SEH #615	WY101389090	WMC299050	37N 75W 017	965364
SEH #616	WY101389091	WMC299051	37N 75W 017	965365
SEH #617	WY101389092	WMC299052	37N 75W 017	965366

Exhibit A – Property Description: Page 9

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH #618	WY101389093	WMC299053	37N 75W 017	965367
SEA 134	WY101389270	WMC299729	38N 75W 020	966546
SEA 135	WY101389271	WMC299730	38N 75W 020	966547
SEA 136	WY101389272	WMC299731	38N 75W 020	966548
SEA 137	WY101389273	WMC299732	38N 75W 020	966549
SEA 138	WY101389274	WMC299733	38N 75W 020	966550
SEA 139	WY101389275	WMC299734	38N 75W 020	966551
SEA 140	WY101389276	WMC299735	38N 75W 020	966552
SEA 141	WY101389277	WMC299736	38N 75W 020	966553
SEA 142	WY101389278	WMC299737	38N 75W 020	966554
SEA 143	WY101389279	WMC299738	38N 75W 020	966555
SEA 144	WY101389280	WMC299739	38N 75W 020	966556
SEA 145	WY101389281	WMC299740	38N 75W 020	966557
SEA 146	WY101389282	WMC299741	38N 75W 020	966558
SEA 147	WY101389283	WMC299742	38N 75W 020	966559
SEA 148	WY101389284	WMC299743	38N 75W 020	966560
SEA 158	WY101389285	WMC299753	38N 75W 017	966570
SEA 159	WY101389286	WMC299754	38N 75W 017	966571
SEA 160	WY101389287	WMC299755	38N 75W 017	966572
SEA 161	WY101389288	WMC299756	38N 75W 017	966573
SEA 162	WY101389289	WMC299757	38N 75W 017	966574
SEA 163	WY101389290	WMC299758	38N 75W 017	966575
SEH #621	WY101390283	WMC299056	37N 75W 017	965370
SEH #622	WY101390284	WMC299057	37N 75W 017	965371
SEH #623	WY101390285	WMC299058	37N 75W 017	965372
SEH #624	WY101390286	WMC299059	37N 75W 017	965373
SEH #625	WY101390287	WMC299060	37N 75W 017	965374
SEH #626	WY101390288	WMC299061	37N 75W 017	965375
SEH #627	WY101390289	WMC299062	37N 75W 017	965376

Exhibit A – Property Description: Page 10

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 605	WY101410041	WMC300200	39N 75W 033	967018
SEA 606	WY101410042	WMC300201	39N 75W 033	967019
SEA 607	WY101410043	WMC300202	39N 75W 033	967020
SEA 611	WY101410044	WMC300206	39N 75W 028	967024
SEA 612	WY101410045	WMC300207	39N 75W 028	967025
SEA 613	WY101410046	WMC300208	39N 75W 028	967026
SEA 614	WY101410047	WMC300209	39N 75W 028	967027
SEA 625	WY101410048	WMC300220	39N 75W 028	967038
SEA 626	WY101410049	WMC300221	39N 75W 028	967039
SEA 627	WY101410050	WMC300222	39N 75W 028	967040
SEA 628	WY101410051	WMC300223	39N 75W 028	967041
SEH#861	WY101410128	WMC311846	37N 74W 007 and 008	1048925
SEH#862	WY101410129	WMC311847	37N 74W 007	1048926
SEH#863	WY101410130	WMC311848	37N 74W 007	1048927
SEA 164	WY101470491	WMC299759	38N 75W 017	966576
SEA 165	WY101470492	WMC299760	38N 75W 017	966577
SEA 166	WY101470493	WMC299761	38N 75W 017	966578
SEA 185	WY101470494	WMC299780	38N 75W 017	966597
SEA 186	WY101470495	WMC299781	38N 75W 017	966598
SEA 187	WY101470496	WMC299782	38N 75W 017	966599
SEA 188	WY101470497	WMC299783	38N 75W 017	966600
SEA 189	WY101470498	WMC299784	38N 75W 017	966601
SEA 190	WY101470499	WMC299785	38N 75W 008	966602
SEA 191	WY101470500	WMC299786	38N 75W 008	966603
SEA 192	WY101470501	WMC299787	38N 75W 008	966604
SEA 193	WY101470502	WMC299788	38N 75W 008	966605
SEA 194	WY101470503	WMC299789	38N 75W 008	966606
SEA 195	WY101470504	WMC299790	38N 75W 008	966607
SEA 196	WY101470505	WMC299791	38N 75W 008	966608

Exhibit A – Property Description: Page 11

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 206	WY101470506	WMC299801	38N 75W 008	966618
SEA 207	WY101470507	WMC299802	38N 75W 008	966619
SEA 208	WY101470508	WMC299803	38N 75W 008	966620
SEA 212	WY101470509	WMC299807	38N 75W 008	966624
SEA 213	WY101470510	WMC299808	38N 75W 008	966625
SEA 214	WY101470511	WMC299809	38N 75W 008	966626
SEA 218	WY101471670	WMC299813	38N 75W 008	966630
SEA 219	WY101471671	WMC299814	38N 75W 008	966631
SEA 220	WY101471672	WMC299815	38N 75W 008	966632
SEA 224	WY101471673	WMC299819	38N 75W 005	966636
SEA 225	WY101471674	WMC299820	38N 75W 005	966637
SEA 226	WY101471675	WMC299821	38N 75W 005	966638
SEA 227	WY101471676	WMC299822	38N 75W 005	966639
SEA 249	WY101471677	WMC299844	38N 75W 005	966661
SEA 250	WY101471678	WMC299845	38N 75W 005	966662
SEA 251	WY101471679	WMC299846	38N 75W 005	966663
SEA 252	WY101471680	WMC299847	38N 75W 005	966664
SEA 253	WY101471681	WMC299848	38N 75W 005	966665
SEA 254	WY101471682	WMC299849	38N 75W 005	966666
SEA 265	WY101471683	WMC299860	38N 75W 005	966677
SEA 266	WY101471684	WMC299861	38N 75W 005	966678
SEA 267	WY101471685	WMC299862	38N 75W 005	966679
SEA 268	WY101471686	WMC299863	38N 75W 005	966680
SEA 269	WY101471687	WMC299864	38N 75W 005	966681
SEA 270	WY101471688	WMC299865	38N 75W 005	966682
SEA 297	WY101471689	WMC299892	39N 75W 032	966709
SEA 298	WY101471690	WMC299893	39N 75W 032	966710
SEH #534	WY101472610	WMC298969	37N 75W 027	965280
SEA 299	WY101473905	WMC299894	39N 75W 032	966711

Exhibit A – Property Description: Page 12

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 311	WY101473906	WMC299906	39N 75W 032	966723
SEA 312	WY101473907	WMC299907	39N 75W 032	966724
SEA 313	WY101473908	WMC299908	39N 75W 032	966725
SEA 314	WY101473909	WMC299909	39N 75W 032	966726
SEA 315	WY101473910	WMC299910	39N 75W 032	966727
SEA 316	WY101473911	WMC299911	39N 75W 032	966728
SEA 317	WY101473912	WMC299912	39N 75W 032	966729
SEA 329	WY101473913	WMC299924	39N 75W 032	966741
SEA 330	WY101473914	WMC299925	39N 75W 032	966742
SEA 331	WY101473915	WMC299926	39N 75W 032	966744
SEA 332	WY101473916	WMC299927	39N 75W 032	966745
SEA 333	WY101473917	WMC299928	39N 75W 032	966746
SEA 334	WY101473918	WMC299929	39N 75W 032	966747
SEA 335	WY101473919	WMC299930	39N 75W 032	966748
SEA 395	WY101473920	WMC299990	38N 75W 028	966808
SEA 396	WY101473921	WMC299991	38N 75W 028	966809
SEA 440	WY101473922	WMC300035	38N 75W 015	966853
SEA 441	WY101473923	WMC300036	38N 75W 015	966854
SEA 442	WY101473924	WMC300037	38N 75W 015	966855
SEA 452	WY101473925	WMC300047	38N 75W 015	966865
SEA 453	WY101474916	WMC300048	38N 75W 015	966866
SEA 590	WY101474917	WMC300185	39N 75W 033	967003
SEA 591	WY101474918	WMC300186	39N 75W 033	967004
SEA 592	WY101474919	WMC300187	39N 75W 033	967005
SEA 593	WY101474920	WMC300188	39N 75W 033	967006
SEA 594	WY101474921	WMC300189	39N 75W 033	967007
SEA 601	WY101474922	WMC300196	39N 75W 033	967014
SEA 602	WY101474923	WMC300197	39N 75W 033	967015
SEA 603	WY101474924	WMC300198	39N 75W 033	967016

Exhibit A – Property Description: Page 13

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEA 604	WY101474925	WMC300199	39N 75W 033	967017
SEP#679	WY101560644	WMC301845	38N 74W 032	971733
SEP#680	WY101560645	WMC301846	38N 74W 032	971734
SEP#681	WY101560646	WMC301847	38N 74W 032	971735
SEP#682	WY101560647	WMC301848	38N 74W 032	971736
SEP#683	WY101560648	WMC301849	38N 74W 032	971737
SEP#684	WY101560649	WMC301850	38N 74W 032	971738
SEP#685	WY101560650	WMC301851	38N 74W 032	971739
SEP#686	WY101560651	WMC301852	38N 74W 032	971740
SEP#687	WY101560652	WMC301853	38N 74W 032	971741
SEP#688	WY101560653	WMC301854	38N 74W 032	971742
SEP#689	WY101560654	WMC301855	38N 74W 029	971743
SEP#690	WY101560655	WMC301856	38N 74W 029	971744
SEP#691	WY101560656	WMC301857	38N 74W 029	971745
SEP#692	WY101560657	WMC301858	38N 74W 029	971746
SEP#693	WY101560658	WMC301859	38N 74W 029	971747
SEP#694	WY101560659	WMC301860	38N 74W 029	971748
SEP#695	WY101560660	WMC301861	38N 74W 029	971749
SEP#696	WY101560661	WMC301862	38N 74W 029	971750
SEP#697	WY101560662	WMC301863	38N 74W 029	971751
SEP#698	WY101560663	WMC301864	38N 74W 029	971752
SEP#699	WY101560664	WMC301865	38N 74W 029	971753
SEP#700	WY101561444	WMC301866	38N 74W 029	971754
SEP#701	WY101561445	WMC301867	38N 74W 029	971755
SEP#702	WY101561446	WMC301868	38N 74W 029	971756
SEP#703	WY101561447	WMC301869	38N 74W 029	971757
SEP#704	WY101561448	WMC301870	38N 74W 029	971758
SEP#705	WY101561449	WMC301871	38N 74W 029	971759
SEP#706	WY101561450	WMC301872	38N 74W 020	971760

Exhibit A – Property Description: Page 14

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEP#707	WY101561451	WMC301873	38N 74W 020	971761
SEP#708	WY101561452	WMC301874	38N 74W 020	971762
SEP#709	WY101561453	WMC301875	38N 74W 020	971763
SEP#710	WY101561454	WMC301876	38N 74W 020	971764
SEP#711	WY101561455	WMC301877	38N 74W 020	971765
SEP#712	WY101561456	WMC301878	38N 74W 020	971766
SEP#713	WY101561457	WMC301879	38N 74W 020	971767
SEP#714	WY101561458	WMC301880	38N 74W 020	971768
SEP#715	WY101561459	WMC301881	38N 74W 020	971769
SEP#716	WY101561460	WMC301882	38N 74W 020	971770
SEP#717	WY101561461	WMC301883	38N 74W 020	971771
SEP#718	WY101561462	WMC301884	38N 74W 020	971772
SEP#719	WY101561463	WMC301885	38N 74W 020	971773
SEP#720	WY101561464	WMC301886	38N 74W 020	971774
SEP#721	WY101562244	WMC301887	38N 74W 020	971775
SEP#722	WY101562245	WMC301888	38N 74W 020	971776
SEP#723	WY101562246	WMC301889	38N 74W 033	971777
SEP#724	WY101562247	WMC301890	38N 74W 033	971778
SEP#725	WY101562248	WMC301891	38N 74W 033	971779
SEP#726	WY101562249	WMC301892	38N 74W 033	971780
SEP#727	WY101562250	WMC301893	38N 74W 033	971781
SEP#728	WY101562251	WMC301894	38N 74W 033	971782
SEP#729	WY101562252	WMC301895	38N 74W 028	971783
SEP#730	WY101562253	WMC301896	38N 74W 028	971784
SEP#731	WY101562254	WMC301897	38N 74W 028	971785
SEP#732	WY101562255	WMC301898	38N 74W 028	971786
SEP#733	WY101562256	WMC301899	38N 74W 028	971787
SEP#734	WY101562257	WMC301900	38N 74W 028	971788
SEP#735	WY101562258	WMC301901	38N 74W 028	971789

Exhibit A – Property Description: Page 15

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEP#736	WY101562259	WMC301902	38N 74W 028	971790
SEH#137	WY101654738	WMC295940	37N 74W 008	953200
SEH#138	WY101654739	WMC295941	37N 74W 008	953201
SEH#139	WY101654740	WMC295942	37N 74W 008	953202
SEH#140	WY101654741	WMC295943	37N 74W 008	953203
SEH#141	WY101654742	WMC295944	37N 74W 008	953204
SEH#142	WY101654743	WMC295945	37N 74W 008	953205
SEH#143	WY101654744	WMC295946	37N 74W 008	953206
SEH#144	WY101654745	WMC295947	37N 74W 008	953207
SEH#145	WY101654746	WMC295948	37N 74W 008	953208
SEH#146	WY101654747	WMC295949	37N 74W 008	953209
SEH#147	WY101654748	WMC295950	37N 74W 008	953210
SEH#148	WY101654749	WMC295951	37N 74W 008	953211
SEH#149	WY101654750	WMC295952	37N 74W 008	953212
SEH#150	WY101654751	WMC295953	37N 74W 008	953213
SEH#155	WY101654752	WMC295958	37N 74W 005	953218
SEH#156	WY101654753	WMC295959	37N 74W 005	953219
SEH#157	WY101654754	WMC295960	37N 74W 005	953220
SEH#158	WY101654755	WMC295961	37N 74W 005	953221
SEH#159	WY101654756	WMC295962	37N 74W 005	953222
SEH#162	WY101654757	WMC295965	37N 74W 005	953225
SEH#163	WY101654758	WMC295966	37N 74W 005	953226
SEH#164	WY101655355	WMC295967	37N 74W 005	953078
SEH#165	WY101655356	WMC295968	37N 74W 005	953079
SEH#166	WY101655357	WMC295969	37N 74W 005	953080
SEH#167	WY101655358	WMC295970	37N 74W 005	953077
SEH#168	WY101656576	WMC295971	37N 74W 005	953076
SEH#169	WY101656577	WMC295972	37N 74W 005	953075
SEH#170	WY101656578	WMC295973	37N 74W 005	953074

Exhibit A – Property Description: Page 16

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH#171	WY101656579	WMC295974	37N 74W 005	953073
SEH#1	WY101659179	WMC295804	37N 75W 024	953231
SEH#2	WY101659180	WMC295805	37N 75W 024	953232
SEH#3	WY101659972	WMC295806	37N 75W 024	953233
SEH#4	WY101659973	WMC295807	37N 75W 024	953234
SEH#5	WY101659974	WMC295808	37N 75W 024	953235
SEH#6	WY101659975	WMC295809	37N 75W 024	953236
SEH#7	WY101659976	WMC295810	37N 75W 024	953237
SEH#8	WY101659977	WMC295811	37N 75W 024	953238
SEH#9	WY101659978	WMC295812	37N 75W 024	953239
SEH#10	WY101659979	WMC295813	37N 75W 024	953240
SEH#11	WY101659980	WMC295814	37N 75W 024	953241
SEH#12	WY101659981	WMC295815	37N 75W 024	953242
SEH#13	WY101659982	WMC295816	37N 75W 024	953243
SEH#14	WY101659983	WMC295817	37N 75W 024	953244
SEH#15	WY101659984	WMC295818	37N 75W 024	953245
SEH#16	WY101659985	WMC295819	37N 75W 024	953246
SEH#17	WY101880538	WMC295820	37N 75W 024	953247
SEH#18	WY101880539	WMC295821	37N 75W 024	953248
SEH#19	WY101880540	WMC295822	37N 75W 024	953249
SEH#20	WY101880541	WMC295823	37N 75W 024	953250
SEH#21	WY101880542	WMC295824	37N 75W 024	953251
SEH#22	WY101880543	WMC295825	37N 75W 024	953252
SEH#23	WY101880544	WMC295826	37N 75W 024	953253
SEH#24	WY101880545	WMC295827	37N 75W 024	953254
SEH#25	WY101880546	WMC295828	37N 75W 024	953255
SEH#26	WY101880547	WMC295829	37N 75W 024	953256
SEH#27	WY101880548	WMC295830	37N 75W 024	953257
SEH#28	WY101880549	WMC295831	37N 75W 024	953258

Exhibit A – Property Description: Page 17

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH#29	WY101880550	WMC295832	37N 75W 024	953259
SEH#30	WY101880551	WMC295833	37N 75W 013	953260
SEH#31	WY101880552	WMC295834	37N 75W 013	953261
SEH#33	WY101880553	WMC295836	37N 75W 013	953263,
				amended at
				966408
SEH#34	WY101880554	WMC295837	37N 75W 013	953264,
				amended at
				966409
SEH#35	WY101880555	WMC295838	37N 75W 013	953265,
				amended at
				966410
SEH#36	WY101880556	WMC295839	37N 75W 013	953266,
				amended at
				966411
SEH#37	WY101880557	WMC295840	37N 75W 013	953267,
				amended at
				966412
SEH#38	WY101880558	WMC295841	37N 75W 013	953268
SEH#172	WY101880559	WMC295975	37N 74W 005	953072
SEH#173	WY101880560	WMC295976	37N 74W 005	953071
SEH#174	WY101880561	WMC295977	37N 74W 005	953070
SEH#175	WY101880562	WMC295978	37N 74W 005	953069
SEH#176	WY101880563	WMC295979	37N 74W 005	953068
SEH#177	WY101880564	WMC295980	37N 74W 005	953067
SEH#178	WY101880565	WMC295981	37N 74W 005	953066
SEH#179	WY101880566	WMC295982	37N 74W 005	953065
SEH#180	WY101880567	WMC295983	37N 74W 005	953064
SEH#181	WY101880568	WMC295984	37N 74W 005	953063
SEH#182	WY101880569	WMC295985	37N 74W 005	953062
SEH#225	WY101880570	WMC296028	37N 74W 009	953288
SEH#234	WY101880571	WMC296037	37N 74W 009	953297
SEH#243	WY101880572	WMC296046	37N 74W 009	953306
SEH#244	WY101880573	WMC296047	37N 74W 009	953307

Exhibit A – Property Description: Page 18

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH#245	WY101880574	WMC296048	37N 74W 009	953308
SEH#246	WY101880575	WMC296049	37N 74W 009	953309
SEH#247	WY101880576	WMC296050	37N 74W 009	953310
SEH#248	WY101880577	WMC296051	37N 74W 009	953311
SEH#249	WY101880578	WMC296052	37N 74W 004	953312
SEH#250	WY101880579	WMC296053	37N 74W 004	953313
SEH#39	WY101881338	WMC295842	37N 75W 013	953269
SEH#40	WY101881339	WMC295843	37N 75W 013	953270
SEH#41	WY101881340	WMC295844	37N 75W 013	953271
SEH#42	WY101881341	WMC295845	37N 75W 013	953272
SEH#43	WY101881342	WMC295846	37N 75W 013	953273
SEH#44	WY101881343	WMC295847	37N 75W 013	953274
SEH#45	WY101881344	WMC295848	37N 75W 013	953275
SEH#46	WY101881345	WMC295849	37N 75W 013	953276
SEH#47	WY101881346	WMC295850	37N 75W 013	953277
SEH#48	WY101881347	WMC295851	37N 75W 013	953278
SEH#49	WY101881348	WMC295852	37N 75W 013	953279
SEH#50	WY101881349	WMC295853	37N 75W 013	953280
SEH#54	WY101881350	WMC295857	37N 75W 013	953017
SEH#55	WY101881351	WMC295858	37N 75W 013	953018
SEH#56	WY101881352	WMC295859	37N 75W 013	953019
SEH#57	WY101881353	WMC295860	37N 75W 013	953020
SEH#63	WY101881354	WMC295866	37N 74W 018	953026
SEH#64	WY101881355	WMC295867	37N 74W 018	953027
SEH#65	WY101881356	WMC295868	37N 74W 018	953028
SEH#66	WY101881357	WMC295869	37N 74W 018	953029
SEH#67	WY101881358	WMC295870	37N 74W 018	953030,
				amended at
				966407
SEH#251	WY101881359	WMC296054	37N 74W 004	953314

Exhibit A – Property Description: Page 19

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH#252	WY101881360	WMC296055	37N 74W 004	953315
SEH#253	WY101881361	WMC296056	37N 74W 004	953316
SEH#295	WY101881362	WMC296098	37N 74W 015	953408
SEH#296	WY101881363	WMC296099	37N 74W 015	953409
SEH#297	WY101881364	WMC296100	37N 74W 015	953410
SEH#298	WY101881365	WMC296101	37N 74W 015	953411
SEH#299	WY101881366	WMC296102	37N 74W 015	953412
SEH#300	WY101881367	WMC296103	37N 74W 015	953413
SEH#301	WY101881368	WMC296104	37N 74W 015	953414
SEH#302	WY101881369	WMC296105	37N 74W 015	953415
SEH#303	WY101881370	WMC296106	37N 74W 015	953416
SEH#369	WY101881371	WMC296172	37N 74W 014	953333
SEH#370	WY101881372	WMC296173	37N 74W 014	953334
SEH#371	WY101881373	WMC296174	37N 74W 014	953335
SEH#376	WY101881374	WMC296179	37N 74W 014	953340
SEH#377	WY101881375	WMC296180	37N 74W 014	953341
SEH#378	WY101881376	WMC296181	37N 74W 014	953342
SEH#68	WY101881964	WMC295871	37N 74W 018	953131
SEH#69	WY101881965	WMC295872	37N 74W 018	953132
SEH#70	WY101881966	WMC295873	37N 74W 018	953133
SEH#71	WY101881967	WMC295874	37N 74W 018	953134
SEH#72	WY101881968	WMC295875	37N 74W 018	953135
SEH#73	WY101881969	WMC295876	37N 74W 018	953136
SEH#74	WY101881970	WMC295877	37N 74W 018	953137
SEH#75	WY101881971	WMC295878	37N 74W 018	953138
SEH#76	WY101881972	WMC295879	37N 74W 018	953139
SEH#77	WY101881973	WMC295880	37N 74W 007	953140
SEH#78	WY101881974	WMC295881	37N 74W 007	953141
SEH#79	WY101881975	WMC295882	37N 74W 007	953142

Exhibit A – Property Description: Page 20

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH#80	WY101881976	WMC295883	37N 74W 007	953143
SEH#81	WY101881977	WMC295884	37N 74W 007	953144
SEH#82	WY101881978	WMC295885	37N 74W 007	953145
SEH#83	WY101881979	WMC295886	37N 74W 007	953146
SEH#84	WY101881980	WMC295887	37N 74W 007	953147
SEH#85	WY101881981	WMC295888	37N 74W 007	953148
SEH#86	WY101881982	WMC295889	37N 74W 007	953149
SEH#87	WY101881983	WMC295890	37N 74W 007	953150
SEH#88	WY101881984	WMC295891	37N 74W 007	953151
SEH#89	WY101882580	WMC295892	37N 74W 007	953152
SEH#90	WY101882581	WMC295893	37N 74W 007	953153
SEH#91	WY101882582	WMC295894	37N 74W 007	953154
SEH#92	WY101882583	WMC295895	37N 74W 007	953155
SEH#93	WY101882584	WMC295896	37N 74W 007	953156
SEH#94	WY101882585	WMC295897	37N 74W 007	953157
SEH#120	WY101882586	WMC295923	37N 74W 017	953183
SEH#121	WY101882587	WMC295924	37N 74W 017	935184
SEH#122	WY101882588	WMC295925	37N 74W 017	935185
SEH#123	WY101882589	WMC295926	37N 74W 008	953186
SEH#124	WY101882590	WMC295927	37N 74W 008	953187
SEH#126	WY101882591	WMC295929	37N 74W 008	953189
SEH#127	WY101882592	WMC295930	37N 74W 008	953190
SEH#128	WY101882593	WMC295931	37N 74W 008	953191
SEH#129	WY101882594	WMC295932	37N 74W 008	953192
SEH#130	WY101882595	WMC295933	37N 74W 008	953193
SEH#131	WY101882596	WMC295934	37N 74W 008	953194
SEH#132	WY101882597	WMC295935	37N 74W 008	953195
SEH#134	WY101882598	WMC295937	37N 74W 008	953197
SEH#135	WY101882599	WMC295938	37N 74W 008	953198

Exhibit A – Property Description: Page 21

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEH#136	WY101882600	WMC295939	37N 74W 008	953199
SEP#08	WY101885841	WMC301174	37N 75W 007	971062
SEP#09	WY101885842	WMC301175	37N 75W 007	971063
SEP#10	WY101886622	WMC301176	37N 75W 007	971064
SEP#11	WY101886623	WMC301177	37N 75W 007	971065
SEP#26	WY101886624	WMC301192	37N 75W 007	971080
SEP#27	WY101886625	WMC301193	37N 75W 007	971081
SEP#28	WY101886626	WMC301194	37N 75W 007	971082
SEP#29	WY101886627	WMC301195	37N 75W 007	971083
SEP#30	WY101886628	WMC301196	37N 75W 007	971084
SEP#31	WY101886629	WMC301197	37N 75W 007	971085
SEP#42	WY101886630	WMC301208	37N 75W 006	971096
SEP#43	WY101886631	WMC301209	37N 75W 006	971097
SEP#44	WY101886632	WMC301210	37N 75W 006	971098
SEP#45	WY101886633	WMC301211	37N 75W 006	971099
SEP#46	WY101886634	WMC301212	37N 75W 006	971100
SEP#47	WY101886635	WMC301213	37N 75W 006	971101
SEP#48	WY101886636	WMC301214	37N 75W 006	971102
SEP#49	WY101886637	WMC301215	37N 75W 006	971103
SEP#60	WY101886638	WMC301226	37N 75W 006	971114
SEP#61	WY101886639	WMC301227	37N 75W 006	971115
SEP#62	WY101886640	WMC301228	37N 75W 006	971116
SEP#63	WY101886641	WMC301229	37N 75W 006	971117
SEP#64	WY101886642	WMC301230	37N 75W 008	971118
SEP#65	WY101887422	WMC301231	37N 75W 008	971119
SEP#66	WY101887423	WMC301232	37N 75W 008	971120
SEP#67	WY101887424	WMC301233	37N 75W 008	971121
SEP#78	WY101887425	WMC301244	37N 75W 008	971132
SEP#79	WY101887426	WMC301245	37N 75W 008	971133

Exhibit A – Property Description: Page 22

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEP#80	WY101887427	WMC301246	37N 75W 008	971134
SEP#81	WY101887428	WMC301247	37N 75W 008	971135
SEP#82	WY101887429	WMC301248	37N 75W 008	971136
SEP#83	WY101887430	WMC301249	37N 75W 008	971137
SEP#84	WY101887431	WMC301250	37N 75W 008	971138
SEP#85	WY101887432	WMC301251	37N 75W 008	971139
SEP#98	WY101887433	WMC301264	37N 75W 008	971152
SEP#99	WY101887434	WMC301265	37N 75W 008	971153
SEP#100	WY101887435	WMC301266	37N 75W 005	971154
SEP#101	WY101887436	WMC301267	37N 75W 005	971155
SEP#116	WY101887437	WMC301282	37N 75W 005	971170
SEP#117	WY101887438	WMC301283	37N 75W 005	971171
SEP#463	WY101887439	WMC301629	37N 75W 012	971517
SEP#464	WY101887440	WMC301630	37N 75W 012	971518
SEP#465	WY101887441	WMC301631	37N 75W 012	971519
SEP#466	WY101887442	WMC301632	37N 75W 012	971520
SEP#487	WY101888244	WMC301653	37N 75W 001	971541
SEP#488	WY101888245	WMC301654	37N 75W 001	971542
SEP#489	WY101888246	WMC301655	37N 75W 001	971543
SEP#490	WY101888247	WMC301656	37N 75W 001	971544
SEP#499	WY101888248	WMC301665	37N 75W 001	971553
SEP#500	WY101888249	WMC301666	37N 75W 001	971554
SEP#557	WY101888250	WMC301723	38N 74W 031	971611
SEP#558	WY101888251	WMC301724	38N 74W 031	971612
SEP#559	WY101888252	WMC301725	38N 74W 031	971613
SEP#560	WY101888253	WMC301726	38N 74W 031	971614
SEP#561	WY101888254	WMC301727	38N 74W 031	971615
SEP#562	WY101888255	WMC301728	38N 74W 031	971616
SEP#563	WY101888256	WMC301729	38N 74W 031	971617

Exhibit A – Property Description: Page 23

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEP#564	WY101888257	WMC301730	38N 74W 031	971618
SEP#577	WY101888258	WMC301743	38N 74W 030	971631
SEP#578	WY101888259	WMC301744	38N 74W 030	971632
SEP#579	WY101888260	WMC301745	38N 74W 030	971633
SEP#580	WY101888261	WMC301746	38N 74W 030	971634
SEP#591	WY101888262	WMC301757	38N 74W 030	971645
SEP#592	WY101888263	WMC301758	38N 74W 030	971646
SEP#593	WY101888264	WMC301759	38N 74W 030	971647
SEP#594	WY101889044	WMC301760	38N 74W 030	971648
SEP#595	WY101889045	WMC301761	38N 74W 019	971649
SEP#596	WY101889046	WMC301762	38N 74W 019	971650
SEP#597	WY101889047	WMC301763	38N 74W 019	971651
SEP#598	WY101889048	WMC301764	38N 74W 019	971652
SEP#609	WY101889049	WMC301775	38N 74W 019	971663
SEP#610	WY101889050	WMC301776	38N 74W 019	971664
SEP#611	WY101889051	WMC301777	38N 74W 019	971665
SEP#612	WY101889052	WMC301778	38N 74W 019	971666
SEP#613	WY101889053	WMC301779	38N 74W 019	971667
SEP#614	WY101889054	WMC301780	38N 74W 019	971668
SEP#625	WY101889055	WMC301791	38N 74W 019	971679
SEP#626	WY101889056	WMC301792	38N 74W 019	971680
SEP#627	WY101889057	WMC301793	38N 74W 019	971681
SEP#628	WY101889058	WMC301794	38N 74W 019	971682
SEP#629	WY101889059	WMC301795	38N 74W 018	971683
SEP#630	WY101889060	WMC301796	38N 74W 018	971684
SEP#631	WY101889061	WMC301797	38N 74W 018	971685
SEP#632	WY101889062	WMC301798	38N 74W 018	971686
SEP#641	WY101889063	WMC301807	38N 74W 018	971695
SEP#642	WY101889064	WMC301808	38N 74W 018	971696

Exhibit A – Property Description: Page 24

				County
				Recording
Claim		Legacy Serial	Township Range	(Instrument
Name	Serial Number	Number	Section	No.)
SEP#643	WY101889844	WMC301809	38N 74W 018	971697
SEP#659	WY101889845	WMC301825	38N 74W 032	971713
SEP#660	WY101889846	WMC301826	38N 74W 032	971714
SEP#661	WY101889847	WMC301827	38N 74W 032	971715
SEP#662	WY101889848	WMC301828	38N 74W 032	971716
SEP#663	WY101889849	WMC301829	38N 74W 032	971717
SEP#664	WY101889850	WMC301830	38N 74W 032	971718
SEP#665	WY101889851	WMC301831	38N 74W 032	971719
SEP#666	WY101889852	WMC301832	38N 74W 032	971720
SEP#667	WY101889853	WMC301833	38N 74W 032	971721
SEP#668	WY101889854	WMC301834	38N 74W 032	971722
SEP#669	WY101889855	WMC301835	38N 74W 032	971723
SEP#670	WY101889856	WMC301836	38N 74W 032	971724
SEP#671	WY101889857	WMC301837	38N 74W 032	971725
SEP#672	WY101889858	WMC301838	38N 74W 032	971726
SEP#673	WY101889859	WMC301839	38N 74W 032	971727
SEP#674	WY101889860	WMC301840	38N 74W 032	971728
SEP#675	WY101889861	WMC301841	38N 74W 032	971729
SEP#676	WY101889862	WMC301842	38N 74W 032	971730
SEP#677	WY101889863	WMC301843	38N 74W 032	971731
SEP#678	WY101889864	WMC301844	38N 74W 032	971732

Wyoming State Leases

1. State of Wyoming Uranium and Associated Minerals Mining Lease #O-43497, effective February 2, 2015, including all extensions and amendments thereto.

2. State of Wyoming Uranium and Associated Minerals Mining Lease #O-43524, effective December 2, 2016, including all extensions and amendments thereto.

Exhibit A – Property Description: Page 25

Development Agreements

Patterson

1. Uranium Exploration and Development Agreement, effective May 18, 2011, as amended May 13, 2014 and April 1, 2015, by and between Joe Patterson Ranch, Kerri Jo Paddock, f/k/a Kerri Jo Patterson, James Walter Patterson, and Stakeholder Energy, LLC, and Memorandum thereof, recorded July 12, 2018, in Book 1647, Page 54, as Document No. 1072399.

2. Surface Use Agreement, effective May 18, 2011, as amended April 1, 2015, by and between Joe Patterson Ranch and Stakeholder Energy, LLC, and Memorandum thereof, recorded July 12, 2018, in Book 1647, Page 39, as Document No. 1072397.

Allemand

3. Uranium Exploration and Development Agreement, effective May 18, 2011, as amended May 13, 2014 and January 1, 2016, by and between Gay Lynn Byrd, as Trustee of the Donna S. Allemand Family Trust created March 2, 1989 pursuant to the Last Will and Testament of Donna S. Allemand dated February 14, 1989, and L. Raymond Allemand, as Trustee of the Helen B. Allemand Irrevocable Trust Indenture dated December 8, 1990, L. Raymond Allemand, as Trustee of a Mineral Trust established under a Mineral Trust Indenture dated June 9, 1998; Donald R. Allemand, Dave R. Allemand, Barbara A. Allemand Beckner, Becky A. Allemand Djernes, Roger D. Hildebrand, Robin L. Hildebrand, and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 279, as Document No. 1059815.

4. Surface Use Agreement, dated November 4, 2011, to be effective May 18, 2011, as amended January 1, 2016, by and between Gay Lynn Byrd, as Trustee of the Donna S. Allemand Family Trust created March 2, 1989 pursuant to the Last Will and Testament of Donna S. Allemand dated February 14, 1989, and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 273, as Document No. 1059814.

5. Partial Release of Surface Use Agreement Acreage, dated December 13, 2016, recorded December 19, 2016 in Book 1600, Page 597, as Document No. 1055460, by and between Gay Lynn Byrd, as Trustee of the Donna S. Allemand Family Trust created March 2, 1989 pursuant to the Last Will and Testament of Donna S. Allemand dated February 14, 1989, and Stakeholder Energy, LLC.

Henry

6. Uranium Exploration and Development Agreement, effective May 18, 2011, as amended April 28, 2014, December 9, 2014, and April 1, 2015, by and between Henry Land Company, LP, the William M. Henry, III Revocable Trust dated February 20, 2008, the Susan Kay Henry Revocable Trust dated February 20, 2008, and Stakeholder Energy, LLC, and Memorandum thereof, recorded January 11, 2018, in Book 1631, Page 44, as Document No. 1066357.

7. Surface Use Agreement, effective September 12, 2011, as amended December 9, 2014 and April 1, 2015, by and between William M. Henry, III Revocable Trust dated February 20, 2008, the Susan Kay Henry Revocable Trust dated February 20, 2008, and Stakeholder Energy, LLC, and Memorandum thereof recorded January 11, 2018 in Book 1631, Page 61 as Document No. 1066358.

8. Surface Use Agreement, dated September 12, 2011, as amended April 1, 2015, by and between Henry Land Company, LP, and Stakeholder Energy, LLC, and Memorandum thereof, recorded January 11, 2018 in Book 1631, Page 67 as Document No. 1066359, by and between Henry Land Company, LP and Stakeholder Energy, LLC.

Exhibit A – Property Description: Page 26

Area of Interest

Exhibit A – Property Description: Page 27

EXHIBIT B

Accounting Procedure

This Exhibit B describes the financial and accounting procedures to be followed by the Manager under the Agreement. The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations. It is the intent of the Members that no Member shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager. The Members shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity.

ARTICLE I

GENERAL REQUIREMENTS

1.1 General Accounting Records. The Manager shall maintain detailed and comprehensive cost accounting records in accordance with this Accounting Procedure, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to provide a record of revenues and expenditures and periodic statements of financial position and the results of operations for managerial, tax, regulatory or other financial reporting purposes. Such records shall be retained for the duration of the period allowed the Members for audit or the period necessary to comply with tax or other regulatory requirements. The records shall reflect all obligations, advances and credits applicable to the Company or allocable to the Members.

1.2 Bank Accounts. The Manager shall maintain one or more separate bank accounts for the payment of all expenses and the deposit of all cash receipts for the Company.

1.3 Statements and Billings. The Manager shall prepare monthly statements and bill the Members for Capital Contributions as provided in Sections 3.4 and 6.11 of the Agreement. Subject to Section 6.13 of the Agreement, payment of any billing by a Member (including the Manager) shall not prejudice such Member’s right to protest or question the correctness of the billing or related monthly statement for up to twenty-four (24) months after the date the billing or statement was received by the Member. Subject to Section 6.13 of the Agreement, all written exceptions to and claims upon the Manager for incorrect charges, billings or statements shall be made upon the Manager within such twenty-four (24) month period. The time period permitted for adjustments hereunder shall not apply to adjustments resulting from periodic inventories as provided in Article V.

ARTICLE II

CHARGES TO BUSINESS ACCOUNT

Subject to the limitations contained in this Accounting Procedure, the Manager shall charge the Business Account with the costs, expenditures and other charges described in this Article II.

2.1 Rentals, Royalties and Other Payments. All property acquisition and holding costs, including claim maintenance fees, recording and filing fees, license fees, costs of permits and assessment work, delay rentals, production royalties, including any required advances, all payments required under the Underlying Agreements, and all other payments made by the Manager that are necessary to acquire or maintain title to the Assets.

Exhibit B – Accounting Procedure: Page 1

2.2 Labor and Employee Benefits.

(a) Salaries and Wages. Salaries and wages of the Company’s or the Manager’s employees directly engaged in Operations, including salaries or wages of employees who are temporarily assigned to and directly employed by same.

(b) Benefits. The Manager’s or the Company’s, as applicable, cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Sections 2.2(a) and 2.12. Such costs may be charged on a “when and as paid basis” or by “percentage assessment” on the amount of salaries and wages. If percentage assessment is used, the rate shall be applied to wages or salaries excluding overtime and bonuses. Such rate shall be based on the Manager’s or the Company’s, as applicable, cost experience and shall be periodically adjusted at least annually to ensure that the total of such charges does not exceed the actual cost of such charges to the Manager or the Company, as applicable.

(c) Benefit Plans. The Manager’s or the Company’s, as applicable, actual cost of established plans for employees’ group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus (except production or incentive bonus plans under a union contract based on actual rates of production, cost savings and other production factors, and similar non-union bonus plans customary in the industry or necessary to attract competent employees, which bonus payments shall be considered salaries and wages under Sections 2.2(a) or 2.12 rather than benefit plans) and other benefit plans of a like nature applicable to salaries and wages chargeable under Sections 2.2(a) or 2.12; provided, that the plans are limited to the extent feasible to those customary in the industry.

(d) Employment Taxes. Cost of Taxes imposed by any Governmental Authority that are applicable to salaries and wages chargeable under Sections 2.2(a) and 2.12, including all penalties except those resulting from the willful misconduct or gross negligence of the Manager.

2.3 Materials, Equipment and Supplies. The cost of materials, equipment and supplies (“Material”) purchased from unaffiliated third parties or furnished by the Manager or any Member as provided in Article III. The Manager shall purchase or furnish only so much Material as may be required for immediate use in efficient and economical Operations. The Manager also shall maintain inventory levels of Material at reasonable levels to avoid unnecessary accumulation of surplus stock.

2.4 Equipment and Facilities Furnished by Manager. The cost of machinery, equipment and facilities owned by the Manager and used in Operations or used to provide support or utility services to Operations charged at rates commensurate with the actual costs of ownership and operation of such machinery, equipment and facilities. Such rates shall include costs of maintenance, repairs, other operating expenses, insurance, taxes, depreciation and interest at a rate not to exceed Prime Rate plus five percentage points per annum. Such rates shall not exceed the average commercial rates currently prevailing in the vicinity of the Operations.

Exhibit B – Accounting Procedure: Page 2

2.5 Transportation. Reasonable transportation costs incurred in connection with the transportation of employees and material necessary for the Operations.

2.6 Contract Services and Utilities. The cost of contract services and utilities procured from outside sources, other than services described in Sections 2.9 and 2.13. If contract services are performed by the Manager or an Affiliate of the Manager, the cost charged to the Business Account shall not be greater than that for which comparable services and utilities are available in the open market within the vicinity of the Operations.

2.7 Insurance Premiums. Net premiums paid for insurance required to be carried for Operations for the protection of the Manager and the Members. When the Operations are conducted in an area where the Manager or the Company, as applicable, may self-insure for

Workmen’s Compensation or Employer’s Liability under state Law, the Manager may elect to include such risks in its self-insurance program and shall charge its costs or the Company’s costs, as applicable, of self-insuring such risks to the Business Account provided that such charges shall not exceed published manual rates.

2.8 Damages and Losses. All costs in excess of insurance proceeds necessary to repair or replace damages or losses to any Assets resulting from any cause other than the willful misconduct or gross negligence of the Manager. The Manager shall furnish the Management Committee with written notice of damages or losses as soon as practicable after a report of such damages or losses has been received by the Manager.

2.9 Legal and Regulatory Expense. Except as otherwise provided in Section 2.13, all legal and regulatory costs and expenses incurred in or resulting from the Operations or necessary to protect or recover the Assets of the Company. All attorneys’ fees and other legal costs to handle, investigate and settle litigation or claims, including the cost of legal services provided by the Manager’s legal staff, and amounts paid in settlement of such litigation or claims shall not be charged to the Business Account unless approved by the Management Committee.

2.10

Audit. The cost of audits under Section 6.13 of the Agreement if requested by a Member.

2.11 Taxes. All Taxes (except income Taxes and similar Taxes measured based on the income of a Member) of every kind and nature assessed or levied upon or in connection with the Assets, the production of Products or Operations.

2.12 District and Camp Expense (Field Supervision and Camp Expenses). A pro rata portion of (a) the salaries and expenses of the Manager’s superintendent and other employees serving Operations whose time is not allocated directly to such Operations, (b) the costs of maintaining and operating an office (the “Manager’s Project Office”) and any necessary suboffice, and (c) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue therefrom, shall include depreciation or a fair monthly rental in lieu of depreciation of the investment. The total of such charges for all properties served by the Manager’s employees and facilities shall be apportioned to the Business Account on the basis of a ratio, the numerator of which is the direct labor costs of the Operations and the denominator of which is the total direct labor costs incurred for all activities served by the Manager.

Exhibit B – Accounting Procedure: Page 3

2.13 Administrative Charge.

(a) Amount of Charge. Each month, the Manager shall charge the Business Account an “Administrative Charge” for each Phase of Operations equal to the following:

(i)

Exploration Phase. 5% of Allowable Costs.

(ii)

Development Phase. 5% of Allowable Costs.

(iii)

Major Construction Phase. 3% of Allowable Costs.

(iv)

Mining Phase. 2% of Allowable Costs.

(b)

Defined Terms. As used in this Agreement, the following terms have the meanings indicated:

“Allowable Costs” means, for a particular Phase of Operations, all charges to the Business Account, excluding (i) the Administrative Charge, (ii) depreciation, depletion or amortization of tangible or intangible assets, and (iii) amounts charged under Sections 2.1 and 2.9.

“Phase” means the Exploration Phase, the Development Phase, the Major Construction Phase or the Mining Phase, as applicable. Phases may be conducted concurrently, in which case Allowable Costs shall be reasonably allocated by the Manager to each such Phase and the Administrative Charge shall be calculated separately for Allowable Costs attributable to each Phase.

“Exploration Phase” means Operations conducted to ascertain the existence, location, extent or quantity of any deposit of ore or mineral. The Exploration Phase shall cease when a commercially recoverable reserve is determined to exist.

“Development Phase” means Operations conducted to access a commercially feasible ore body or to extend production of an existing ore body, and to construct or install related fixed assets.

“Major Construction Phase” means Operations conducted to construct a mill, smelter or other ore processing facility.

“Mining Phase” means all Operations other than the Exploration Phase, the Development Phase or the Major Construction Phase, including Operations conducted after Mining has ceased.

(c) Allocation Among Properties. The monthly Administration Charge determined for each Phase shall be reasonably allocated among the Properties and all other properties served by the Manager during each monthly period on the basis of a ratio, the numerator of which shall equal the direct labor costs charged to a particular property, and the denominator of which shall equal the total direct labor costs incurred for the Properties and all other properties served by the Manager.

Exhibit B – Accounting Procedure: Page 4

(d) Amounts Covered By Administrative Charge. The Administrative Charge shall be a liquidated amount (in lieu of a separate management fee) to reimburse the Manager for its home office overhead and general and administrative expenses to conduct each Phase of Operations, including the following principal business office expenses that are expressly covered by the Administrative Charge:

(i) Administrative supervision, including services rendered by managers, department supervisors, officers and directors of the Manager for Operations, except to the extent that such services represent a direct charge to the Business Account, as provided in Section 2.2;

(ii) Accounting, data processing, personnel administration, billing and record keeping in accordance with governmental regulations and the provisions of the Agreement, and preparation of reports;

(iii) The services of tax counsel and tax administration employees for all tax matters, including any protests, except any outside professional fees which the Management Committee may approve as a direct charge to the Business Account;

(iv) Routine legal services rendered by outside sources and the Manager’s legal staff not otherwise charged to the Business Account under Section 2.9; and

(v) Rentals and other charges for office and records storage space, telephone service, office equipment and supplies.

(e) Annual Review. The Management Committee shall annually review the Administration Charge and shall amend the methodology or rates used to determine the Administrative Charge if they are found to be insufficient or excessive.

2.14 Environmental Compliance Fund. Costs of reasonably anticipated Environmental Compliance which, on a Program basis, shall be determined by the Management Committee and shall be based on proportionate contributions in an amount sufficient to establish the Environmental Compliance Fund, which through successive proportionate contributions during the life of the Company, will pay for ongoing Environmental Compliance conducted during Operations and that will aggregate the reasonably anticipated costs of mine closure, post-Operations Environmental Compliance and Continuing Obligations. The Manager shall invest amounts in the Environmental Compliance Fund as provided in Section 5.3(p) of the Agreement.

2.15 Other Expenditures. Any reasonable direct expenditure, other than expenditures that are covered by the foregoing provisions, incurred by the Manager for the necessary and proper conduct of Operations.

Exhibit B – Accounting Procedure: Page 5

ARTICLE III

BASIS OF CHARGES TO BUSINESS ACCOUNT

3.1 Purchases. Material purchased and services procured from third parties shall be charged to the Business Account by the Manager at invoiced cost, including applicable transfer Taxes, less all discounts taken. If any Material is determined to be defective or is returned to a vendor for any other reason, the Manager shall credit the Business Account when an adjustment is received from the vendor.

3.2 Material Furnished by the Manager or a Member. Any Material furnished by the Manager or any Member from its stocks or distributed to either Member by the Company shall be priced on the following basis:

(a) New Material: New Material transferred from the Manager or Member shall be priced F.O.B. the nearest reputable supply store or railway receiving point, where similar Material is available, at the current replacement cost of the same kind of Material, exclusive of any available cash discounts, at the time of the transfer (the “New Price”).

(b) Used Material.

(i) Used Material in sound and serviceable condition and suitable for reuse without reconditioning shall be priced as follows:

(A) Used Material transferred by the Manager or a Member shall be priced at 75% of the New Price for such Material;

(B) Used Material distributed to either Member shall be priced (1) at 75% of the New Price for such Material, if such Material was originally charged to the Business Account as new Material, or (2) at 65% of the New Price for such Material if such Material was originally charged to the Business Account as good used Material at 75% of the New Price.

(ii) Other used Material that, after reconditioning will be further serviceable for original function as good secondhand Material, or that is serviceable for original function but not substantially suitable for reconditioning, shall be priced at 50% of the New Price for such Material. The cost of any reconditioning shall be borne by the transferee.

(iii) All other Material, including junk, shall be priced at a value commensurate with its use or at prevailing prices. Material no longer suitable for its original purpose but usable for some other purpose shall be priced on a basis comparable with items normally used for such other purposes.

(c) Obsolete Material. Any Material that is serviceable and usable for its original function, but its condition is not sufficient to justify a price as provided above shall be priced by the Management Committee. Such price shall be set at a level that will result in a charge to the Business Account equal to the value of the service to be rendered by such Material.

Exhibit B – Accounting Procedure: Page 6

3.3 Premium Prices. Whenever Material is not readily obtainable at published or listed prices because of national emergencies, strikes or other unusual circumstances over which the Manager has no control, the Manager may charge the Business Account for the required Material on the basis of the Manager’s direct cost and expenses incurred in procuring such Material and making it suitable for use. The Manager shall give Notice of the proposed charge to the Company before the time when such charge is to be billed to the Members, whereupon any Member shall have the right, by providing Notice to the Manager within ten (10) days after the delivery of the Notice from the Manager, to furnish at the usual receiving point all or part of its proportionate share, based on Percentage Interests, of Material suitable for use and acceptable to the Manager.

3.4 Warranty of Material Furnished by the Manager or Members. Neither the Manager nor any Member warrants the Material furnished beyond any dealer’s or manufacturer’s warranty and no credits shall be made to the Business Account for defective Material until adjustments are received by the Manager from the dealer, manufacturer or their respective agents.

ARTICLE IV

DISPOSAL OF MATERIAL

4.1 Disposition Generally. The Manager shall have no obligation to purchase any surplus Material from the Company. The Management Committee shall determine the disposition of major items of surplus Material; provided, the Manager shall have the right to dispose of normal accumulations of junk and scrap Material either by sale or by distributing such Material to the Members as provided in Section 4.2.

4.2 Distribution to Members. Any Material to be distributed to the Members shall be made in proportion to their respective Percentage Interests, and corresponding credits shall be made to the Business Account on the basis provided in Section 3.2.

4.3 Sales. Sales of Material to third parties shall be credited to the Business Account at the net amount received. Any damages or claims by the Purchaser shall be charged back to the Business Account if and when paid.

ARTICLE V

INVENTORIES

5.1 Periodic Inventories, Notice and Representations. At reasonable intervals, physical inventories shall be taken by the Manager, which shall include all such Material as is ordinarily considered controllable by operators of mining properties. The expense of conducting such periodic physical inventories shall be charged to the Business Account. The Manager shall give Notice to the Members of its intent to take any physical inventory at least thirty (30) days before such physical inventory is scheduled to occur. A Member shall be deemed to have accepted the results of any physical inventory taken by the Manager if the Member fails to be represented at the taking of such physical inventory.

Exhibit B – Accounting Procedure: Page 7

EXHIBIT C

Tax Matters

This Exhibit C shall govern the relationship of the Members and the Company with respect to tax matters and the other matters addressed in this Exhibit C.

ARTICLE I

TAX MATTERS PARTNER

1.1 Designation of Partnership Representative. The Manager is designated the partnership representative (the “Partnership Representative”) as defined in section 6223 of the Code, and if such Manager is not a natural person, shall designate the “designated individual” under Treasury Regulations section 301.6223-1. Any successor Partnership Representative shall be designated by the Management Committee. The Partnership Representative shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms after approval of the Management Committee. If the Manager resigns or is removed, the Member serving as the Manager at the end of a taxable year shall continue as Partnership Representative with respect to all matters concerning that year unless the Partnership Representative for that year is required to be changed under applicable Treasury Regulations. The Partnership Representative and the other Members shall use reasonable best efforts to comply with their responsibilities under this Article I and under sections 6221 through 6241 of the Code and the related Treasury Regulations, and in doing so shall incur no liability to the Company or any Member. Except as expressly limited pursuant to the Agreement and this Exhibit C, the Partnership Representative shall have the power and authority to take any action on behalf of the Company granted to the partnership representative under Sections 6221 through 6241 of the Code.

1.2 Information. Each Member shall furnish the Partnership Representative with information reasonably requested by the Partnership Representative to permit the Partnership Representative to perform its obligations under the Agreement and this Exhibit C. The Partnership Representative shall keep each Member reasonably informed of all administrative and judicial proceedings for the adjustment at the partnership level of partnership items under section 6225 of the Code.

1.3 Inconsistent Treatment of Tax Item. Each Member agrees to report its distributive share of income, gain, loss, deduction and credit consistently with each K-1 provided to such Member by the Company. If any Member intends to report any partnership-related item on such Member’s federal income tax return inconsistently with the treatment of such item on the partnership return of the Company, such Member shall promptly notify the Partnership Representative of the treatment by such Member of item.

1.4 Extensions of Limitation Periods. The Partnership Representative shall not extend the period of limitations under section 6235(b) of the Code without the prior approval of the Management Committee.

1.5 Requests for Administrative Adjustments. No Member shall file a request for an administrative adjustment of partnership items under section 6227 of the Code without first providing notice to the Management Committee and receiving approval from the Management Committee. If the Management Committee consents to such administrative adjustment request within thirty (30) days after the notice (or such shorter period as may be required to timely file the request), the Partnership Representative shall file the request on behalf of the Company.

Exhibit C – Tax Matters: Page 1

1.6 Judicial Proceedings. If any Member intends to file a petition under section 6234 or any other section of the Code with respect to any partnership item, or other tax matter involving the Company, the Member shall notify the Management Committee of its intention and the nature of the contemplated proceeding. If the Management Committee consents to such petition within thirty (30) days after the notice (or such shorter period as may be required to timely file the petition), the Partnership Representative shall file the petition on behalf of the Company.

1.7 Settlements. The Partnership Representative shall not settle any tax proceeding (whether before the Internal Revenue Service or similar state agency, or a court) without the consent of the Management Committee.

1.8 Fees and Expenses. The Partnership Representative shall not engage legal counsel, certified public accountants, or others on behalf of the Company without the prior approval of the Management Committee. Any Member may engage legal counsel, certified public accountants, or others on its own behalf at its sole cost and expense. Any reasonable item of expense, including fees and expenses for legal counsel, certified public accountants, and others incurred by the Partnership Representative (after approval of the Management Committee as provided above) in connection with any audit, assessment, litigation or other proceeding relating to any partnership item, shall constitute a proper charge to the Business Account.

1.9 Survival. The provisions of this Article I shall survive the termination of the Company or the termination of any Member’s interest in the Company, and shall remain binding on the Members for the period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the federal income taxation of the Company for the applicable tax years.

ARTICLE II

PARTNERSHIP TAX STATUS; TAX ELECTIONS

2.1 Partnership Tax Status. The Members intend to create a partnership for United States federal and state income tax purposes, and, unless otherwise agreed by all of the Members, no Member shall take any action to change the status of the Company as a partnership under Treasury Regulations section 301.7701-3 or similar provision of state Law; provided, however, that nothing in this Agreement shall be deemed to create a partnership for any other purpose. The Manager shall file with the appropriate office of the Internal Revenue Service a return of partnership income for the Company (Form 1065), and file with the appropriate offices of state agencies any required partnership state income tax or informational returns. Each Member shall furnish to the Manager any information it may have relating to the Company or Operations as shall be required for the proper preparation of these returns. The Manager shall furnish to the other Members for their review and comment a copy of each proposed income tax return (including all schedules and supporting work papers) at least two weeks before the date the return is filed. The Manager shall promptly provide to the Members all information reasonably requested by any Member to calculate estimated tax payments and prepare tax return extensions.

Exhibit C – Tax Matters: Page 2

2.2 Tax Elections. 2.3

(a)

Required Company Elections. The Company shall make the following elections for all partnership income tax returns:

(i)

to use the accrual method of accounting.

(ii) to use as its taxable year the calendar year ending December 31 (and each Member represents for this purpose that its taxable year ends on December 31);

(iii) to deduct currently all development expenses to the extent possible under section 616(a) of the Code or, at the election of the Management Committee, to defer such expenses under Section 616(b) of the Code;

(iv) unless the Members unanimously agree otherwise, to compute the allowance for depreciation for all depreciable Assets using the 150% declining balance method and the shortest life permissible or, at the election of the Manager, using the units of production method of depreciation;

(v) to treat advance royalties as deductions from gross income for the year paid or accrued to the extent permitted by Law;

(vi) to make an election to adjust the basis of Company property with respect to a Member under section 754 of the Code at the request of the Member; and

(vii) to amortize over the shortest permissible period all organizational expenditures and business start-up expenses under sections 195 and 709 of the Code.

(b) Other Company Elections. Except as provided in Section 2.2(a), elections required or permitted to be made by the Company under the Code or any state tax law shall be made as determined by the Management Committee.

(c) Member Elections. Each Member shall elect under section 617(a) of the Code to deduct currently all exploration expenses. Each Member reserves the right to capitalize its share of development and exploration expenses of the Company in accordance with section 59(e) of the Code, provided that a Member’s election to capitalize all or any portion of these expenses shall not affect the Member’s Capital Account.

Exhibit C – Tax Matters: Page 3

ARTICLE III

ALLOCATIONS OF PROFITS AND LOSSES

3.1 In General. This Article III provides for the allocation among the Members of items of Profit and Loss for purposes of crediting and debiting the Capital Accounts of the Members. Article IV provides for the allocation among the Members of taxable income and tax losses.

3.2 Allocations to Members. Except as provided in Section 3.3, all items of Profit and Loss shall be allocated among the Members as follows:

(a) Exploration and Development Costs. Exploration expenses and development cost deductions shall be allocated among the Members in accordance with their respective contributions to such expenses and costs.

(b) Depreciation and Amortization. Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the Members in accordance with their respective contributions to the adjusted basis of the Asset that gives rise to the depreciation, amortization or loss deduction.

(c) Production and Operating Costs. Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs.

(d) Depletion. Depletion deductions with respect to a depletable property shall be allocated among the Members in accordance with their respective contributions to the book value of the depletable property as determined for purposes of maintaining the Capital Accounts.

(e) Gross Income. Gross income (calculated after deduction of cost of goods sold) attributable to sales of Usuran Products shall be allocated to Usuran. Gross income (calculated after deduction of cost of goods sold) attributable to sales of SLE Products shall be allocated to SLE. Except as provided in Section 3.2(g), gross income on the sale of any other production shall be allocated in accordance with Interests.

(f) Sales of Depreciable or Depletable Assets. Except as provided in Section 3.2(g), items of Profit and Loss on the sale of a depreciable or depletable asset shall be allocated so that, to the extent possible, the net amount reflected in the Members’ Capital Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and other items of Profit or Loss) most closely reflects the Members’ Interests.

(g) Sales of All or Substantially All Assets. Items of Profit and Loss on the sale of all or substantially all the Assets of the Company shall be allocated so that, to the extent possible, the Members’ resulting Capital Account balances are in the same ratio as their relative Interests (“Balance Capital Accounts”) after taking into account the sale. In making the allocations under this Section 3.2(g), to the extent necessary to Balance Capital Accounts, Items of Profit and Loss shall be calculated on an asset-by-asset basis, and any property contributed by a Member shall be treated as a separate asset from the property contributed by or created with funds contributed by the other Member. If the Company does not have sufficient items of Profit and Loss to Balance Capital Accounts, the liquidator may take other actions under Section 9.4 of the Agreement as it determines are reasonably appropriate to Balance Capital Accounts, including reallocating items among the Members.

Exhibit C – Tax Matters: Page 4

(h) Capitalization. Expenses and deductions allocable under the preceding provisions of this Section 3.2 may be required to be capitalized into production under section 263A of the Code, in which case the allocation of gross income on the sale of such production shall be adjusted, in any reasonable manner consistently applied by the Manager, so that the same net amount (subject to possible timing differences) is reflected in the Capital Accounts as if such expenses or deductions were instead deductible and allocated under the preceding provisions of this Section 3.2.

(i) Recapture of Exploration Expenses. Any recapture of exploration expenses under section 617(b)(1)(A) of the Code, and any disallowance of depletion under section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to, or claimed by, them.

(j) Other Losses. All items of Loss that are not otherwise allocated in this Section 3.2 shall be allocated among the Members in accordance with their respective contributions to the costs producing each such deduction or to the adjusted basis of the Asset producing each such other Loss.

(k) Other Profit. All items of Profit that are not otherwise allocated in this Section 3.2 shall be allocated to the Members in proportion to their respective Interests.

3.3 Regulatory Allocations. Notwithstanding Sections 3.2 and 3.5:

(a) Elimination of Deficit Adjusted Capital Account Balance. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) that result in a deficit balance in the Member’s Capital Account (adjusted as provided below), items of Profit shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Member (as so adjusted) as quickly as possible. For the purposes of this Section 3.3(a), each Member’s Capital Account balance shall be increased by the sum of (i) the amount such Member is obligated to restore under any provision of the Agreement, and (ii) the amount such Member is deemed to be obligated to restore under the penultimate sentences of Treasury Regulations sections 1.704-2(g)(1) and 1.704-2(i)(5).

(b) Decrease in Partnership Minimum Gain. If there is a net decrease in partnership minimum gain for a taxable year of the Company, each Member shall be allocated items of Profit for that year equal to that Member’s share of the net decrease in partnership minimum gain, all in accordance with Treasury Regulations section 1.704-2(f). If, during a taxable year of the Company, there is a net decrease in partner nonrecourse debt minimum gain, any Member with a share of that partner nonrecourse debt minimum gain as of the beginning of the year shall be allocated items of Profit for the year (and, if necessary, for succeeding years) equal to that partner’s share of the net decrease in partner nonrecourse debt minimum gain, all in accordance with Treasury Regulations section 1.704-2(i)(4). Under Treasury Regulations section 1.704-2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the Member that bears the economic risk of loss for such liability (or is treated as bearing such risk).

Exhibit C – Tax Matters: Page 5

(c) Allocations Causing Deficit Adjusted Capital Account Balance. If the allocation of deductions to either Member would cause such Member to have a deficit Capital Account balance at the end of any taxable year of the Company (after all other allocations provided for in this Article IV have been made and after giving effect to the adjustments described in the last sentence of Section 4.3(a)), such deductions shall instead be allocated to the other Member.

(d) Partner Nonrecourse Deductions. Items of Company loss, deduction and expenditures described in section 705(a)(2)(B) of the Code that are attributable to any nonrecourse debt of the Company and are characterized as partner nonrecourse deductions under Treasury Regulations section 1.704-2(i) shall be allocated to the Members’ Capital Accounts in accordance with Treasury Regulations section 1.704-2(i).

(e) Basis Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset under section 734(b) or 743(b) of the Code is required under Treasury Regulations section 1.704-1(b)(2)(iv)(m)(2) or section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest, the amount of the adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their Interests if Treasury Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made if Treasury Regulations section 1.704-1(b)(2)(iv)(m)(4) applies.

3.4 Curative Allocations. The allocations in Section 3.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. The Members intend that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Profit or Loss under this Section 3.4. Accordingly, notwithstanding any other provisions of this Article III (other than the Regulatory Allocations), the Manager shall, in a manner approved by the Management Committee, make such offsetting special allocations of items of Profit or Loss in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all items were allocated under Section 3.2 without regard to Section 3.3.

3.5

Other Allocation Rules.

(a) Determination of Profits and Losses. Items of Profit or Loss allocable to any period shall be determined on a daily, monthly, or other basis, as determined by the Manager using any permissible method under section 706 of the Code and the related Treasury Regulations.

Exhibit C – Tax Matters: Page 6

(b) Changes in Interests. If the Members’ Interests change during any taxable year of the Company, the distributive share of items of Profit or Loss of each Member shall be determined in any manner (i) permitted by section 706 of the Code, and (ii) determined by the Management Committee. If the Management Committee cannot agree on a method, items of Profit and Loss shall be allocated in accordance with the interim closing-of-the-books method.

(c) Certain Allocations. For purposes of this Article III, items financed through indebtedness of, or from revenues of, the Company shall be treated as funded from contributions made by the Members to the Company in accordance with their Interests. “Nonrecourse deductions,” as defined by Treasury Regulations section 1.704-2(b)(1) shall be allocated among the Members in proportion to their respective Interests.

ARTICLE IV

TAX ALLOCATIONS

4.1 Tax Allocations. Except as provided in Sections 4.2, 4.3 and 4.4, items of taxable income, deduction, gain and loss shall be allocated in accordance with the principles of Section 3.2.

4.2 Recapture of Tax Deductions. Recapture of tax deductions arising out of a disposition of property shall, to the extent consistent with the allocations for tax purposes of the gain or amount realized giving rise to such recapture, be allocated to the Members in the same proportions as the recaptured deductions were originally allocated or claimed.

4.3 Allocation of Section 704(c) Items. To the extent required by section 704(c) of the Code, income, gain, loss, and deduction (including depreciation, depletion and amortization), as determined for tax purposes, with respect to property contributed to the Company by a Member and with respect to property revalued in accordance with Treasury Regulations section 1.704-1(b)(2)(iv)(f) (collectively referred to as “Adjusted Properties”) shall be allocated among the Members so as to take account of the variation between the adjusted tax basis of the Adjusted Property to the Company and its fair market value at the time of contribution or revaluation in accordance with the provisions of sections 704(b) and 704(c) of the Code. The Members intend that Section 704(c) shall effect no allocations of tax items that are different from allocations according to the principles of Section 3.2; provided that the gain or loss on the sale of property contributed to Company shall be allocated to the contributing Party to the extent of built-in gain or loss, respectively, as determined under Treasury Regulation section 1.704-3(a). The Members intend that the allocations provided by the preceding sentence constitute a “reasonable method” that is consistent with the purposes of Section 704(c) of the Code, within the meaning of Treasury Regulations Section 1.704-3(a)(1). However, to the extent that allocations of tax items are required under section 704(c) of the Code to be made other than in accordance with the allocations under Sections 3.2, 3.3 and 3.4 of the corresponding items for Capital Account purposes, section 704(c) shall be applied in accordance with the available allocation method that the Management Committee reasonably determines most closely approximates the allocations under this Exhibit C.

4.4 Depletion Deductions. Excess percentage depletion deductions with respect to depletable property shall be allocated to the Members in accordance with the allocation of gross income from the property from which such deductions are derived. The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined for tax purposes over the adjusted basis of the depletable property.

Exhibit C – Tax Matters: Page 7

4.5 Integration With Section 754 Election. All items of income, gain, loss, deduction and credits recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof and all basis allocations to the Members shall be determined without regard to any election under section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by sections 734 and 743 of the Code.

4.6 Allocation of Tax Credits. The tax credits, if any, with respect to the Company’s property or operations shall be allocated among the Members in accordance with Treasury Regulations section 1.704-1(b)(4)(ii).

ARTICLE V

CAPITAL ACCOUNTS

5.1 Capital Accounts. The Manager shall maintain a separate capital account for each Member and such other Member accounts as may be necessary or desirable to comply with the requirements of applicable Laws (“Capital Accounts”).

(a) Maintenance of Capital Accounts. Each Member’s Capital Account shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv).

(b) Book--Tax Difference. If the Capital Accounts of the Members are computed with reference to the book value of any Asset that is different than the adjusted tax basis of the Asset, then the Capital Accounts of the Members shall be adjusted for depreciation, depletion, amortization and gain or loss as computed for book purposes with respect to the Asset under Treasury Regulations section 1.704-1(b)(2)(iv)(g). The amount of book depreciation, depletion, or amortization for a period with respect to an item of property of the Company shall be the amount that bears the same relationship to the book value of such property (as determined for purposes of maintaining Capital Accounts) as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property; provided that, if such property has a zero adjusted tax basis, the book depreciation, depletion, or amortization may be determined under any reasonable method selected by the Management Committee; and provided further that the amount of book depletion with respect to a depletable property shall not exceed the book value of such property (as determined for purposes of maintaining the Capital Accounts).

(c) Transfer of Interest. If any interest in the Company is Transferred, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred interest, except as provided in Treasury Regulations section 1.704-1(b)(2)(iv)(1), and except that if a Transfer causes a termination of the Company under section 708(b)(1)(B) of the Code, Treasury Regulations section 1.708-1(b) shall apply.

(d) Distributions of Property. If any property, other than money, is distributed to a Member, the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized items of Profit and Loss inherent in the distributed property (that has not been reflected previously in the Capital Accounts) would be allocated among the Members if there was a taxable disposition of the distributed property for the fair market value of the property on the date of the distribution taking into account section 7701(g) of the Code. For this purpose, the fair market value of the distributed property shall be determined under Section 5.3.

Exhibit C – Tax Matters: Page 8

(e) Depletable Properties. For purposes of maintaining Capital Accounts, the Company’s deductions with respect to contributed property in each year for depletion, deferred development expenditures under section 616(b) of the Code attributable to pre-contribution expenditures, amortization under section 291(b) of the Code attributable to pre-contribution expenditures, and amortization under section 59(e) of the Code attributable to pre-contribution expenditures shall be (i) the amount of the corresponding item determined for tax purposes under Section 4.4; multiplied by (ii) the ratio of (A) the book value at which the contributed property is recorded in the Capital Accounts, to (B) the adjusted tax basis of the contributed property (including basis resulting from capitalization of pre-contribution development expenditures under sections 616(b), 291(b), and 59(e) of the Code).

(f) Restatement of Capital Accounts. As determined by the Management Committee, upon the occurrence of an event described in Treasury Regulations section 1.704-1(b)(2)(iv)(f)(5), the Capital Accounts of the Members shall be restated under Treasury Regulations section 1.704-1(b)(2)(iv)(f) to reflect the manner in which unrealized items of Profit and Loss inherent in the Assets (that previously has not been reflected in the Capital Accounts) would be allocated among the Members if the Assets were sold in a taxable disposition for their fair market values as determined under Section 5.3; provided that the Capital Accounts of the initially admitted Members shall not be adjusted pursuant to this sentence in connection with their Initial Contributions. For purposes of Section 3.2, a Member shall be treated as contributing the portion of the book value of any property that is credited to the Member’s Capital Account under the preceding sentence. After a revaluation under this Section 5.1(f), each Member’s share of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to property that has been revalued under this Section 5.1(f) shall be determined in accordance with the principles of section 704(c) of the Code as applied under Section 4.3.

5.2 Liquidation. After the dissolution, and effective upon the liquidation of the Company, the liquidator shall cause the Capital Accounts of the Members to be restated in accordance with Section 5.1(f) to reflect any items of Profit or Loss that would be realized by the Company and allocated to the Members under Article III if the Assets were sold at the time of liquidation for their fair market values as determined under Section 5.3.

5.3 Fair Market Values. For purposes of Sections 5.1(d), 5.1(f) and 5.2, the fair market values of any Assets as of the time of determination shall be determined by a nationally recognized independent engineering firm or other qualified independent appraiser selected by unanimous agreement of the Members or, if they cannot all agree, selected by the Management Committee.

Exhibit C – Tax Matters: Page 9

5.4 Modifications. This Article V and the other provisions of this Exhibit C relating to the maintenance of Capital Accounts and allocations of items of Profit and Loss are intended to comply with Treasury Regulations section 1.704-1(b), and shall be interpreted and applied in a manner consistent with those Treasury Regulations. If the Management Committee determines that it is prudent to modify the manner in which Capital Accounts, or any debits or credits to Capital Accounts, are computed in order to comply with those Treasury Regulations, then the Management Committee may make the prudent modifications if the modifications are not likely to have a material effect on the amount distributable to any Member upon liquidation of the Company under Section 7.2 of the Agreement.

Exhibit C – Tax Matters: Page 10

EXHIBIT D

Insurance

This Exhibit D sets forth the insurance requirements of the Manager under the Agreement.

1. Insurance Coverage. At all times, the Manager shall obtain and maintain the following policies of insurance, which may be obtained in the name of the Manager or the Company, for the protection of the Manager, the Company and the Members:

(a) worker’s compensation or similar insurance for the statutory limits under applicable Law and voluntary compensation insurance covering all employees not subject to applicable worker’s compensation Law;

(b) when required, employer’s liability insurance with minimum limits of $2,000,000 per each accident;

(c) commercial general liability insurance or comprehensive general liability insurance with broad form CGL endorsement, either of which shall include bodily injury, death and property damage, with limits of $2,000,000 per each occurrence and $4,000,000 in the aggregate, which shall include (i) contractual liability (including liability assumed under this Agreement), (ii) tortious liability, (iii) non-owned automobile liability, (iv) products and completed operations, (v) explosion, collapse and underground damage, and (vi) sudden and accidental pollution liability; and

(d) automobile liability insurance covering owned, non-owned, or hired vehicles in the amount of $2,000,000 per each occurrence and covering bodily injury to or death of persons, and loss or damage to property of persons.

2. Policy Requirements. All policies of insurance described in Sections 1(c) and 1(d) above (“Liability Policies”) shall contain:

(a) an endorsement naming each Member and the Company, as applicable, as an additional insured;

(b) provision that such insurance is primary insurance with respect to the interests of the Company and each Member and that any other insurance maintained by the Company or any Member is excess and not contributing insurance with the insurance required by this Exhibit D;

(c) sufficient endorsements to extend the full policy coverage to all areas in which any Operations are or will be conducted;

(d) no exclusions for damage to underground property, collapse of structure, or damage resulting from explosion or blasting;

(e) a waiver by the insurer of any rights to subrogation against any of the parties comprising the insured; and

Exhibit D – Insurance: Page 1

(f) a statement that acts, omissions, non-disclosure or misrepresentations by any insured shall not affect or prejudice the insurance with respect to any other insured.

3. Certificates and Policies of Insurance. Within ten (10) days after the execution of this Agreement, but in any event before the performance of any Operations under the Agreement, the Manager shall deliver to each Member certificates of insurance for each insurance policy required under Section 1. The certificates of insurance for the Liability Policies shall contain:

(a) a statement that the Company and each Member are named as the primary or an additional insured;

(b) a statement that the insurance provider has waived subrogation rights with respect to the Company and each Member;

(c) a statement that the policy will not be materially changed or canceled without at least thirty (30) days prior written notice to each Member; and

(d) a statement that the policy coverages apply to the Agreement and any operations performed under the Agreement.

Upon demand, the Manager shall promptly furnish to each Member copies of the policies of insurance required by this Exhibit D, which shall be deemed Confidential Information, except that each Member shall have the right to disclose such policies to the extent necessary to pursue claims under the policies.

4. Miscellaneous.

(a) Except as otherwise provided in this Exhibit D, the obligations of the Company, the Manager and each Member under the Agreement, including their respective indemnification obligations, shall not be limited, altered or relieved by the Manager’s compliance or noncompliance with this Exhibit D.

(b) If the Manager subcontracts any Operations, then the Manager shall require (i) the same insurance coverage and liability limits required of the Manager in this Exhibit D (or such other coverage as may be approved in writing by the other Member) from its subcontractors and (ii) such subcontractors to certify such insurance coverage to such other Member before commencing work.

(c) All insurance policies required under this Exhibit D shall be obtained from insurance providers having a Best rating of B+ or better.

(d) Except with the written consent of the other Member, the Manager shall not self-insure for any of the insurance required by this Exhibit D. If such other Member consents to self-insurance by the Manager, then the Manager may charge to the Business Account an amount equal to the premiums it would have paid had it obtained and maintained the policy or policies of insurance on a competitive bid basis.

Exhibit D – Insurance: Page 2

EXHIBIT E

Initial Program and Budget

Pine Ridge JV Budget 2025

$3.0 – 3.5M US

●

Build team and develop 3-year strategy

●

Construct a geologic model

●

Finalize & permit drill program

●

Execute drill program/e-logging

●

Mineral Resource Estimate

Exhibit E – Initial Program and Budget: Page 1

EXHIBIT F

Business Plan

JV Business Plan and Objectives.

Establish production at the Pine Ridge Project within 5 years

Initial Resource growth: to mid-point of Exploration Target (~24M lb - ~51 M lb)

Project Scale – 1.5 to 3.0 M lb per annum

Aggressive growth strategy around complimentary assets to Pine Ridge Project

Exhibit F – Business Plan: Page 1

Exhibit 99.4

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made this 11th day of March, 2025 (the “Effective Date”) by and between Stakeholder Energy, LLC, a Wyoming limited liability company (“Seller”), and Powder River Basin LLC, a Delaware limited liability company (“Buyer”) (collectively the “Parties” and individually each may be referred to as a “Party”).

RECITALS

A.	Whereas, Seller holds a leasehold interest in certain properties covered by the mining leases, amendments thereto, and correlating agreements described in the attached Exhibit A (together, the “Mining Leases”).

B.	Whereas, Seller holds the unpatented mining claims located in Converse County, Wyoming more particularly described in the attached Exhibit B (the “Mining Claims”).

C.	Whereas, Seller holds a leasehold interest in certain properties covered by the Wyoming State Uranium leases located in Converse County, Wyoming described in the attached Exhibit C (the “WY State Leases”).

Whereas, Seller holds contractual interests in certain properties covered by the surface use, exploration and development contracts, including amendments and memorandums thereof, described in the attached Exhibit D (the “Development Agreements”; together with the Mining Leases, the Mining Claims and the WY State Leases, the “Converse County Assets”). The Mining Leases, the WY State Leases and the Development Agreements are collectively referred to herein as the “Underlying Agreements.”

Whereas, Seller and Usuran Resources, Inc., a Colorado corporation (“Usuran”) and a member of Buyer, entered into that certain Memorandum of Understanding and Term Sheet, dated June 19, 2024 (as amended, the “MOU”), providing for obligations, mutual promises, burdens and benefits to be afforded the Parties during the due diligence period prior to execution of this Agreement.

F.	Whereas, Seller desires to sell and Buyer desires to purchase all of Seller’s interests in the Converse County Assets, pursuant to the terms and conditions set forth below.

G.	Whereas, the Parties agree to use an independent escrow agent (the “Escrow Agent”) to hold deeds, assignments, and other transfer documents until the purchase price of the Converse County Assets has been paid in full.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the Parties agree as follows:

Purchase.

(a) Subject to the terms set forth herein, Seller agrees to assign and convey to Buyer or Buyer’s Affiliate designee all of Seller’s right, title, and interest in the Converse County Assets free and clear of all liens, charges, encumbrances, and claims arising by, through, or under Seller, subject to any Area of Interest Royalty becoming payable to Seller, the Royalty Assignments, the Underlying Agreements and instruments appearing of record in the public records of the Converse County recorder (but only to the extent such instruments do not constitute liens, claims or encumbrances arising by, through or under Seller and are not inconsistent with Seller’s representations and warranties in Section 14(b)(v)), for Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000.00) (the “Purchase Price”), payable to Seller in three equal installments (each an “Installment” and collectively the “Installments”) as follows:

(i) Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “First Installment”) payable to Seller at Closing by wire transfer or other form of payment satisfactory to Seller, reduced as set forth in Section 1(d) below; and

(ii) Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “Second Installment”) to be paid on or before the one (1) year anniversary of Closing, payable to Seller, by delivery thereof to the Escrow Agent by wire transfer or other form of payment satisfactory to Seller; and

(iii) Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “Final Installment”) to be paid on or before the two (2) year anniversary of Closing, payable to Seller, by delivery thereof to the Escrow Agent by wire transfer or other form of payment satisfactory to Seller.

(b) Buyer shall have the right to prepay any Installment or all of the Installments without penalty; provided, however, that any prepayment by Buyer shall not relieve Buyer from making the next required Installment payment when due.

(c) If there is an uncured, undisputed default in Buyer’s payment of the Second Installment or the Final Installment, and Buyer has not cured such default within twenty (20) business days after written notice of the same has been given by Seller, all Transfer Documents shall be delivered to Seller pursuant to the Escrow Instructions, below defined, along with any and all other documents required to reconvey all of Buyer’s right, title, and interest in the Converse County Assets to Seller. In connection with such reconveyance, Buyer agrees to execute and deliver, without additional consideration, such further assurances, instruments and documents, and to take such further actions as Seller may reasonably request and as may be reasonably necessary in order to fulfill this reconveyance obligation and fully revest title to and possession of the Converse County Assets in Seller.

(d) In addition to the payments set forth above, Buyer shall make an additional payment to Seller of Two Hundred Thousand Dollars ($200,000) on the Effective Date, by wire transfer pursuant to written instructions provided by Seller. One-half of that additional payment ($100,000) shall be credited against the First Installment at the Closing, and the remainder of that payment shall be non-refundable.

2. Closing. Closing of the transaction contemplated under this Agreement (“Closing”) shall occur upon the completion of the following (the “Closing Date”):

(a) Seller’s delivery of the Transfer Documents, below defined, to the Escrow Agent or to Buyer, as applicable;

(b) Seller’s execution and delivery of escrow instructions, substantially in the form of the attached Exhibit E (the “Escrow Instructions”), to Buyer and Escrow Agent;

(d) Buyer’s full payment of the First Installment pursuant to Section 1.

Unless the Parties otherwise agree, the Closing shall occur on or before April 22, 2025.

Delivery of Transfer Documents.

On or before the Closing Date, Seller shall execute and deliver to the Escrow Agent (or provide to Buyer, as indicated) the following documents (the “Transfer Documents”), some of which shall also be executed by Buyer, as set forth in the identified exhibits:

(a) To the Escrow Agent: an assignment and assumption agreement conveying all of Seller’s right, title and interest in the Mining Leases and the WY State Leases to Buyer, substantially in the form of the attached Exhibit F (the “Mining Lease Assignment”);

(b) To the Escrow Agent: a quitclaim deed, conveying all of Seller’s right, title and interest in the Mining Claims to Buyer, without warranty and substantially in the form of the attached Exhibit G (the “Quitclaim Deed”);

(c) To the Escrow Agent: one or more assignments conveying all of Seller’s right, title and interest in the WY State Leases to Buyer, substantially in the form of the attached Exhibit H (the “State Lease Assignment”), as required by the Wyoming Office of State Lands and Investments (“OSLI”);

(d) To the Escrow Agent: an assignment and assumption agreement conveying all of Seller’s right, title and interest in the Development Agreements to Buyer, substantially in the form of the attached Exhibit I (the “Development Agreements Assignment”);

(e) To the Buyer: estoppel certificates from each of the counterparties to the Mining Leases and the Development Agreements, substantially in the form attached as Exhibit J (“Estoppel Certificates”);

(f) To the Buyer: third-party consents from each of the counterparties to the Mining Leases and Development Agreements which require such consent (“Third-party Consents”);

(g) To the Buyer: amendments to each of the Underlying Agreements executed by Seller and each of the counterparties thereto, amended in a manner satisfactory to Buyer to reflect the changes described in the attached Exhibit K-1;

(h) To the Buyer: amendments to each of those certain Royalty Assignments, identified as Assignment Nos. 7, 8 and 9 on the attached Exhibit M, executed by Seller and each of the counterparties thereto, amended in a manner satisfactory to Buyer to reflect the changes described in Exhibit K-2;

(i) To the Escrow Agent: a Foreign Investment in Real Property Tax Act (“FIRPTA”) certificate of Seller dated the Closing Date, in the form attached hereto as Exhibit L;

(j) To the Escrow Agent: the Escrow Instructions; and

(k) To the Escrow Agent or the Buyer, as appropriate: any and all other customary documents reasonably necessary to convey all of Seller’s interests in the Converse County Assets to Buyer.

4. Escrow. The Parties hereby designate American Title Agency of Casper, Wyoming as the Escrow Agent under this Agreement (the “Escrow Agent”). All costs attendant with said escrow arrangement shall be paid by the Buyer. The Transfer Documents shall be placed in escrow with the Escrow Agent. Escrow fees shall be paid by the Buyer. The Parties hereby instruct and authorize the Escrow Agent as follows, and as more particularly stated in the Escrow Instructions:

(a)

Upon receipt of each Installment payment, the Escrow Agent shall promptly remit the payment, to Seller, or to any person or entity designated by Seller in writing to the Escrow Agent.

(b)

Notwithstanding Section 11, not later than three (3) days after full payment of the Purchase Price, the Escrow Agent shall deliver to Buyer, or to any person or entity designated by Buyer in writing to the Escrow Agent, all the documents then held by the Escrow Agent with regard to this Agreement.

(c)

Upon receipt of an Affidavit of Seller declaring that:

(1)

Buyer has defaulted under this Agreement;

(2)

Seller has given Buyer notice of such default;

(3)

Buyer has not cured such default within twenty (20) business days after Stakeholder giving such notice and has not disputed the existence of such default; and

(4)

Seller has terminated and canceled this Agreement,

the Escrow Agent shall deliver to Seller all documents then held by the Escrow Agent with regard to this Agreement, as specified and directed by Seller.

(d) All sales, use, transfer or similar taxes or governmental charges and all deed taxes and recording fees, including BLM transfer fees, with respect to the sale of the Converse County Assets, but excluding attorneys’ fees and costs of the Parties shall be paid when due by Buyer.

(e) At the Closing, the Parties will deliver the Escrow Instructions to the Escrow Agent.

5. Royalty Assignments. The Converse County Assets are subject to the royalty assignments and agreements described in the attached Exhibit M (collectively, as amended, the “Royalty Assignments” and each individually, as amended, a “Royalty Assignment”), each of which creates a royalty payment obligation (collectively, the “Royalties” and each individually a “Royalty”). Subject to the terms and conditions of this Agreement, Buyer expressly assumes all of Seller’s liability and obligations under the Royalty Assignments from and after the Closing Date and Seller expressly retains all of Seller’s liability and obligations under the Royalty Assignments existing prior to the Closing Date. Prior to Closing, the Parties shall cooperate and verify that the Royalty Assignments, as amended, are properly perfected or recorded against the Converse County Assets.

Conditions to Closing.

(a) Conditions to Buyer’s Obligation to Close. The obligation of Buyer to consummate this transaction is subject to the fulfillment, on or before the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by Buyer:

(i) Seller’s representations and warranties in Section 14 shall be true and correct as of the Closing Date;

(ii) Seller shall have delivered to the Escrow Agent or provided to Buyer all of the agreements and other documents required to be delivered by Seller pursuant to Section 3;

(iii) as of the Closing Date, no lawsuit, action or other proceeding shall have been threatened or instituted to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereunder;

(iv) Seller shall have performed all of its pre-Closing obligations under this Agreement;

(v) Seller having obtained amendments to each of the Underlying Agreements executed by Seller and each of the counterparties thereto, amended in a manner satisfactory to Buyer to reflect the changes described in the attached Exhibit K-1;

(vi) Seller having obtained amendments to those certain Royalty Assignments identified as Assignment Nos. 7, 8 and 9 in the attached Exhibit M, executed by Seller and each of the counterparties thereto; amended in a manner satisfactory to Buyer to reflect the changes described in the attached Exhibit K-2;

(vii) Buyer obtaining confirmation from the Australian Securities Exchange (“ASX”) confirming that ASX Listing Rule 11.1.3 does not apply to the transaction contemplated by this Agreement; and

(viii) Buyer and the parent companies of Buyer’s members, Global Uranium and Enrichment, Ltd. and Snow Lake Resources Ltd., obtaining all necessary shareholder, third-party, and regulatory approvals necessary to complete the transaction contemplated by this Agreement;

(b) Conditions to Seller’s Obligation to Close. The obligation of Seller to consummate this transaction is subject to the fulfillment, at or before Closing, of each of the following conditions, any one or a portion of which may be waived in writing by Seller:

(i) Buyer’s representations and warranties in Section 15 shall be true and correct as of the Closing Date;

(ii) Buyer shall have delivered to Seller all of the agreements required to be executed by Buyer pursuant to Section 3;

(iii) as of the Closing Date, no suit, action, or other proceeding shall have been threatened or instituted to restrict, enjoin or otherwise prevent the consummation of this Agreement or the transactions contemplated hereunder;

(iv) Buyer shall have performed all of its pre-Closing obligations under this Agreement; and

(v)

Buyer shall have made full payment of the First Installment to Seller.

7. Possession; Grant of Rights During Term. From the Closing Date until the Escrow Agent’s delivery of the Transfer Documents to Buyer (the “Term”):

(a) Buyer’s Rights During Term. Subject to the terms of the Underlying Agreements, Seller hereby grants to Buyer and Buyer shall have the sole and exclusive right (on its own or through the use of independent contractors or consultants) to enter upon and use the Mining Claims and the properties covered by the Underlying Agreements (collectively with the Mining Claims, the “Properties”), and to grant such rights to its Affiliates and permitted assigns, for the purpose and with the sole and exclusive right and privilege of prospecting, exploring for and developing uranium, vanadium and related minerals (“Subject Minerals”), including without limitation, the sole and exclusive right and privilege:

(i) to enter upon the Properties for purposes of surveying, exploring for, prospecting for, sampling, trenching, mapping, assaying, drilling, and developing Subject Minerals;

(ii) to construct, use, maintain, repair, replace and relocate drill pads, buildings, roads, ditches, wells, pipelines, power and communication lines, structures, ponds, utilities and other improvements, fixtures and facilities required by Buyer for the full enjoyment of the Properties for the purposes set forth in this Section 7(a);

(iii) to use so much of the Properties as Buyer may consider necessary, convenient or suitable for any such purposes;

(iv) to use all easements and rights-of-way for ingress and egress to and from the Properties as Seller may be entitled;

(v) to appropriate and use, consistent with Wyoming law and the Underlying Agreements, any surface and underground water or water rights now existing or subsequently discovered or developed on or appurtenant to the Properties, and to divert existing creeks and streams; and

(vi) to exercise all other rights which are incidental to any or all of the rights specified, mentioned or referred to within this Agreement, including the conduct of Exploration, Development and Related Work.

(b) Payment Obligations During the Term. During the Term, Buyer shall timely pay:

(i) any and all applicable advance minimum royalties, rentals, and other periodic payments required under the Royalty Assignments and the Underlying Agreements; and

(ii) any and all fees associated with maintaining the Mining Claims, including without limitation annual unpatented mining claim maintenance fees.

(i) Seller has recently extended the term of WY State Lease No. #O-43497. Seller shall prior to the Closing Date provide a notice to Buyer outlining all costs and fees Seller incurred to obtain that extension. Upon receipt of such notice, Buyer shall promptly tender payment to Seller for reimbursement of any direct costs (including reasonable attorneys’ fees) and fees actually incurred by Seller in obtaining that extension. The amount of such reimbursement may be included by Buyer as Exploration and Development Expenses.

(ii) Seller shall cooperate with Buyer in Buyer’s efforts to obtain any permits or licenses required from governmental agencies or third parties to allow Buyer to conduct any activities on the Properties authorized under Section 7(a).

(iii) Buyer and Seller shall cooperate to the extent Buyer needs any information or materials necessary to satisfy its payment obligations under Section 7(b).

(iv) Seller shall not take any actions which would result in breach or termination of any or all of the Underlying Agreements, which would result in the placement of any lien or encumbrance on any of the Properties, or which would be in contravention of any of Seller’s representations and warranties hereunder.

(v) Seller shall not amend the terms and conditions of any of the Underlying Agreements without the written consent of Buyer and except as otherwise set forth in Section 3(g).

(vi) Without modifying Buyer’s obligations under Section 7(b)(i), Seller shall distribute all payments received from Buyer under this Agreement as required by the terms and conditions of the Underlying Agreements.

(vii) Seller shall not, directly or indirectly:

(A) solicit competing bids, enter into any discussions, negotiations, agreements (binding or otherwise) with any party (or encourage, solicit or procure any party to do any of those things) in relation to a sale of, or an option to sell, an interest in all or part of the Converse County Assets;

(B) provide confidential materials to third parties known by Seller to be potential purchasers of the Converse County Assets;

(D) encumber, assign, charge or otherwise dispose of any of the Converse County Assets or its rights in respect of the Converse County Assets, except to Buyer.

Condition of the Property.

(a) Prior to the Closing and subject to Section 7(c)(i), Buyer shall make all payments required under the Underlying Agreements and take all other actions necessary to maintain all interests in the Converse County Assets, and, at Buyer’s request, Seller shall cooperate with Buyer to facilitate such payments and other necessary actions to maintain the Converse County Assets. Unless otherwise specifically authorized herein, Seller agrees that between the Closing Date and Buyer’s full payment of the Purchase Price and the Escrow Agent’s delivery of the Transfer Documents, Seller shall not assign, sell, lease or otherwise transfer, dispose of, or encumber the Converse County Assets, and Seller shall not conduct any activities on the Properties inconsistent with or that could reasonably be expected to have any adverse impact on the rights that are granted to Buyer in this Agreement. During such period, Seller will defend, indemnify and hold Buyer harmless from all claims, demands, costs (including reasonable attorneys’ fees), loss, or damage which may result from any activities of Seller on the Properties and from any loss of an interest in all or any portion of the Converse County Assets as the result of any action or inaction by Seller.

(b) Between the Closing Date and Buyer’s full payment of the Purchase Price and the Escrow Agent’s delivery of the Transfer Documents, Buyer shall notify Seller in writing if Buyer wishes to abandon or surrender or allow to lapse or expire all or any part or parts of the Converse County Assets by providing a written notice thereof (“Asset Abandonment Proposal”). Within thirty (30) days after Seller’s receipt of any Asset Abandonment Proposal, Seller shall notify Buyer either (i) that it concurs with the Asset Abandonment Proposal, in which case Seller and Buyer shall work together, including taking any steps as may be required under any applicable Underlying Agreement, to abandon the identified assets, or (ii) that it wishes to retain its interest in those Converse County Assets proposed for abandonment or surrender, in which case Seller shall take such actions as are reasonably requested by Buyer to evidence the fact that those assets are no longer part of the Converse County Assets which Buyer has the right to purchase under this Agreement. Buyer may not make an Asset Abandonment Proposal if it would reasonably be expected to cause a breach of any Underlying Agreement (or, if an Underlying Agreement would reasonably be expected to be breached, consent of any relevant counterparties to such Underlying Agreement has not been obtained in writing).

9. Risk of Loss, Reclamation, and Indemnification. Buyer will be responsible for all risks, claims, damages, and obligations arising from its exploration and development activities and other operations relating to the Converse County Assets during the Term. Buyer will defend, indemnify and hold Seller harmless from all claims, demands, costs (including reasonable attorneys’ fees), loss, or damage which may result from its exploration and development activities and other operations relating to the Converse County Assets during the Term. After Closing, all risk of loss shall be held by Buyer.

10. Assumption of Obligations. Subject to the provisions of Section 13, upon Seller’s delivery of the Mining Lease Assignment, the State Lease Assignments, the Quitclaim Deed, and the Development Agreements Assignment to the Escrow Agent at Closing, Buyer shall assume all liabilities and obligations of Seller with respect to the Underlying Agreements and maintenance of the Mining Claims that arise after the Closing Date.

11. Diligence and Expenditures.

(a) Prior to Closing, to the extent reasonably requested by Buyer and at Buyer’s expense, Seller shall make available for review and copying (in paper or electronic form) by Buyer all data and information in Seller’s possession pertaining to the Converse County Assets, including the Underlying Agreements, and Buyer may conduct such due diligence regarding the Converse County Assets as Buyer deems necessary in its sole discretion.

(b) “Exploration, Development and Related Work” shall mean and include all operations and activities of Buyer (or performed at the request of Buyer) on or relating to the Properties for purposes of prospecting, exploration, development, and related activities for Subject Minerals.

(c) “Exploration and Development Costs” shall mean all costs or fees, expenses, liabilities and charges paid or incurred by Buyer which are related to Exploration, Development and Related Work, including without limitation:

(i) all costs and expenses incurred in conducting exploration and prospecting activities on or in connection with the Properties, including, without limitation, the pursuit of required federal, state or local authorizations or permits and the performance of environmental protection or reclamation obligations, the building, maintenance and repair of roads, drill site preparation, drilling, tracking, sampling, trenching, digging test pits, shaft sinking, acquiring, diverting and/or transporting water necessary for exploration, logging of drill holes and drill cores, completion and evaluation of geological, geophysical, geochemical or other exploration data and preparation of interpretive reports, and surveying and laboratory costs and charges (including assays or metallurgical analyses and tests);

(ii) all expenses incurred in conducting development activities on or in connection with the Properties, including, without limitation, the pursuit of required federal, state or local authorizations or permits and the performance of environmental protection or reclamation obligations, pre-stripping and stripping, the construction, installation, and maintenance of a mill, leach pads or other beneficiation facilities for Subject Minerals, construction, maintenance, and operation of buildings and improvements, roads, power lines, pipelines, injection wells, monitoring wells, water infrastructure, and other activities, operations or work performed in preparation for the removal of Subject Minerals from the Properties;

(iii) all costs incurred in performing any reclamation or other restoration or clean-up work required by any federal, state or local agency or authority, including all reclamation bond fees and sureties fees and all costs of insurance obtained or in force to cover activities undertaken by or on Buyer’s behalf on the Properties;

(iv) reasonable salaries, wages, expenses and benefits (other than any equity-based compensation) paid or provided to Buyer’s employees or consultants engaged primarily in operations directly relating to the Converse County Assets, excluding the salaries, wages, expenses and benefits of Buyer’s and Buyers’ Affiliates’ Directors, CEOs, and CFOs (for clarity, the amount of salary, wages, expenses and benefits of an employee that shall be deemed to be “Exploration and Development Expenses” shall be that portion of the employee’s total compensation that is proportionate to such employee’s time spent engaged in activities related to the Converse County Assets relative to the time spent by such employee on other Buyer business);

(v) all costs incurred in connection with the preparation of pre-feasibility or feasibility studies or other economic and technical analyses pertaining to the Converse County Assets, whether carried out by Buyer or by third parties under contract with Buyer;

(vi) taxes and assessments, other than income taxes, assessed or levied upon or against the Properties or any improvements thereon situated thereon for which Buyer is responsible or for which Buyer reimburses any underlying lessor;

(vii) costs of material, equipment and supplies acquired, leased or hired, for use in conducting exploration or development operations relating to the Converse County Assets; provided, however, that equipment owned and supplied by Buyer shall be chargeable at rates no greater than comparable market rental rates available in the area of the Properties;

(viii) costs incurred by Buyer in examining and curing title to any part of the Properties, in maintaining the Converse County Assets (including making required payments under the Underlying Agreements), whether through the performance of assessment work, the payment of claim maintenance fees or otherwise, in satisfying surface use or damage obligations to landowners, or in conducting any analyses of the environmental conditions at or affecting the Properties;

(ix) all amounts paid to Seller by Buyer pursuant to Section 6 of the MOU; and

(x) costs incurred by Buyer or its members in locating additional unpatented mining claims within the areas previously identified in, and as set forth in, the Staking Agreement between Seller and Usuran dated February 14, 2025 (the “Staking Agreement”), including any such costs incurred by Buyer in locating any such claims following the date of the MOU but prior to the Effective Date. Any such claims may be located by Buyer only after consultation with Seller, and any such claims shall be included within the Mining Claims and be subject to this Agreement.

(d) Buyer shall expend $10,000,000.00 in Exploration and Development Costs by the three (3) year anniversary of Closing (“E&D Expenditure Requirement”). Buyer shall expend at least $3,000,000.00 of the E&D Expenditure Requirement by the one-year anniversary of Closing (the “First Year E&D Expenditure”) and at least an additional $3,000,000.00 of the E&D Expenditure Requirement by the two-year anniversary of Closing (“the “Second-Year E&D Expenditure,” and together with the First Year E&D Expenditure, the “Yearly E&D Expenditures”). Notwithstanding the foregoing, sixty (60) days after the payment of the Final Installment, the E&D Expenditure Requirement shall terminate, Buyer shall have no further obligation to incur any additional Exploration and Development Costs or to make up the difference between the E&D Expenditure Requirement and the amount of Exploration and Development Costs actually incurred, and the provisions of Sections 11(e) and 11(f) shall no longer apply; provided that Seller has not previously provided Buyer with an uncured and uncontested notice of failure to timely comply with the E&D Expenditure Requirement as set forth in Section 11(f).

(e) Not later than sixty (60) days after the end of each calendar quarter, Buyer shall provide Seller with quarterly reports identifying all of Buyer’s Exploration, Development and Related Work and disclosing all data obtained or derived from same during each respective quarter, other than any such data which is confidential or proprietary to any third party. The quarterly reports shall include, without limitation, an accounting of the costs expended under Section 11(b), geological surveys, locations of core samples, and all assay results and related factual data. Not later than thirty (30) days after the payment of the Final Installment, Buyer shall provide Seller with a quarterly report from the effective date of the last report to the date of the Final Installment.

(f) If Seller believes Buyer has failed to timely comply with the E&D Expenditure Requirement or either or both of the Yearly E&D Expenditures, Seller shall notify Buyer of such failure, and if Buyer does not dispute the same, it shall reconvey all of Buyer’s right, title, and interest in the Converse County Assets to Seller within sixty (60) days after receipt of such notice, unless during that sixty (60) day period Buyer to Seller pays the difference between the E&D Expenditure Requirement or a Yearly E&D Expenditure(s), as may be applicable, and the amount of Exploration and Development Costs actually incurred by Buyer. If Buyer in good faith disputes Seller’s assertion that Buyer has not timely complied with the E&D Expenditure Requirement or a Yearly E&D Expenditure by filing an action in a court of competent jurisdiction, that sixty (60) day period shall be suspended until entry of a final, non-appealable decision by a court of competent jurisdiction confirming that such a default occurred.

12.

Area of Interest.

(a) “Royalty Area of Interest” means an area including all lands, but excluding the Properties, within the boundaries set forth on the map attached hereto as Exhibit N (the “Map”), excluding the areas specifically designated as “Excluded Areas” as set forth thereon. Seller shall be entitled to receive a sliding scale percentage Net Smelter Returns royalty on the production and sale of Subject Minerals from any additional property or property interests acquired by Buyer, or its Affiliates or permitted assigns (each an “AOI Property”), within twenty (20) years after the Effective Date and located within this Royalty Area of Interest, as such royalty is more particularly defined in the attached Exhibit O (“Area of Interest Royalty”). Notwithstanding anything to the contrary herein, for the area designated in yellow on the Map (and described on the Map as the “Alternate Royalty Ground”), the Area of Interest Royalty shall be payable (i) only to the extent that it does not make the overall royalty burden on that area greater than the overall royalty burden on the Properties as of the Closing Date (but not to include any future royalty burdens placed on said area directly by Buyer or its Affiliates or as a result of their agreements or arrangements with other owners of the Alternate Royalty Ground), and (ii) only with respect to any properties Buyer acquires in that area on or before the date that is five (5) years after the date of payment of the Final Installment.

(b) During the Term and for a period of five (5) years after the Closing Date, neither Seller nor its members, nor any of its or their respective Affiliates, shall acquire any interest in any real property located within the Royalty Area of Interest for the purpose of exploration or development of uranium.

13. Confidentiality. With respect to any information provided by Buyer to Seller under Section 11 (the “Confidential Information”), except as and to the extent required by law or the rules of a recognized securities exchange on which Seller’s equity is traded, and without the prior written consent of Buyer, Seller shall not, and shall direct its directors, officers, employees, agents, consultants, bankers, advisors and potential funding partners (including, without limitation, financial advisors, counsel and accountants) not to, directly or indirectly disclose or use for any purpose, any Confidential Information. Buyer, through its members or their parent companies, shall be free to disclose to the public, in compliance with applicable securities laws, and to potential third-party investors, financing providers, and joint venture partners, the existence of this Agreement and any and all information concerning the Converse County Assets and the Properties. Buyer shall timely notify and inform Seller of such disclosures of information made during the Term.

14.

Seller’s Representations and Warranties.

(a) “Environmental Laws” means any federal, state or local statute, law, regulation, rule, code, ordinance or requirement, including any judicial or administrative order, consent decree or judgment, relating to the environment, health or safety, including without limitation the provisions of N.R.S. §§ 445A, 445B and 519A, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. (“CERCLA”), the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. (“TSCA”), the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”), the Federal Water Pollution Control Act, 33 U.S.C. § 1344 (“FWPCA”), the Clean Air Act, 42 U.S.C. § 7401, et seq. (“CAA”), the Safe Drinking Water Act, 42 U.S.C. § 300i (“SDWA”), the Hazardous Materials Transportation Act, 49 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq. (“CWA”) and the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499, 100 Stat. 1613, the Endangered Species Act, 16 U.S.C. § 1531, et seq., and the National Historic Preservation Act, 16 U.S.C. § 461, et seq.), each as amended or reauthorized, and any state law counterparts, including any plan, judgment, injunction, notice or demand letter issued, entered, promulgated or approved by any governmental authority, now or hereafter in effect, relating to the generation, production, installation, use, storage, treatment, handling, distribution, transportation, release, threatened release, recycling or disposal of hazardous materials or substances, noise control, reclamation or the protection of human health and safety, natural resources or the environment.

(b)

As of the Effective Date and as of the Closing Date, Seller represents and warrants to Buyer that:

(i) Organization of Seller. Seller is duly organized, validly existing and in good standing as a Wyoming limited liability company.

(ii) Authorization of Seller. Seller has full power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Seller has taken all action necessary to authorize its execution and performance of this Agreement, and the individual executing this Agreement has been duly authorized and directed to do so.

(iii) Execution and Binding Effect. This Agreement is, and Seller’s other instruments when executed and delivered by Seller in accordance with the terms hereof will be, legal, valid and binding obligations of Seller and enforceable in accordance with their terms, provided, however, that no representation or warranty as to enforceability is made with respect to (A) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and (B) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity.

(iv) No Violation; Consents and Approvals. Neither the execution, delivery nor performance of this Agreement nor the consummation by Seller of the transactions contemplated hereby will (A) conflict with, violate or result in any breach of the terms, conditions or provisions of Seller’s articles of organization or limited liability company operating agreement, as amended and as currently in place; (B) conflict with, violate or result in any breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which Seller is a party or by which Seller may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; (C) violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Seller or by which any of its properties or assets, including the Converse County Assets, may be bound or subject; or (D) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any person or entity, including any public, governmental or regulatory body, agency or authority.

(v) Title; Leases; Royalties.

(A) Exhibits A through D contain a complete and accurate listing of all of the Converse County Assets. Except as set forth on Exhibits A through D, Seller has not assigned, sold, leased, optioned, or otherwise transferred, disposed of, or encumbered its interest in any of the Converse County Assets, and Seller has not entered into any agreement or arrangement to do any of the foregoing.

(B) All property taxes that have accrued through the Effective Date with respect to the Properties have been fully and timely paid.

(C) To the best of Seller’s knowledge, all of the Converse County Assets are valid and in full force and effect, enforceable against the lessor or other counterparties thereto in accordance with their terms, and Seller has timely and properly performed all required obligations thereunder.

(D) All Royalty Assignments, as amended, are a matter of public record in Converse County, and except for such recorded Royalty Assignments and any royalty obligations defined in the Underlying Agreements, there are no other royalties burdening the Converse County Assets.

(vi) Environmental Compliance.

(A) Seller has no knowledge of, and has not received any notice of, any material claim or judicial or administrative proceeding, pending or threatened against, or which may affect, the Converse County Assets or operations thereon, relating to, or alleging any violation of, any Environmental Laws; it is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding, and to the best of its knowledge, the Converse County Assets are not the subject of any investigation, evaluation, audit or review by any governmental authority to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any contaminant into the environment.

(B) To the best of Seller’s knowledge, no hazardous or toxic waste or substance is or has been stored on the Properties, nor has it disposed of any hazardous or toxic waste from the Properties, in either case in a manner contrary to any Environmental Laws, and to the best of its knowledge there are no contaminants on the Properties other than in compliance with Environmental Laws.

(C) To the best of Seller’s knowledge, with respect to the Converse County Assets, there is no contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment (except for those derived from normal exploration activities) or non-compliance with Environmental Laws.

(D) There are to Seller’s knowledge no underground storage tanks on or under the Properties, and to Seller’s knowledge, no such tanks have ever been situated on or under the Properties.

(vii) Permits. To the best of Seller’s knowledge, all federal, state and local permits required for any activities it is conducting on the Properties or pursuant to the terms of the Underlying Agreements have been maintained, and Seller has not been and is not in material default with respect to its obligations under the terms and conditions of such permits.

(viii) Compliance with Law. Seller’s activities with respect to the Converse County Assets have been conducted and are in compliance with all applicable federal, state and local laws, regulations, ordinances, rules or orders, including Environmental Laws.

(ix) Taxes. Seller has (i) timely filed (or has had timely filed on its behalf) with appropriate taxing authorities all tax returns required to be filed by it in connection with the Converse County Assets on or prior to the date hereof, and such tax returns are correct, complete and accurate in all material respects; and (ii) timely and properly paid all taxes due and payable with respect to the Converse County Assets, whether or not shown on such tax returns. There are no liens or encumbrances (other than statutory liens for taxes not yet due and payable) for taxes upon the Converse County Assets.

(x) Litigation. Seller is not a party to, and has no knowledge of any threatened, actions, suits or proceedings: (A) pertaining to the Converse County Assets, including to suspend, modify, or cancel any permit relating to the Converse County Assets; or (B) which could materially affect Seller’s ability to meet its obligations under this Agreement.

15. Buyer’s Representations and Warranties. As of the Effective Date and as of the Closing Date, Buyer represents and warrants to Seller that:

(a) Organization of Buyer. Buyer is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware. Buyer has two members, Usuran and Snow Lake Exploration (US) Ltd., a Delaware corporation (“SLE”).

(b) Authorization of Buyer. Buyer has full power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Buyer has taken all actions necessary to authorize its execution and performance of this Agreement, and the officer executing this Agreement on behalf of Buyer has been duly authorized and directed to do so by Buyer.

(c) Execution and Binding Effect. This Agreement is, and Buyer’s other instruments when executed and delivered by Buyer in accordance with the terms hereof will be, legal, valid and binding obligations of Buyer and enforceable in accordance with their terms, provided, however, that no representation or warranty as to enforceability is made with respect to (A) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and (B) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity.

(d) No Violation; Consents and Approvals. Neither the execution, delivery nor performance of this Agreement nor the consummation by Buyer of the transactions contemplated hereby will (A) conflict with, violate or result in any breach of the terms, conditions or provisions of Buyer’s articles of incorporation or bylaws, as amended and as currently in place; (B) conflict with, violate or result in any breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which Buyer is a party or by which Buyer may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; (C) violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Buyer or by which any of its properties or assets may be bound or subject; or (D) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any person or entity, including any public, governmental or regulatory body, agency or authority.

16.

Default and Termination.

(a) Default. Buyer’s failure to abide by the terms of this Agreement, including its obligation to make full payment when due and without demand, constitutes a default. Upon Buyer’s default, Seller may give Buyer a notice requiring Buyer to satisfy the obligations within a period of twenty (20) business days from the date of the notice or, if such obligations cannot reasonably be satisfied within a period of twenty (20) days, to commence activities to satisfy such obligations and thereafter to use commercially reasonable efforts to satisfy such obligations in a timely manner.

(b)

Termination. This Agreement may be terminated as follows:

(i) At Buyer’s sole discretion at any time after the Closing and prior to payment of the Final Installment and delivery of the Transaction Documents to Buyer by the Escrow Agent;

(ii) upon notice by Seller to Buyer if the conditions to closing set forth in Section 6(b) shall not have been satisfied and shall have not been waived by Seller by May 15, 2025;

(iii) upon notice by Buyer to Seller if the conditions to closing set forth in Section 6(a) shall not have been satisfied and shall not have been waived by Buyer by May 15, 2025;

(iv) at Seller’s sole discretion and subject to the provisions of Section 16(a), upon Buyer’s default; or

(v) at Buyer’s sole discretion, upon Seller’s default.

17.

Effect of Termination. If this Agreement is terminated pursuant to Section 16:

(a) all filings, applications and other submissions made pursuant to or in connection with this Agreement shall, at the option of Seller, and to the extent practicable, be withdrawn from the governmental entity or other person to which made;

(b) at the option of Seller, all Transfer Documents shall be returned to Seller and, as applicable, the rights conveyed to Buyer by the Transfer Documents reconveyed to Seller;

(c) the obligations provided for in this Section 17, Section 18, and Sections 9 (solely with respect to obligations arising prior to termination, and not with respect to obligations arising thereafter), 13 and Sections 19 through 30 shall survive any such termination;

(d) Seller may, in the event of termination pursuant to Section 16(b)(iv) as a result of Buyer’s default only, at Seller’s sole discretion, declare all monies paid by Buyer pursuant to the terms of this Agreement forfeited, in addition to any other remedies available to Seller at law or equity;

(e) Buyer shall, in the event of termination pursuant to Section 16(b)(v) as a result of Seller’s default only, at Buyer’s sole discretion, be entitled to the return by Seller of all monies paid by Buyer pursuant to the terms of this Agreement, in addition to any other remedies available to Buyer at law or equity;

(f) without further consideration, Buyer will timely provide an accounting of its exploratory activities to Seller and will remain obligated to reclaim the Properties as required by applicable law or as required under the Underlying Agreements;

(g) if such termination occurs prior to the Closing as a result of a default by Buyer, Buyer and Usuran shall be obligated to promptly pay to Seller, as liquidated damages and not a penalty, a single break fee in the amount of Five Hundred Thousand Dollars ($500,000); and

(h) Buyer shall return or destroy all confidential information furnished by Seller or obtained by Buyer prior to or during the Term other than confidential information that must be retained to comply with Buyer’s legal or regulatory requirements relating to document retention.

18.

Indemnification.

(a) Indemnification Obligations of Seller. From and after Closing, Seller shall defend, indemnify and hold harmless Buyer from, against and in respect of any and all claims, damages, losses, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”) arising out of:

(i)

any breach of any representation or warranty of Seller set forth in Section 14;

(ii) any failure by Seller to properly distribute any payments received by Seller under the MOU or under this Agreement in the manner required by the Underlying Agreements;

(iii) any breach by Seller of any post-Closing covenant, agreement or undertaking made by Seller in this Agreement;

(iv) the ownership and operation of the Converse County Assets prior to the Closing Date;

(v) taxes (or the non-payment thereof) of, or attributable to, (A) Seller or otherwise relating to the Converse County Assets for all taxable periods or portions thereof ending on or prior to the Closing, and (B) any person for which the Seller may be liable pursuant to Treasury Regulations Section 1.1502-6 (or any similar Laws), as a transferee or successor, by contract or otherwise;

(vi) activities of Seller on the Properties during the period after the Closing Date and before the Escrow Agent’s delivery of the Transfer Documents, as described in Section 8(a);

(vii) loss of an interest in all or any portion of the Converse County Assets caused by the action or inaction of Seller, during the period after the Closing Date and before the Escrow Agent’s delivery of the Transfer Documents, as described in Section 8(a); and

(viii) any fraud, intentional misconduct or gross negligence of Seller in connection with this Agreement.

(b) Indemnification Obligations of Buyer. From and after Closing, Buyer shall defend, indemnify and hold harmless Seller from, against and in respect of any and all Losses arising out of:

(i) any breach of any representation or warranty of Buyer set forth in Section 15;

(ii) any breach by Buyer of any post-Closing covenant, agreement or undertaking made by Buyer in this Agreement;

(iii) the ownership and operation of the Converse County Assets from and after the Closing Date; and

(iv) any fraud, intentional misconduct or gross negligence of Buyer in connection with this Agreement.

(c) Each of the Parties hereto, within five (5) days after the service of process upon it in a lawsuit, including any notices of any court action or administrative action (or any other type of action or proceeding), or promptly after it, to its knowledge, shall become subject to, or possess actual knowledge of, any damage, liability, loss, cost, expense, or claim to which the indemnification provisions set forth in this Agreement relate, shall give written notice to the other Party setting forth the facts relating to the claim, damage, or loss, if available, and the estimated amount of the same. “Promptly” for purposes of this Section 18(c) shall mean giving notice within ten (10) days, provided that the failure promptly notify the indemnifying party shall not operate to waive, reduce or extinguish the indemnified party’s rights hereunder unless such failure materially prejudices the indemnifying party. Upon receipt of such notice relating to a lawsuit, the indemnifying party shall be entitled to (i) participate at its own expense in the defense or investigation of any claim or lawsuit; or (ii) assume the defense thereof, in which event the indemnifying party shall not be liable to the indemnified party for legal or attorney fees thereafter incurred by such indemnified party in defense of such action or claim; provided, that if the indemnified party may have any unindemnified liability out of such claim, such party shall have the right to approve the counsel selected by the indemnifying party, which approval shall not be withheld unreasonably. If the indemnifying party assumes the defense of any claim or lawsuit, all costs of defense of such claim or lawsuit shall thereafter be borne by such party and such party shall have the authority to compromise and settle such claim or lawsuit, or to appeal any adverse judgment or ruling with the cost of such appeal to be paid by such party; provided, however, if the indemnified party may have any unindemnified liability arising out of such claim or lawsuit the inde1nnifying party shall have the authority to compromise and settle each such claim or lawsuit only with the written consent of the indemnified party, which shall not be withheld unreasonably. The indemnified party may continue to participate in any litigation at its expense after the indemnifying party assumes the defense of such action. In the event the indemnifying party does not elect to assume the defense of a claim or lawsuit, the indemnified party shall have authority to compromise and settle such claim or lawsuit only with the written consent of the indemnifying party, which consent shall not be unreasonably withheld, or to appeal any adverse judgment or ruling, with all costs, fees, and expenses indemnifiable under this Agreement to be paid by the indemnifying party. Upon the indemnified party’s furnishing to the indemnifying party an estimate of any loss, damage, liability, or expense to which the indemnification provisions of this Agreement relate, the indemnifying party shall pay to the indemnified party the amount of such estimate within ten (10) days of receipt of such estimate, unless the indemnifying party in good faith disputes its liability with respect to any such claim.

19. Notice. Any notice required or permitted to be given hereunder shall be in writing and shall be sufficiently given if served upon a Party personally, sent by reputable overnight courier, sent by e- mail, or served by registered or certified mail, return receipt requested, and directed to the Party to be served at the following addresses:

If to Buyer:	Powder River Basin LLC
	P.O. Box 376
	West Perth, Western Australia 6872 Australia andrew@globaluranium.com.au

If to Seller:	Stakeholder Energy, LLC 420 W. 12^th Street Casper, WY 82601 USA
	mjdoelgerbh@bresnan.net and mjminihanbh@bresnan.net

Any Party wishing to change its designated address shall do so by notice in writing to the other Party. Notice shall be deemed to have been received by the other Party on the day of personal delivery, one (1) business day after deposit with an overnight courier or transmission by email, or three (3) business days after deposit in the mail.

20. Survival. All rights, covenants, promises, representations, guarantees and obligations contained or discussed in this Agreement that do not expressly terminate or fall away as of the Closing shall survive and continue beyond the Closing Date and shall not merge with the Mining Lease Assignment, the State Lease Assignment, the Development Agreements Assignment, or the Quitclaim Deed.

21. Electronic Documents, Facsimiles and Counterparts. An electronic version of this Agreement containing the signature of either Party shall be accepted as the original. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and the same document.

22. Time. Time shall be of the essence of this Agreement.

23. Binding Effect; Assignment. The terms and conditions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties hereto. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the non-assigning Party, which such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may without the consent of Seller, upon providing notice to Seller, (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, including a joint venture entity in which Buyer owns an interest; and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder). In addition, no prior written consent from Seller shall be necessary in the event of (i) a corporate reorganization, merger or amalgamation involving any direct or indirect parent company of Buyer or its members, or Buyer (as long as in the latter event the surviving entity possesses substantially all of Buyer’s assets and is responsible for substantially all of Buyer’s obligations and liabilities); (ii) a sale by Buyer of all or substantially all of its assets; or (iii) a pledge by Buyer of any interest in this Agreement for financing purposes, though timely notice of any such pledge shall be given to Seller. Any assignee or grantee of any interest in this Agreement shall agree in writing to be bound by all of the terms and conditions of this Agreement; and, provided further that no such assignment may be made by Seller other than in connection with a sale to the proposed assignee of all of Seller’s right, title and interest in and to the Converse County Assets.

24. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wyoming, other than its rules as to conflicts of laws which would result in the imposition of the laws of some other jurisdiction.

25. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. If any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement.

26. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question or intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption of burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. The use herein of the singular form also denotes the plural form, and the use of the plural form also denotes the singular form, as in each case the context may require. The use herein of the masculine, feminine, or indefinite forms shall also denote the other forms, as in each case the context may require. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Schedules mean the Articles and Sections of, and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. For purposes of this Agreement, “Affiliate” means, with respect to any entity, any other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first entity; and, with respect to Buyer includes Usuran and SLE.

27. Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing duly executed by both Parties hereto.

28. Further Assurances. Buyer and Seller agree to execute and deliver, without additional consideration, such further assurances, instruments and documents, to make such further actions as Buyer or Seller may reasonably request and as may be reasonably necessary in order to fulfill the intent of this Agreement and the transactions contemplated hereby and fully vest title to and possession of the Property in Buyer.

29. Entire Agreement. This Agreement and the exhibits attached hereto embody the entire agreement between the Parties and supersede all prior negotiations, understandings and agreements, including the MOU, relating to the Converse County Assets, with the exception of the Staking Agreement which is not superseded by this Agreement and shall remain in effect.

30. Recording. The Parties shall execute and deliver a short form of this Agreement (the “Short Form”) for recording in the real property records of Converse County, Wyoming, as reasonably requested by Buyer, which shall provide notice to third parties of Buyer’s rights with respect to the Properties under this Agreement. Such short form of this Agreement shall be drafted in cooperation between the Parties.

31. Specific Performance. Seller agrees that irreparable damage would occur to Buyer if any provision of this Agreement were not performed in accordance with the terms hereof and that Buyer shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the day and year first written above.

SELLER

Stakeholder Energy, LLC

By: Nerd Gas Company, LLC, Manager

of Stakeholder Energy, LLC

By:

Timm Smith, Manager of Nerd Gas Company, LLC

March 11, 2025

Signature Page to Purchase and Sale Agreement

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the day and year first written above.

BUYER

Powder River Basin LLC

By: Usuran Resources, Inc., Manager

of Powder River Basin LLC

By:

Andrew Ferrier, President of Usuran Resources, Inc.

USURAN

Usuran Resources, Inc.

(A signatory for purposes of the obligation set forth in Section 17(g) only)

By:

Andrew Ferrier, President of Usuran Resources, Inc.

Signature Page to Purchase and Sale Agreement

Exhibit A
to

Purchase and Sale Agreement

Mining Leases

Patterson

Henry

Allemand

Exhibit A-1

Exhibit A-2

Exhibit B
to

Purchase and Sale Agreement

The Mining Claims

The following unpatented mining claims are located in Converse County, Wyoming, all within the 6^th Principal Meridian:

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #419	WY101380876	WMC298854	37N 75W 024	965142
SEH #420	WY101380877	WMC298855	37N 75W 024	965143
SEH #421	WY101380878	WMC298856	37N 75W 024	965144
SEH #434	WY101380879	WMC298869	37N 75W 014	965157
SEH #435	WY101380880	WMC298870	37N 75W 014	965158
SEH #436	WY101380881	WMC298871	37N 75W 014	965159
SEH #437	WY101380882	WMC298872	37N 75W 014	965160
SEH #438	WY101380883	WMC298873	37N 75W 014	965161
SEH #439	WY101380884	WMC298874	37N 75W 014	965162
SEH #440	WY101382082	WMC298875	37N 75W 014	965163
SEH #441	WY101382083	WMC298876	37N 75W 014	965164
SEH #442	WY101382084	WMC298877	37N 75W 023	965165
SEH #443	WY101382085	WMC298878	37N 75W 023	965166
SEH #444	WY101382086	WMC298879	37N 75W 023	965167
SEH #445	WY101382087	WMC298880	37N 75W 023	965168
SEH #446	WY101382088	WMC298881	37N 75W 023	965169
SEH #447	WY101382089	WMC298882	37N 75W 023	965170
SEH #448	WY101382090	WMC298883	37N 75W 023	965171
SEH #449	WY101382091	WMC298884	37N 75W 023	965172
SEH #450	WY101382092	WMC298885	37N 75W 023	965173
SEH #451	WY101382093	WMC298886	37N 75W 023	965174
SEH #452	WY101382094	WMC298887	37N 75W 023	965175
SEH #453	WY101382095	WMC298888	37N 75W 023	965176
SEH #454	WY101382096	WMC298889	37N 75W 023	965177

Exhibit B-1

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #455	WY101382097	WMC298890	37N 75W 023	965178
SEH #456	WY101382098	WMC298891	37N 75W 023	965179
SEH #457	WY101382099	WMC298892	37N 75W 023	965180
SEH #458	WY101382100	WMC298893	37N 75W 023	965181
SEH #459	WY101382101	WMC298894	37N 75W 023	965182
SEH #460	WY101382102	WMC298895	37N 75W 023	965183
SEH #461	WY101383238	WMC298896	37N 75W 023	965184
SEH #462	WY101383239	WMC298897	37N 75W 023	965185
SEH #463	WY101383240	WMC298898	37N 75W 023	965186
SEH #464	WY101383241	WMC298899	37N 75W 023	965187
SEH #465	WY101383242	WMC298900	37N 75W 023	965188
SEH #466	WY101383243	WMC298901	37N 75W 023	965189
SEH #467	WY101383244	WMC298902	37N 75W 023	965190
SEH #468	WY101383245	WMC298903	37N 75W 023	965191
SEH #469	WY101383246	WMC298904	37N 75W 023	965192
SEH #470	WY101383247	WMC298905	37N 75W 023	965193
SEH #471	WY101383248	WMC298906	37N 75W 023	965194
SEH #490	WY101383249	WMC298925	37N 75W 022	965213
SEH #491	WY101383250	WMC298926	37N 75W 022	965214
SEH #492	WY101383251	WMC298927	37N 75W 022	965215
SEH #493	WY101383252	WMC298928	37N 75W 022	965216
SEH #494	WY101383253	WMC298929	37N 75W 022	965217
SEH #495	WY101383254	WMC298930	37N 75W 022	965218
SEH #496	WY101383255	WMC298931	37N 75W 022	965219
SEH #497	WY101383256	WMC298932	37N 75W 022	965220
SEH #498	WY101383257	WMC298933	37N 75W 022	965221
SEH #499	WY101383258	WMC298934	37N 75W 022	965222
SEH #500	WY101384278	WMC298935	37N 75W 022	965223
SEH #501	WY101384279	WMC298936	37N 75W 022	965224

Exhibit B-2

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #502	WY101384280	WMC298937	37N 75W 022	965225
SEH #503	WY101384281	WMC298938	37N 75W 022	965226
SEH #504	WY101384282	WMC298939	37N 75W 022	965227
SEH #505	WY101384401	WMC298940	37N 75W 022	965228
SEH #506	WY101384402	WMC298941	37N 75W 022	965229
SEH #507	WY101384403	WMC298942	37N 75W 022	965230
SEH #508	WY101384404	WMC298943	37N 75W 022	965231
SEH #509	WY101384405	WMC298944	37N 75W 022	965232
SEH #510	WY101384406	WMC298945	37N 75W 022	965233
SEH #511	WY101384407	WMC298946	37N 75W 022	965234
SEH #512	WY101384408	WMC298947	37N 75W 022	965235
SEH #513	WY101384409	WMC298948	37N 75W 022	965236
SEH #514	WY101384410	WMC298949	37N 75W 022	965237
SEH #515	WY101384411	WMC298950	37N 75W 022	965238
SEH #516	WY101384412	WMC298951	37N 75W 022	965239
SEH #517	WY101384413	WMC298952	37N 75W 022	965240
SEH #518	WY101384414	WMC298953	37N 75W 022	965241
SEH #519	WY101384415	WMC298954	37N 75W 022	965242
SEH #520	WY101384416	WMC298955	37N 75W 022	965243
SEH #521	WY101385464	WMC298956	37N 75W 022	965244
SEH #522	WY101385465	WMC298957	37N 75W 022	965245
SEH #523	WY101385466	WMC298958	37N 75W 022	965246
SEH #524	WY101385467	WMC298959	37N 75W 022	965247
SEH #525	WY101385468	WMC298960	37N 75W 022	965248
SEH #526	WY101385469	WMC298961	37N 75W 027	965272
SEH #527	WY101385470	WMC298962	37N 75W 027	965273
SEH #528	WY101385471	WMC298963	37N 75W 027	965274
SEH #529	WY101385472	WMC298964	37N 75W 027	965275
SEH #530	WY101385473	WMC298965	37N 75W 027	965276

Exhibit B-3

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #531	WY101385474	WMC298966	37N 75W 027	965277
SEH #532	WY101385475	WMC298967	37N 75W 027	965278
SEH #533	WY101385476	WMC298968	37N 75W 027	965279
SEH #541	WY101385477	WMC298976	37N 75W 028	965287
SEH #542	WY101385478	WMC298977	37N 75W 028	965288
SEH #543	WY101385479	WMC298978	37N 75W 028	965289
SEH #544	WY101385480	WMC298979	37N 75W 028	965290
SEH #546	WY101385481	WMC298981	37N 75W 028	965292
SEH #547	WY101385482	WMC298982	37N 75W 028	965293
SEH #548	WY101385483	WMC298983	37N 75W 028	965294
SEH #549	WY101385484	WMC298984	37N 75W 028	965295
SEA 1	WY101385714	WMC299596	37N 75W 005	966743
SEA 2	WY101385715	WMC299597	37N 75W 005	966414
SEA 9	WY101385725	WMC299604	37N 75W 006	966421
SEA 10	WY101385726	WMC299605	37N 75W 006	966422
SEA 11	WY101385727	WMC299606	37N 75W 006	966423
SEA 12	WY101385728	WMC299607	37N 75W 006	966424
SEA 13	WY101385729	WMC299608	37N 75W 005	966425
SEA 14	WY101385730	WMC299609	37N 75W 005	966426
SEA 23	WY101385731	WMC299618	38N 75W 031	966435
SEA 24	WY101385732	WMC299619	38N 75W 031	966436
SEA 25	WY101385733	WMC299620	38N 75W 031	966437
SEA 26	WY101385734	WMC299621	38N 75W 031	966438
SEA 27	WY101385735	WMC299622	38N 75W 032	966439
SEA 28	WY101385736	WMC299623	38N 75W 032	966440
SEH #551	WY101386673	WMC298986	37N 75W 028	965297
SEH #552	WY101386674	WMC298987	37N 75W 028	965298
SEH #554	WY101386675	WMC298989	37N 75W 021	965303
SEH #555	WY101386676	WMC298990	37N 75W 021	965304

Exhibit B-4

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #556	WY101386677	WMC298991	37N 75W 021	965305
SEH #557	WY101386678	WMC298992	37N 75W 021	965306
SEH #559	WY101386679	WMC298994	37N 75W 021	965308
SEH #560	WY101386680	WMC298995	37N 75W 021	965309
SEH #561	WY101386681	WMC298996	37N 75W 021	965310
SEH #562	WY101386682	WMC298997	37N 75W 021	965311
SEH #564	WY101386683	WMC298999	37N 75W 021	965313
SEH #565	WY101386684	WMC299000	37N 75W 021	965314
SEH #566	WY101386685	WMC299001	37N 75W 021	965315
SEH #567	WY101386686	WMC299002	37N 75W 021	965316
SEH #569	WY101386687	WMC299004	37N 75W 021	965318
SEH #570	WY101386688	WMC299005	37N 75W 021	965319
SEH #571	WY101386689	WMC299006	37N 75W 021	965320
SEH #572	WY101386690	WMC299007	37N 75W 021	965321
SEH #574	WY101386691	WMC299009	37N 75W 020	965323
SEH #575	WY101386692	WMC299010	37N 75W 020	965324
SEH #576	WY101386693	WMC299011	37N 75W 020	965325
SEA 35	WY101386893	WMC299630	38N 75W 031	966447
SEA 36	WY101386894	WMC299631	38N 75W 031	966448
SEA 37	WY101386895	WMC299632	38N 75W 031	966449
SEA 38	WY101386896	WMC299633	38N 75W 031	966450
SEA 39	WY101386897	WMC299634	38N 75W 032	966451
SEA 40	WY101386898	WMC299635	38N 75W 032	966452
SEA 47	WY101386899	WMC299642	38N 75W 031	966459
SEA 48	WY101386900	WMC299643	38N 75W 031	966460
SEA 49	WY101386901	WMC299644	38N 75W 031	966461
SEA 50	WY101386902	WMC299645	38N 75W 031	966462
SEA 51	WY101386903	WMC299646	38N 75W 032	966463
SEA 52	WY101386904	WMC299647	38N 75W 032	966464

Exhibit B-5

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEA 76	WY101386905	WMC299671	38N 75W 030	966488
SEA 77	WY101386906	WMC299672	38N 75W 030	966489
SEA 78	WY101386907	WMC299673	38N 75W 029	966490
SEA 79	WY101386908	WMC299674	38N 75W 029	966491
SEA 80	WY101386909	WMC299675	38N 75W 029	966492
SEA 88	WY101386910	WMC299683	38N 75W 030	966500
SEA 89	WY101386911	WMC299684	38N 75W 030	966501
SEA 90	WY101386912	WMC299685	38N 75W 029	966502
SEA 91	WY101386913	WMC299686	38N 75W 029	966503
SEH #577	WY101387876	WMC299012	37N 75W 020	965326
SEH #578	WY101387877	WMC299013	37N 75W 020	965327
SEH #579	WY101387878	WMC299014	37N 75W 020	965328
SEH #580	WY101387879	WMC299015	37N 75W 020	965329
SEH #581	WY101387880	WMC299016	37N 75W 020	965330
SEH #582	WY101387881	WMC299017	37N 75W 020	965331
SEH #583	WY101387882	WMC299018	37N 75W 020	965332
SEH #584	WY101387883	WMC299019	37N 75W 020	965333
SEH #585	WY101387884	WMC299020	37N 75W 020	965334
SEH #586	WY101387885	WMC299021	37N 75W 020	965335
SEH #587	WY101387886	WMC299022	37N 75W 020	965336
SEH #588	WY101387887	WMC299023	37N 75W 020	965337
SEH #589	WY101387888	WMC299024	37N 75W 020	965338
SEH #590	WY101387889	WMC299025	37N 75W 020	965339
SEH #591	WY101387890	WMC299026	37N 75W 020	965340
SEH #592	WY101387891	WMC299027	37N 75W 017	965341
SEH #593	WY101387892	WMC299028	37N 75W 017	965342
SEH #594	WY101387893	WMC299029	37N 75W 017	965343
SEH #595	WY101387894	WMC299030	37N 75W 017	965344
SEH #596	WY101387895	WMC299031	37N 75W 017	965345

Exhibit B-6

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #597	WY101387896	WMC299032	37N 75W 017	965346
SEA 92	WY101388063	WMC299687	38N 75W 029	966504
SEA 100	WY101388064	WMC299695	38N 75W 030	966512
SEA 101	WY101388065	WMC299696	38N 75W 030	966513
SEA 102	WY101388066	WMC299697	38N 75W 029	966514
SEA 103	WY101388067	WMC299698	38N 75W 029	966515
SEA 104	WY101388068	WMC299699	38N 75W 029	966516
SEA 105	WY101388069	WMC299700	38N 75W 029	966517
SEA 106	WY101388070	WMC299701	38N 75W 029	966518
SEA 114	WY101388071	WMC299709	38N 75W 019	966526
SEA 115	WY101388072	WMC299710	38N 75W 019	966527
SEA 116	WY101388073	WMC299711	38N 75W 020	966528
SEA 117	WY101388074	WMC299712	38N 75W 020	966529
SEA 118	WY101388075	WMC299713	38N 75W 020	966530
SEA 126	WY101388076	WMC299721	38N 75W 019	966538
SEA 127	WY101388077	WMC299722	38N 75W 019	966539
SEA 128	WY101388078	WMC299723	38N 75W 020	966540
SEA 129	WY101388079	WMC299724	38N 75W 020	966541
SEA 130	WY101388080	WMC299725	38N 75W 020	966542
SEA 131	WY101388081	WMC299726	38N 75W 020	966543
SEA 132	WY101388082	WMC299727	38N 75W 020	966544
SEA 133	WY101388083	WMC299728	38N 75W 020	966545
SEA 740	WY101388086	WMC300618	38N 75W 011	967804
SEA 741	WY101388087	WMC300619	38N 75W 011	967805
SEA 742	WY101388088	WMC300620	38N 75W 011	967806
SEA 743	WY101388089	WMC300621	38N 75W 011	967807
SEA 744	WY101388090	WMC300622	38N 75W 011	967808
SEH #598	WY101389073	WMC299033	37N 75W 017	965347
SEH #599	WY101389074	WMC299034	37N 75W 017	965348

Exhibit B-7

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH #600	WY101389075	WMC299035	37N 75W 017	965349
SEH #601	WY101389076	WMC299036	37N 75W 017	965350
SEH #602	WY101389077	WMC299037	37N 75W 017	965351
SEH #603	WY101389078	WMC299038	37N 75W 017	965352
SEH #604	WY101389079	WMC299039	37N 75W 017	965353
SEH #605	WY101389080	WMC299040	37N 75W 017	965354
SEH #606	WY101389081	WMC299041	37N 75W 017	965355
SEH #607	WY101389082	WMC299042	37N 75W 017	965356
SEH #608	WY101389083	WMC299043	37N 75W 017	965357
SEH #609	WY101389084	WMC299044	37N 75W 017	965358
SEH #610	WY101389085	WMC299045	37N 75W 017	965359
SEH #611	WY101389086	WMC299046	37N 75W 017	965360
SEH #612	WY101389087	WMC299047	37N 75W 017	965361
SEH #613	WY101389088	WMC299048	37N 75W 017	965362
SEH #614	WY101389089	WMC299049	37N 75W 017	965363
SEH #615	WY101389090	WMC299050	37N 75W 017	965364
SEH #616	WY101389091	WMC299051	37N 75W 017	965365
SEH #617	WY101389092	WMC299052	37N 75W 017	965366
SEH #618	WY101389093	WMC299053	37N 75W 017	965367
SEA 134	WY101389270	WMC299729	38N 75W 020	966546
SEA 135	WY101389271	WMC299730	38N 75W 020	966547
SEA 136	WY101389272	WMC299731	38N 75W 020	966548
SEA 137	WY101389273	WMC299732	38N 75W 020	966549
SEA 138	WY101389274	WMC299733	38N 75W 020	966550
SEA 139	WY101389275	WMC299734	38N 75W 020	966551
SEA 140	WY101389276	WMC299735	38N 75W 020	966552
SEA 141	WY101389277	WMC299736	38N 75W 020	966553
SEA 142	WY101389278	WMC299737	38N 75W 020	966554
SEA 143	WY101389279	WMC299738	38N 75W 020	966555

Exhibit B-8

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEA 144	WY101389280	WMC299739	38N 75W 020	966556
SEA 145	WY101389281	WMC299740	38N 75W 020	966557
SEA 146	WY101389282	WMC299741	38N 75W 020	966558
SEA 147	WY101389283	WMC299742	38N 75W 020	966559
SEA 148	WY101389284	WMC299743	38N 75W 020	966560
SEA 158	WY101389285	WMC299753	38N 75W 017	966570
SEA 159	WY101389286	WMC299754	38N 75W 017	966571
SEA 160	WY101389287	WMC299755	38N 75W 017	966572
SEA 161	WY101389288	WMC299756	38N 75W 017	966573
SEA 162	WY101389289	WMC299757	38N 75W 017	966574
SEA 163	WY101389290	WMC299758	38N 75W 017	966575
SEH #621	WY101390283	WMC299056	37N 75W 017	965370
SEH #622	WY101390284	WMC299057	37N 75W 017	965371
SEH #623	WY101390285	WMC299058	37N 75W 017	965372
SEH #624	WY101390286	WMC299059	37N 75W 017	965373
SEH #625	WY101390287	WMC299060	37N 75W 017	965374
SEH #626	WY101390288	WMC299061	37N 75W 017	965375
SEH #627	WY101390289	WMC299062	37N 75W 017	965376
SEA 605	WY101410041	WMC300200	39N 75W 033	967018
SEA 606	WY101410042	WMC300201	39N 75W 033	967019
SEA 607	WY101410043	WMC300202	39N 75W 033	967020
SEA 611	WY101410044	WMC300206	39N 75W 028	967024
SEA 612	WY101410045	WMC300207	39N 75W 028	967025
SEA 613	WY101410046	WMC300208	39N 75W 028	967026
SEA 614	WY101410047	WMC300209	39N 75W 028	967027
SEA 625	WY101410048	WMC300220	39N 75W 028	967038
SEA 626	WY101410049	WMC300221	39N 75W 028	967039
SEA 627	WY101410050	WMC300222	39N 75W 028	967040
SEA 628	WY101410051	WMC300223	39N 75W 028	967041

Exhibit B-9

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#861	WY101410128	WMC311846	37N 74W 007 and 008	1048925
SEH#862	WY101410129	WMC311847	37N 74W 007	1048926
SEH#863	WY101410130	WMC311848	37N 74W 007	1048927
SEA 164	WY101470491	WMC299759	38N 75W 017	966576
SEA 165	WY101470492	WMC299760	38N 75W 017	966577
SEA 166	WY101470493	WMC299761	38N 75W 017	966578
SEA 185	WY101470494	WMC299780	38N 75W 017	966597
SEA 186	WY101470495	WMC299781	38N 75W 017	966598
SEA 187	WY101470496	WMC299782	38N 75W 017	966599
SEA 188	WY101470497	WMC299783	38N 75W 017	966600
SEA 189	WY101470498	WMC299784	38N 75W 017	966601
SEA 190	WY101470499	WMC299785	38N 75W 008	966602
SEA 191	WY101470500	WMC299786	38N 75W 008	966603
SEA 192	WY101470501	WMC299787	38N 75W 008	966604
SEA 193	WY101470502	WMC299788	38N 75W 008	966605
SEA 194	WY101470503	WMC299789	38N 75W 008	966606
SEA 195	WY101470504	WMC299790	38N 75W 008	966607
SEA 196	WY101470505	WMC299791	38N 75W 008	966608
SEA 206	WY101470506	WMC299801	38N 75W 008	966618
SEA 207	WY101470507	WMC299802	38N 75W 008	966619
SEA 208	WY101470508	WMC299803	38N 75W 008	966620
SEA 212	WY101470509	WMC299807	38N 75W 008	966624
SEA 213	WY101470510	WMC299808	38N 75W 008	966625
SEA 214	WY101470511	WMC299809	38N 75W 008	966626
SEA 218	WY101471670	WMC299813	38N 75W 008	966630
SEA 219	WY101471671	WMC299814	38N 75W 008	966631
SEA 220	WY101471672	WMC299815	38N 75W 008	966632
SEA 224	WY101471673	WMC299819	38N 75W 005	966636
SEA 225	WY101471674	WMC299820	38N 75W 005	966637

Exhibit B-10

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEA 226	WY101471675	WMC299821	38N 75W 005	966638
SEA 227	WY101471676	WMC299822	38N 75W 005	966639
SEA 249	WY101471677	WMC299844	38N 75W 005	966661
SEA 250	WY101471678	WMC299845	38N 75W 005	966662
SEA 251	WY101471679	WMC299846	38N 75W 005	966663
SEA 252	WY101471680	WMC299847	38N 75W 005	966664
SEA 253	WY101471681	WMC299848	38N 75W 005	966665
SEA 254	WY101471682	WMC299849	38N 75W 005	966666
SEA 265	WY101471683	WMC299860	38N 75W 005	966677
SEA 266	WY101471684	WMC299861	38N 75W 005	966678
SEA 267	WY101471685	WMC299862	38N 75W 005	966679
SEA 268	WY101471686	WMC299863	38N 75W 005	966680
SEA 269	WY101471687	WMC299864	38N 75W 005	966681
SEA 270	WY101471688	WMC299865	38N 75W 005	966682
SEA 297	WY101471689	WMC299892	39N 75W 032	966709
SEA 298	WY101471690	WMC299893	39N 75W 032	966710
SEH #534	WY101472610	WMC298969	37N 75W 027	965280
SEA 299	WY101473905	WMC299894	39N 75W 032	966711
SEA 311	WY101473906	WMC299906	39N 75W 032	966723
SEA 312	WY101473907	WMC299907	39N 75W 032	966724
SEA 313	WY101473908	WMC299908	39N 75W 032	966725
SEA 314	WY101473909	WMC299909	39N 75W 032	966726
SEA 315	WY101473910	WMC299910	39N 75W 032	966727
SEA 316	WY101473911	WMC299911	39N 75W 032	966728
SEA 317	WY101473912	WMC299912	39N 75W 032	966729
SEA 329	WY101473913	WMC299924	39N 75W 032	966741
SEA 330	WY101473914	WMC299925	39N 75W 032	966742
SEA 331	WY101473915	WMC299926	39N 75W 032	966744
SEA 332	WY101473916	WMC299927	39N 75W 032	966745

Exhibit B-11

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEA 333	WY101473917	WMC299928	39N 75W 032	966746
SEA 334	WY101473918	WMC299929	39N 75W 032	966747
SEA 335	WY101473919	WMC299930	39N 75W 032	966748
SEA 395	WY101473920	WMC299990	38N 75W 028	966808
SEA 396	WY101473921	WMC299991	38N 75W 028	966809
SEA 440	WY101473922	WMC300035	38N 75W 015	966853
SEA 441	WY101473923	WMC300036	38N 75W 015	966854
SEA 442	WY101473924	WMC300037	38N 75W 015	966855
SEA 452	WY101473925	WMC300047	38N 75W 015	966865
SEA 453	WY101474916	WMC300048	38N 75W 015	966866
SEA 590	WY101474917	WMC300185	39N 75W 033	967003
SEA 591	WY101474918	WMC300186	39N 75W 033	967004
SEA 592	WY101474919	WMC300187	39N 75W 033	967005
SEA 593	WY101474920	WMC300188	39N 75W 033	967006
SEA 594	WY101474921	WMC300189	39N 75W 033	967007
SEA 601	WY101474922	WMC300196	39N 75W 033	967014
SEA 602	WY101474923	WMC300197	39N 75W 033	967015
SEA 603	WY101474924	WMC300198	39N 75W 033	967016
SEA 604	WY101474925	WMC300199	39N 75W 033	967017
SEP#679	WY101560644	WMC301845	38N 74W 032	971733
SEP#680	WY101560645	WMC301846	38N 74W 032	971734
SEP#681	WY101560646	WMC301847	38N 74W 032	971735
SEP#682	WY101560647	WMC301848	38N 74W 032	971736
SEP#683	WY101560648	WMC301849	38N 74W 032	971737
SEP#684	WY101560649	WMC301850	38N 74W 032	971738
SEP#685	WY101560650	WMC301851	38N 74W 032	971739
SEP#686	WY101560651	WMC301852	38N 74W 032	971740
SEP#687	WY101560652	WMC301853	38N 74W 032	971741
SEP#688	WY101560653	WMC301854	38N 74W 032	971742

Exhibit B-12

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEP#689	WY101560654	WMC301855	38N 74W 029	971743
SEP#690	WY101560655	WMC301856	38N 74W 029	971744
SEP#691	WY101560656	WMC301857	38N 74W 029	971745
SEP#692	WY101560657	WMC301858	38N 74W 029	971746
SEP#693	WY101560658	WMC301859	38N 74W 029	971747
SEP#694	WY101560659	WMC301860	38N 74W 029	971748
SEP#695	WY101560660	WMC301861	38N 74W 029	971749
SEP#696	WY101560661	WMC301862	38N 74W 029	971750
SEP#697	WY101560662	WMC301863	38N 74W 029	971751
SEP#698	WY101560663	WMC301864	38N 74W 029	971752
SEP#699	WY101560664	WMC301865	38N 74W 029	971753
SEP#700	WY101561444	WMC301866	38N 74W 029	971754
SEP#701	WY101561445	WMC301867	38N 74W 029	971755
SEP#702	WY101561446	WMC301868	38N 74W 029	971756
SEP#703	WY101561447	WMC301869	38N 74W 029	971757
SEP#704	WY101561448	WMC301870	38N 74W 029	971758
SEP#705	WY101561449	WMC301871	38N 74W 029	971759
SEP#706	WY101561450	WMC301872	38N 74W 020	971760
SEP#707	WY101561451	WMC301873	38N 74W 020	971761
SEP#708	WY101561452	WMC301874	38N 74W 020	971762
SEP#709	WY101561453	WMC301875	38N 74W 020	971763
SEP#710	WY101561454	WMC301876	38N 74W 020	971764
SEP#711	WY101561455	WMC301877	38N 74W 020	971765
SEP#712	WY101561456	WMC301878	38N 74W 020	971766
SEP#713	WY101561457	WMC301879	38N 74W 020	971767
SEP#714	WY101561458	WMC301880	38N 74W 020	971768
SEP#715	WY101561459	WMC301881	38N 74W 020	971769
SEP#716	WY101561460	WMC301882	38N 74W 020	971770
SEP#717	WY101561461	WMC301883	38N 74W 020	971771

Exhibit B-13

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEP#718	WY101561462	WMC301884	38N 74W 020	971772
SEP#719	WY101561463	WMC301885	38N 74W 020	971773
SEP#720	WY101561464	WMC301886	38N 74W 020	971774
SEP#721	WY101562244	WMC301887	38N 74W 020	971775
SEP#722	WY101562245	WMC301888	38N 74W 020	971776
SEP#723	WY101562246	WMC301889	38N 74W 033	971777
SEP#724	WY101562247	WMC301890	38N 74W 033	971778
SEP#725	WY101562248	WMC301891	38N 74W 033	971779
SEP#726	WY101562249	WMC301892	38N 74W 033	971780
SEP#727	WY101562250	WMC301893	38N 74W 033	971781
SEP#728	WY101562251	WMC301894	38N 74W 033	971782
SEP#729	WY101562252	WMC301895	38N 74W 028	971783
SEP#730	WY101562253	WMC301896	38N 74W 028	971784
SEP#731	WY101562254	WMC301897	38N 74W 028	971785
SEP#732	WY101562255	WMC301898	38N 74W 028	971786
SEP#733	WY101562256	WMC301899	38N 74W 028	971787
SEP#734	WY101562257	WMC301900	38N 74W 028	971788
SEP#735	WY101562258	WMC301901	38N 74W 028	971789
SEP#736	WY101562259	WMC301902	38N 74W 028	971790
SEH#137	WY101654738	WMC295940	37N 74W 008	953200
SEH#138	WY101654739	WMC295941	37N 74W 008	953201
SEH#139	WY101654740	WMC295942	37N 74W 008	953202
SEH#140	WY101654741	WMC295943	37N 74W 008	953203
SEH#141	WY101654742	WMC295944	37N 74W 008	953204
SEH#142	WY101654743	WMC295945	37N 74W 008	953205
SEH#143	WY101654744	WMC295946	37N 74W 008	953206
SEH#144	WY101654745	WMC295947	37N 74W 008	953207
SEH#145	WY101654746	WMC295948	37N 74W 008	953208
SEH#146	WY101654747	WMC295949	37N 74W 008	953209

Exhibit B-14

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#147	WY101654748	WMC295950	37N 74W 008	953210
SEH#148	WY101654749	WMC295951	37N 74W 008	953211
SEH#149	WY101654750	WMC295952	37N 74W 008	953212
SEH#150	WY101654751	WMC295953	37N 74W 008	953213
SEH#155	WY101654752	WMC295958	37N 74W 005	953218
SEH#156	WY101654753	WMC295959	37N 74W 005	953219
SEH#157	WY101654754	WMC295960	37N 74W 005	953220
SEH#158	WY101654755	WMC295961	37N 74W 005	953221
SEH#159	WY101654756	WMC295962	37N 74W 005	953222
SEH#162	WY101654757	WMC295965	37N 74W 005	953225
SEH#163	WY101654758	WMC295966	37N 74W 005	953226
SEH#164	WY101655355	WMC295967	37N 74W 005	953078
SEH#165	WY101655356	WMC295968	37N 74W 005	953079
SEH#166	WY101655357	WMC295969	37N 74W 005	953080
SEH#167	WY101655358	WMC295970	37N 74W 005	953077
SEH#168	WY101656576	WMC295971	37N 74W 005	953076
SEH#169	WY101656577	WMC295972	37N 74W 005	953075
SEH#170	WY101656578	WMC295973	37N 74W 005	953074
SEH#171	WY101656579	WMC295974	37N 74W 005	953073
SEH#1	WY101659179	WMC295804	37N 75W 024	953231
SEH#2	WY101659180	WMC295805	37N 75W 024	953232
SEH#3	WY101659972	WMC295806	37N 75W 024	953233
SEH#4	WY101659973	WMC295807	37N 75W 024	953234
SEH#5	WY101659974	WMC295808	37N 75W 024	953235
SEH#6	WY101659975	WMC295809	37N 75W 024	953236
SEH#7	WY101659976	WMC295810	37N 75W 024	953237
SEH#8	WY101659977	WMC295811	37N 75W 024	953238
SEH#9	WY101659978	WMC295812	37N 75W 024	953239
SEH#10	WY101659979	WMC295813	37N 75W 024	953240

Exhibit B-15

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#11	WY101659980	WMC295814	37N 75W 024	953241
SEH#12	WY101659981	WMC295815	37N 75W 024	953242
SEH#13	WY101659982	WMC295816	37N 75W 024	953243
SEH#14	WY101659983	WMC295817	37N 75W 024	953244
SEH#15	WY101659984	WMC295818	37N 75W 024	953245
SEH#16	WY101659985	WMC295819	37N 75W 024	953246
SEH#17	WY101880538	WMC295820	37N 75W 024	953247
SEH#18	WY101880539	WMC295821	37N 75W 024	953248
SEH#19	WY101880540	WMC295822	37N 75W 024	953249
SEH#20	WY101880541	WMC295823	37N 75W 024	953250
SEH#21	WY101880542	WMC295824	37N 75W 024	953251
SEH#22	WY101880543	WMC295825	37N 75W 024	953252
SEH#23	WY101880544	WMC295826	37N 75W 024	953253
SEH#24	WY101880545	WMC295827	37N 75W 024	953254
SEH#25	WY101880546	WMC295828	37N 75W 024	953255
SEH#26	WY101880547	WMC295829	37N 75W 024	953256
SEH#27	WY101880548	WMC295830	37N 75W 024	953257
SEH#28	WY101880549	WMC295831	37N 75W 024	953258
SEH#29	WY101880550	WMC295832	37N 75W 024	953259
SEH#30	WY101880551	WMC295833	37N 75W 013	953260
SEH#31	WY101880552	WMC295834	37N 75W 013	953261
SEH#33	WY101880553	WMC295836	37N 75W 013	953263, amended at 966408
SEH#34	WY101880554	WMC295837	37N 75W 013	953264, amended at 966409
SEH#35	WY101880555	WMC295838	37N 75W 013	953265, amended at 966410
SEH#36	WY101880556	WMC295839	37N 75W 013	953266, amended at 966411

Exhibit B-16

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#37	WY101880557	WMC295840	37N 75W 013	953267, amended at 966412
SEH#38	WY101880558	WMC295841	37N 75W 013	953268
SEH#172	WY101880559	WMC295975	37N 74W 005	953072
SEH#173	WY101880560	WMC295976	37N 74W 005	953071
SEH#174	WY101880561	WMC295977	37N 74W 005	953070
SEH#175	WY101880562	WMC295978	37N 74W 005	953069
SEH#176	WY101880563	WMC295979	37N 74W 005	953068
SEH#177	WY101880564	WMC295980	37N 74W 005	953067
SEH#178	WY101880565	WMC295981	37N 74W 005	953066
SEH#179	WY101880566	WMC295982	37N 74W 005	953065
SEH#180	WY101880567	WMC295983	37N 74W 005	953064
SEH#181	WY101880568	WMC295984	37N 74W 005	953063
SEH#182	WY101880569	WMC295985	37N 74W 005	953062
SEH#225	WY101880570	WMC296028	37N 74W 009	953288
SEH#234	WY101880571	WMC296037	37N 74W 009	953297
SEH#243	WY101880572	WMC296046	37N 74W 009	953306
SEH#244	WY101880573	WMC296047	37N 74W 009	953307
SEH#245	WY101880574	WMC296048	37N 74W 009	953308
SEH#246	WY101880575	WMC296049	37N 74W 009	953309
SEH#247	WY101880576	WMC296050	37N 74W 009	953310
SEH#248	WY101880577	WMC296051	37N 74W 009	953311
SEH#249	WY101880578	WMC296052	37N 74W 004	953312
SEH#250	WY101880579	WMC296053	37N 74W 004	953313
SEH#39	WY101881338	WMC295842	37N 75W 013	953269
SEH#40	WY101881339	WMC295843	37N 75W 013	953270
SEH#41	WY101881340	WMC295844	37N 75W 013	953271
SEH#42	WY101881341	WMC295845	37N 75W 013	953272
SEH#43	WY101881342	WMC295846	37N 75W 013	953273

Exhibit B-17

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#44	WY101881343	WMC295847	37N 75W 013	953274
SEH#45	WY101881344	WMC295848	37N 75W 013	953275
SEH#46	WY101881345	WMC295849	37N 75W 013	953276
SEH#47	WY101881346	WMC295850	37N 75W 013	953277
SEH#48	WY101881347	WMC295851	37N 75W 013	953278
SEH#49	WY101881348	WMC295852	37N 75W 013	953279
SEH#50	WY101881349	WMC295853	37N 75W 013	953280
SEH#54	WY101881350	WMC295857	37N 75W 013	953017
SEH#55	WY101881351	WMC295858	37N 75W 013	953018
SEH#56	WY101881352	WMC295859	37N 75W 013	953019
SEH#57	WY101881353	WMC295860	37N 75W 013	953020
SEH#63	WY101881354	WMC295866	37N 74W 018	953026
SEH#64	WY101881355	WMC295867	37N 74W 018	953027
SEH#65	WY101881356	WMC295868	37N 74W 018	953028
SEH#66	WY101881357	WMC295869	37N 74W 018	953029
SEH#67	WY101881358	WMC295870	37N 74W 018	953030, amended at 966407
SEH#251	WY101881359	WMC296054	37N 74W 004	953314
SEH#252	WY101881360	WMC296055	37N 74W 004	953315
SEH#253	WY101881361	WMC296056	37N 74W 004	953316
SEH#295	WY101881362	WMC296098	37N 74W 015	953408
SEH#296	WY101881363	WMC296099	37N 74W 015	953409
SEH#297	WY101881364	WMC296100	37N 74W 015	953410
SEH#298	WY101881365	WMC296101	37N 74W 015	953411
SEH#299	WY101881366	WMC296102	37N 74W 015	953412
SEH#300	WY101881367	WMC296103	37N 74W 015	953413
SEH#301	WY101881368	WMC296104	37N 74W 015	953414
SEH#302	WY101881369	WMC296105	37N 74W 015	953415
SEH#303	WY101881370	WMC296106	37N 74W 015	953416

Exhibit B-18

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#369	WY101881371	WMC296172	37N 74W 014	953333
SEH#370	WY101881372	WMC296173	37N 74W 014	953334
SEH#371	WY101881373	WMC296174	37N 74W 014	953335
SEH#376	WY101881374	WMC296179	37N 74W 014	953340
SEH#377	WY101881375	WMC296180	37N 74W 014	953341
SEH#378	WY101881376	WMC296181	37N 74W 014	953342
SEH#68	WY101881964	WMC295871	37N 74W 018	953131
SEH#69	WY101881965	WMC295872	37N 74W 018	953132
SEH#70	WY101881966	WMC295873	37N 74W 018	953133
SEH#71	WY101881967	WMC295874	37N 74W 018	953134
SEH#72	WY101881968	WMC295875	37N 74W 018	953135
SEH#73	WY101881969	WMC295876	37N 74W 018	953136
SEH#74	WY101881970	WMC295877	37N 74W 018	953137
SEH#75	WY101881971	WMC295878	37N 74W 018	953138
SEH#76	WY101881972	WMC295879	37N 74W 018	953139
SEH#77	WY101881973	WMC295880	37N 74W 007	953140
SEH#78	WY101881974	WMC295881	37N 74W 007	953141
SEH#79	WY101881975	WMC295882	37N 74W 007	953142
SEH#80	WY101881976	WMC295883	37N 74W 007	953143
SEH#81	WY101881977	WMC295884	37N 74W 007	953144
SEH#82	WY101881978	WMC295885	37N 74W 007	953145
SEH#83	WY101881979	WMC295886	37N 74W 007	953146
SEH#84	WY101881980	WMC295887	37N 74W 007	953147
SEH#85	WY101881981	WMC295888	37N 74W 007	953148
SEH#86	WY101881982	WMC295889	37N 74W 007	953149
SEH#87	WY101881983	WMC295890	37N 74W 007	953150
SEH#88	WY101881984	WMC295891	37N 74W 007	953151
SEH#89	WY101882580	WMC295892	37N 74W 007	953152
SEH#90	WY101882581	WMC295893	37N 74W 007	953153

Exhibit B-19

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEH#91	WY101882582	WMC295894	37N 74W 007	953154
SEH#92	WY101882583	WMC295895	37N 74W 007	953155
SEH#93	WY101882584	WMC295896	37N 74W 007	953156
SEH#94	WY101882585	WMC295897	37N 74W 007	953157
SEH#120	WY101882586	WMC295923	37N 74W 017	953183
SEH#121	WY101882587	WMC295924	37N 74W 017	935184
SEH#122	WY101882588	WMC295925	37N 74W 017	935185
SEH#123	WY101882589	WMC295926	37N 74W 008	953186
SEH#124	WY101882590	WMC295927	37N 74W 008	953187
SEH#126	WY101882591	WMC295929	37N 74W 008	953189
SEH#127	WY101882592	WMC295930	37N 74W 008	953190
SEH#128	WY101882593	WMC295931	37N 74W 008	953191
SEH#129	WY101882594	WMC295932	37N 74W 008	953192
SEH#130	WY101882595	WMC295933	37N 74W 008	953193
SEH#131	WY101882596	WMC295934	37N 74W 008	953194
SEH#132	WY101882597	WMC295935	37N 74W 008	953195
SEH#134	WY101882598	WMC295937	37N 74W 008	953197
SEH#135	WY101882599	WMC295938	37N 74W 008	953198
SEH#136	WY101882600	WMC295939	37N 74W 008	953199
SEP#08	WY101885841	WMC301174	37N 75W 007	971062
SEP#09	WY101885842	WMC301175	37N 75W 007	971063
SEP#10	WY101886622	WMC301176	37N 75W 007	971064
SEP#11	WY101886623	WMC301177	37N 75W 007	971065
SEP#26	WY101886624	WMC301192	37N 75W 007	971080
SEP#27	WY101886625	WMC301193	37N 75W 007	971081
SEP#28	WY101886626	WMC301194	37N 75W 007	971082
SEP#29	WY101886627	WMC301195	37N 75W 007	971083
SEP#30	WY101886628	WMC301196	37N 75W 007	971084
SEP#31	WY101886629	WMC301197	37N 75W 007	971085

Exhibit B-20

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEP#42	WY101886630	WMC301208	37N 75W 006	971096
SEP#43	WY101886631	WMC301209	37N 75W 006	971097
SEP#44	WY101886632	WMC301210	37N 75W 006	971098
SEP#45	WY101886633	WMC301211	37N 75W 006	971099
SEP#46	WY101886634	WMC301212	37N 75W 006	971100
SEP#47	WY101886635	WMC301213	37N 75W 006	971101
SEP#48	WY101886636	WMC301214	37N 75W 006	971102
SEP#49	WY101886637	WMC301215	37N 75W 006	971103
SEP#60	WY101886638	WMC301226	37N 75W 006	971114
SEP#61	WY101886639	WMC301227	37N 75W 006	971115
SEP#62	WY101886640	WMC301228	37N 75W 006	971116
SEP#63	WY101886641	WMC301229	37N 75W 006	971117
SEP#64	WY101886642	WMC301230	37N 75W 008	971118
SEP#65	WY101887422	WMC301231	37N 75W 008	971119
SEP#66	WY101887423	WMC301232	37N 75W 008	971120
SEP#67	WY101887424	WMC301233	37N 75W 008	971121
SEP#78	WY101887425	WMC301244	37N 75W 008	971132
SEP#79	WY101887426	WMC301245	37N 75W 008	971133
SEP#80	WY101887427	WMC301246	37N 75W 008	971134
SEP#81	WY101887428	WMC301247	37N 75W 008	971135
SEP#82	WY101887429	WMC301248	37N 75W 008	971136
SEP#83	WY101887430	WMC301249	37N 75W 008	971137
SEP#84	WY101887431	WMC301250	37N 75W 008	971138
SEP#85	WY101887432	WMC301251	37N 75W 008	971139
SEP#98	WY101887433	WMC301264	37N 75W 008	971152
SEP#99	WY101887434	WMC301265	37N 75W 008	971153
SEP#100	WY101887435	WMC301266	37N 75W 005	971154
SEP#101	WY101887436	WMC301267	37N 75W 005	971155
SEP#116	WY101887437	WMC301282	37N 75W 005	971170

Exhibit B-21

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEP#117	WY101887438	WMC301283	37N 75W 005	971171
SEP#463	WY101887439	WMC301629	37N 75W 012	971517
SEP#464	WY101887440	WMC301630	37N 75W 012	971518
SEP#465	WY101887441	WMC301631	37N 75W 012	971519
SEP#466	WY101887442	WMC301632	37N 75W 012	971520
SEP#487	WY101888244	WMC301653	37N 75W 001	971541
SEP#488	WY101888245	WMC301654	37N 75W 001	971542
SEP#489	WY101888246	WMC301655	37N 75W 001	971543
SEP#490	WY101888247	WMC301656	37N 75W 001	971544
SEP#499	WY101888248	WMC301665	37N 75W 001	971553
SEP#500	WY101888249	WMC301666	37N 75W 001	971554
SEP#557	WY101888250	WMC301723	38N 74W 031	971611
SEP#558	WY101888251	WMC301724	38N 74W 031	971612
SEP#559	WY101888252	WMC301725	38N 74W 031	971613
SEP#560	WY101888253	WMC301726	38N 74W 031	971614
SEP#561	WY101888254	WMC301727	38N 74W 031	971615
SEP#562	WY101888255	WMC301728	38N 74W 031	971616
SEP#563	WY101888256	WMC301729	38N 74W 031	971617
SEP#564	WY101888257	WMC301730	38N 74W 031	971618
SEP#577	WY101888258	WMC301743	38N 74W 030	971631
SEP#578	WY101888259	WMC301744	38N 74W 030	971632
SEP#579	WY101888260	WMC301745	38N 74W 030	971633
SEP#580	WY101888261	WMC301746	38N 74W 030	971634
SEP#591	WY101888262	WMC301757	38N 74W 030	971645
SEP#592	WY101888263	WMC301758	38N 74W 030	971646
SEP#593	WY101888264	WMC301759	38N 74W 030	971647
SEP#594	WY101889044	WMC301760	38N 74W 030	971648
SEP#595	WY101889045	WMC301761	38N 74W 019	971649
SEP#596	WY101889046	WMC301762	38N 74W 019	971650

Exhibit B-22

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEP#597	WY101889047	WMC301763	38N 74W 019	971651
SEP#598	WY101889048	WMC301764	38N 74W 019	971652
SEP#609	WY101889049	WMC301775	38N 74W 019	971663
SEP#610	WY101889050	WMC301776	38N 74W 019	971664
SEP#611	WY101889051	WMC301777	38N 74W 019	971665
SEP#612	WY101889052	WMC301778	38N 74W 019	971666
SEP#613	WY101889053	WMC301779	38N 74W 019	971667
SEP#614	WY101889054	WMC301780	38N 74W 019	971668
SEP#625	WY101889055	WMC301791	38N 74W 019	971679
SEP#626	WY101889056	WMC301792	38N 74W 019	971680
SEP#627	WY101889057	WMC301793	38N 74W 019	971681
SEP#628	WY101889058	WMC301794	38N 74W 019	971682
SEP#629	WY101889059	WMC301795	38N 74W 018	971683
SEP#630	WY101889060	WMC301796	38N 74W 018	971684
SEP#631	WY101889061	WMC301797	38N 74W 018	971685
SEP#632	WY101889062	WMC301798	38N 74W 018	971686
SEP#641	WY101889063	WMC301807	38N 74W 018	971695
SEP#642	WY101889064	WMC301808	38N 74W 018	971696
SEP#643	WY101889844	WMC301809	38N 74W 018	971697
SEP#659	WY101889845	WMC301825	38N 74W 032	971713
SEP#660	WY101889846	WMC301826	38N 74W 032	971714
SEP#661	WY101889847	WMC301827	38N 74W 032	971715
SEP#662	WY101889848	WMC301828	38N 74W 032	971716
SEP#663	WY101889849	WMC301829	38N 74W 032	971717
SEP#664	WY101889850	WMC301830	38N 74W 032	971718
SEP#665	WY101889851	WMC301831	38N 74W 032	971719
SEP#666	WY101889852	WMC301832	38N 74W 032	971720
SEP#667	WY101889853	WMC301833	38N 74W 032	971721
SEP#668	WY101889854	WMC301834	38N 74W 032	971722

Exhibit B-23

Claim Name	Serial Number	Legacy Serial Number	Township Range Section	County Recording (Instrument No.)
SEP#669	WY101889855	WMC301835	38N 74W 032	971723
SEP#670	WY101889856	WMC301836	38N 74W 032	971724
SEP#671	WY101889857	WMC301837	38N 74W 032	971725
SEP#672	WY101889858	WMC301838	38N 74W 032	971726
SEP#673	WY101889859	WMC301839	38N 74W 032	971727
SEP#674	WY101889860	WMC301840	38N 74W 032	971728
SEP#675	WY101889861	WMC301841	38N 74W 032	971729
SEP#676	WY101889862	WMC301842	38N 74W 032	971730
SEP#677	WY101889863	WMC301843	38N 74W 032	971731
SEP#678	WY101889864	WMC301844	38N 74W 032	971732

Exhibit B-24

Exhibit C

Purchase and Sale Agreement

WY State Leases

1. State of Wyoming Uranium and Associated Minerals Mining Lease #O-43497, effective February 2, 2015, including all extensions and amendments thereto.

2. State of Wyoming Uranium and Associated Minerals Mining Lease #O-43524, effective December 2, 2016, including all extensions and amendments thereto.

Exhibit C-1

Exhibit D

Purchase and Sale Agreement

Development Agreements

Patterson

Allemand

Henry

Exhibit D-1

Exhibit D-2

Exhibit E

Purchase and Sale Agreement

Escrow Instructions

April ____, 2025

American Title

Attn: [Stuart Atnip]

315 W 1^st Street

Casper, WY 82601

RE:

Long-Term Escrow Instructions for the sale and purchase of assets between Stakeholder Energy, LLC and Powder River Basin LLC – American Title Agency, Casper, Wyoming

Dear [Mr. Atnip]:

Stakeholder Energy, LLC (“Stakeholder”) and Powder River Basin LLC (“PRB”) have entered into an agreement (the “Agreement”) for the purchase and sale of certain mining assets located in Converse County, Wyoming. American Title Agency, of Casper, Wyoming (the “Escrow Agent”) shall act as the escrow agent for the duration of the Agreement (the “Transaction”). This long-term escrow instruction letter (the “Instruction Letter”) sets forth the instructions, on behalf of Stakeholder and PRB, with respect to the payment and disbursement of certain funds and the Escrow Agent’s retention and delivery of the Escrow Documents, below defined, delivered to you in connection with the Transaction. In the event you receive any other escrow instructions relating to the Transaction (except supplemental instructions duly executed by Stakeholder and PRB), please contact the undersigned immediately for further instructions. The Escrow Documents shall consist of the following (note that capitalized terms used but not defined in this Instruction Letter shall have the meaning ascribed to them in the Agreement):

(a)

The Mining Lease Assignment, executed, in counterparts, by Stakeholder and PRB;

(b)

A Quitclaim Deed, executed by Stakeholder;

(c)

The State Lease Assignment, executed, in counterparts, by Stakeholder and PRB;

(d)

The Development Agreement Assignment, executed, in counterparts, by Stakeholder and PRB;

(e)

A Foreign Investment in Real Property Tax Act Certificate executed by Stakeholder dated the Closing Date; and

(f)

any and all other customary documents reasonably necessary to convey all of Stakeholder’s interests in the Converse County Assets to PRB.

By the representative’s signature below, executed on behalf of the Escrow Agent, the Escrow Agent is hereby (a) acknowledging receipt of the Escrow Documents and a copy of the Agreement and (b) agreeing to receive, hold, and deliver funds and the Escrow Documents in accordance with the provisions hereof. The Escrow Agent is agreeing to abide by the terms of the Agreement as those terms affect the Escrow Agent and its escrow services.

Exhibit E-1

PRB will deposit $7,500,000.00 on or before [enter date of one-year anniversary of closing] with the Escrow Agent (the “Second Installment”), plus $_______ as the Escrow Agent’s escrow fee. The Escrow Agent shall promptly disburse the Second Installment to Stakeholder, or to any person or entity designated by Stakeholder in writing to the Escrow Agent. The Escrow Agent shall immediately notify Stakeholder if the Second Installment is not timely deposited and received.

PRB will deposit $7,500,000.00 on or before [enter date of two-year anniversary of closing] with the Escrow Agent (the “Final Installment”), plus $_______ as the Escrow Agent’s escrow fee. Simultaneous with its release of the Escrow Documents to PRB pursuant to Paragraph 4.a, the Escrow Agent shall promptly disburse the Final Installment to Stakeholder, or to any person or entity designated by Stakeholder in writing to the Escrow Agent. The Escrow Agent shall immediately notify Stakeholder if the Final Installment is not timely deposited and received.

Not later than three (3) days following receipt of the Final Installment, the Escrow Agent shall deliver to PRB, or any entity designated by PRB in writing to the Escrow Agent, all of the original Escrow Documents or, in accordance with PRB’s written instructions, shall record any of the Escrow Documents in the official records of Converse County, Wyoming.

Upon receiving notification from Stakeholder (copying PRB) stating that:

PRB has defaulted under the terms of the Agreement;

ii.

Stakeholder has given PRB notice of such default;

iii.

PRB has not cured such default within twenty (20) business days after Stakeholder giving such notice and has not disputed the existence of such default; and

iv.

Stakeholder has terminated and cancelled the Agreement,

the Escrow Agent shall promptly deliver all Escrow Documents to Stakeholder.

Notwithstanding Paragraph 4.b above, upon receipt of notice a timely filing of a judicial action by PRB pursuant to Section 11(f) of the Agreement, the Escrow Agent will continue to hold the Escrow Documents until receipt of a copy of a final, non-appealable decision by a court of competent jurisdiction confirming PRB’s default under the terms of the Agreement. Upon receipt of a copy of such order, the Escrow Agent shall promptly deliver all Escrow Documents to Stakeholder.

Unless the Escrow Documents have been earlier delivered to Stakeholder pursuant to Paragraph 4 above or are being held by the Escrow Agent pursuant to Paragraph 5 above, no more than three (3) days after the Escrow Agent’s receipt of the Final Installment, the Escrow Agent shall promptly deliver all Escrow Documents to PRB.

Escrow Agent agrees to keep all of the terms and conditions of this Instruction Letter, the Agreement, and the Escrow Documents, strictly confidential, and not to disclose the same to any third party unless required to do so pursuant to the terms of this Instruction Letter or as ordered by a court of competent jurisdiction.

This Instruction Letter, which has been duly executed by the Escrow Agent, constitutes the entire agreement between the parties to the Agreement and you and may not be modified except upon the express written consent of all of the undersigned.

Exhibit E-2

This Instruction Letter is governed by and is to be construed under the laws of the State of Wyoming. This Instruction Letter, amendments or supplemental instructions hereto, may be executed in counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument.

10.

Please execute this Instruction Letter below, indicating your acceptance of its terms and conditions, and deliver it to the undersigned’s attention.

Sincerely,

STAKEHOLDER ENERGY, LLC

Timm Smith, in his capacity as

Manager of Nerd Gas Company, LLC,

Manager of Stakeholder Energy, LLC

POWDER RIVER BASIN LLC

Andrew Ferrier, in his capacity as

President of Usuran Resources, Inc.,

Manager of Powder River Basin LLC

RECEIPT AND ACCEPTANCE

Receipt and acceptance of these instructions are acknowledged this ____ day of ______________, 2025.

AMERICAN TITLE AGENCY

Title

Exhibit E-3

Exhibit F

Purchase and Sale Agreement

Mining Lease Assignment

[form assignment follows]

Exhibit F-1

After Recording, Mail To:

Powder River Basin LLC

__________________

ASSIGNMENT AND ASSUMPTION OF MINING LEASES

This Assignment and Assumption of Mining Leases (this “Assignment”) is made and entered into effective as of _____, 2025 (the “Effective Date”), by and between Stakeholder Energy, LLC, a Wyoming limited liability company (“Assignor”), with a mailing address of ________________________________, and Powder River Basin LLC, a Delaware limited liability company (“Assignee”), with a mailing address of ___________________________________________________.

RECITALS

Assignor and [Enter Lessor] entered into [Reference Mining Leases] dated [Enter Date], as amended, (the “Leases”) covering certain properties described therein (the “Property”) .¹

Assignor, as Seller, and Assignee, as Buyer, are parties to that certain Purchase and Sale Agreement dated March 11, 2025 (the “Purchase Agreement”) relating to the purchase of certain assets owned by Assignor.

Pursuant to the terms and conditions of the Purchase Agreement, Assignor agreed to assign its interest in the Leases to Assignee, and Assignee has agreed to assume all of Assignor’s obligations under the Leases.

ACCORDINGLY, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged Assignor and Assignee hereby agree as follows:

1. Assignor hereby transfers, assigns, and conveys to Assignee (subject, in the case of the Wyoming state leases, to approval of the Director of the Wyoming Office of State Lands and Investments), and its successors and assigns, all of Assignor’s right, title and interest in, to and under the Leases effective as of the Effective Date.

2. Assignee hereby accepts the assignment of Assignor’s interest in the Leases, and hereby assumes all of the obligations and liabilities of Assignor under the Leases arising from and after the Effective Date and agrees, for the benefit of Assignor to perform, observe, keep and comply with all of the terms, covenants, conditions, provisions and agreements contained in the Leases on the part of Assignor to be performed, observed, kept and complied with from and after the Effective Date, subject to its right to terminate any or all of the Leases in accordance with the provisions thereof.

¹Note to Draft: To include recording information for each of the Memoranda of Leases in this Assignment and Assumption Agreement. May be easier to list the mining leases in a separate schedule.

Exhibit F-2

3. This Assignment shall be binding upon and inure to the benefit of Assignor, Assignee and their respective successors and assigns. This Assignment may be signed in any number of counterparts, all of which when taken together shall constitute one complete instrument. This Assignment will be governed by and construed under and in accordance with the laws of the State of Wyoming.

[Signature Pages Follow]

Exhibit F-3

IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as of the Effective Date.

ASSIGNOR

Stakeholder Energy, LLC


By:
Name:
Its:

STATE OF _____________	)
	: ss.
County of ______________	)

Signed and acknowledged before me on __________________, 2025, by_______________, as ______________________ of Stakeholder Energy, LLC, a Wyoming limited liability company.


	Notary Signature

Exhibit F-4

ASSIGNEE

Powder River Basin LLC, a Delaware

limited liability company


By:
Name:
Its:

STATE OF _____________	)
	: ss.
County of ______________	)

Signed and acknowledged before me on __________________, 2025, by_______________, as ______________________ of Powder River Basin LLC, a Delaware limited liability company.


	Notary Signature

Exhibit F-5

Exhibit G

Purchase and Sale Agreement

Quitclaim Deed

[form Quitclaim Deed for Unpatented Mining Claims follows]

Exhibit G-1

After Recording, Mail To:

Powder River Basin LLC

__________________

QUITCLAIM DEED

(Unpatented Mining Claims)

This Quitclaim Deed, made as of the date indicated below, is from Stakeholder Energy, LLC, a Wyoming limited liability company (“Grantor”), with a mailing address of ________________________________, to Powder River Basin LLC, a Delaware limited liability company (“Grantee”), with a mailing address of ___________________________________________________.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby remise, release and forever quitclaims and convey unto Grantee, all of Grantor’s right, title and interest in and to the six hundred sixty-six (666) unpatented lode mining claims situated in Converse County, State of Wyoming, more particularly described in Exhibit A attached hereto and incorporated herein; together with all of the associated lodes, ledges, veins and mineral-bearing rock, both known and unknown, intralimital and extralateral minerals lying within or extending beyond the boundaries of the enumerated unpatented mining claims, and all dips, spurs and angles, and all the ores, mineral bearing-quartz, rock and earth or other mineral deposits therein or thereon, and all and singular tenements, hereditaments, appurtenances, water rights, fixtures, buildings, and improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof,

TO HAVE AND TO HOLD unto Grantee, and Grantee’s successors and assigns forever, subject to the paramount title of the United States of America.

[Signature Page Follows]

Exhibit G-2

IN WITNESS WHEREOF, the Grantor has executed this Quitclaim Deed to be effective as of the ___ day of ______________, 2025.

	STAKEHOLDER ENERGY, LLC

	By:

	Its:

STATE OF _________________________	)
	) ss.
COUNTY OF ______________________	)

The foregoing instrument was acknowledged before me this ____ day of ______, 2025, by _______________, as _______________ of Stakeholder Energy, LLC, a Wyoming limited liability company.


	Notary Public

Exhibit G-3

Exhibit A

Quitclaim Deed for Unpatented Mining Claims

The following unpatented mining claims located in Converse County, Wyoming, all within the 6^th Principal Meridian:

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH #419	WY101380876	WMC298854	37N 75W 024	965142
SEH #420	WY101380877	WMC298855	37N 75W 024	965143
SEH #421	WY101380878	WMC298856	37N 75W 024	965144
SEH #434	WY101380879	WMC298869	37N 75W 014	965157
SEH #435	WY101380880	WMC298870	37N 75W 014	965158
SEH #436	WY101380881	WMC298871	37N 75W 014	965159
SEH #437	WY101380882	WMC298872	37N 75W 014	965160
SEH #438	WY101380883	WMC298873	37N 75W 014	965161
SEH #439	WY101380884	WMC298874	37N 75W 014	965162
SEH #440	WY101382082	WMC298875	37N 75W 014	965163
SEH #441	WY101382083	WMC298876	37N 75W 014	965164
SEH #442	WY101382084	WMC298877	37N 75W 023	965165
SEH #443	WY101382085	WMC298878	37N 75W 023	965166
SEH #444	WY101382086	WMC298879	37N 75W 023	965167
SEH #445	WY101382087	WMC298880	37N 75W 023	965168
SEH #446	WY101382088	WMC298881	37N 75W 023	965169
SEH #447	WY101382089	WMC298882	37N 75W 023	965170
SEH #448	WY101382090	WMC298883	37N 75W 023	965171
SEH #449	WY101382091	WMC298884	37N 75W 023	965172
SEH #450	WY101382092	WMC298885	37N 75W 023	965173
SEH #451	WY101382093	WMC298886	37N 75W 023	965174
SEH #452	WY101382094	WMC298887	37N 75W 023	965175
SEH #453	WY101382095	WMC298888	37N 75W 023	965176
SEH #454	WY101382096	WMC298889	37N 75W 023	965177
SEH #455	WY101382097	WMC298890	37N 75W 023	965178

Exhibit G-4

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH #456	WY101382098	WMC298891	37N 75W 023	965179
SEH #457	WY101382099	WMC298892	37N 75W 023	965180
SEH #458	WY101382100	WMC298893	37N 75W 023	965181
SEH #459	WY101382101	WMC298894	37N 75W 023	965182
SEH #460	WY101382102	WMC298895	37N 75W 023	965183
SEH #461	WY101383238	WMC298896	37N 75W 023	965184
SEH #462	WY101383239	WMC298897	37N 75W 023	965185
SEH #463	WY101383240	WMC298898	37N 75W 023	965186
SEH #464	WY101383241	WMC298899	37N 75W 023	965187
SEH #465	WY101383242	WMC298900	37N 75W 023	965188
SEH #466	WY101383243	WMC298901	37N 75W 023	965189
SEH #467	WY101383244	WMC298902	37N 75W 023	965190
SEH #468	WY101383245	WMC298903	37N 75W 023	965191
SEH #469	WY101383246	WMC298904	37N 75W 023	965192
SEH #470	WY101383247	WMC298905	37N 75W 023	965193
SEH #471	WY101383248	WMC298906	37N 75W 023	965194
SEH #490	WY101383249	WMC298925	37N 75W 022	965213
SEH #491	WY101383250	WMC298926	37N 75W 022	965214
SEH #492	WY101383251	WMC298927	37N 75W 022	965215
SEH #493	WY101383252	WMC298928	37N 75W 022	965216
SEH #494	WY101383253	WMC298929	37N 75W 022	965217
SEH #495	WY101383254	WMC298930	37N 75W 022	965218
SEH #496	WY101383255	WMC298931	37N 75W 022	965219
SEH #497	WY101383256	WMC298932	37N 75W 022	965220
SEH #498	WY101383257	WMC298933	37N 75W 022	965221
SEH #499	WY101383258	WMC298934	37N 75W 022	965222
SEH #500	WY101384278	WMC298935	37N 75W 022	965223
SEH #501	WY101384279	WMC298936	37N 75W 022	965224
SEH #502	WY101384280	WMC298937	37N 75W 022	965225

Exhibit G-5

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH #503	WY101384281	WMC298938	37N 75W 022	965226
SEH #504	WY101384282	WMC298939	37N 75W 022	965227
SEH #505	WY101384401	WMC298940	37N 75W 022	965228
SEH #506	WY101384402	WMC298941	37N 75W 022	965229
SEH #507	WY101384403	WMC298942	37N 75W 022	965230
SEH #508	WY101384404	WMC298943	37N 75W 022	965231
SEH #509	WY101384405	WMC298944	37N 75W 022	965232
SEH #510	WY101384406	WMC298945	37N 75W 022	965233
SEH #511	WY101384407	WMC298946	37N 75W 022	965234
SEH #512	WY101384408	WMC298947	37N 75W 022	965235
SEH #513	WY101384409	WMC298948	37N 75W 022	965236
SEH #514	WY101384410	WMC298949	37N 75W 022	965237
SEH #515	WY101384411	WMC298950	37N 75W 022	965238
SEH #516	WY101384412	WMC298951	37N 75W 022	965239
SEH #517	WY101384413	WMC298952	37N 75W 022	965240
SEH #518	WY101384414	WMC298953	37N 75W 022	965241
SEH #519	WY101384415	WMC298954	37N 75W 022	965242
SEH #520	WY101384416	WMC298955	37N 75W 022	965243
SEH #521	WY101385464	WMC298956	37N 75W 022	965244
SEH #522	WY101385465	WMC298957	37N 75W 022	965245
SEH #523	WY101385466	WMC298958	37N 75W 022	965246
SEH #524	WY101385467	WMC298959	37N 75W 022	965247
SEH #525	WY101385468	WMC298960	37N 75W 022	965248
SEH #526	WY101385469	WMC298961	37N 75W 027	965272
SEH #527	WY101385470	WMC298962	37N 75W 027	965273
SEH #528	WY101385471	WMC298963	37N 75W 027	965274
SEH #529	WY101385472	WMC298964	37N 75W 027	965275
SEH #530	WY101385473	WMC298965	37N 75W 027	965276
SEH #531	WY101385474	WMC298966	37N 75W 027	965277

Exhibit G-6

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH #532	WY101385475	WMC298967	37N 75W 027	965278
SEH #533	WY101385476	WMC298968	37N 75W 027	965279
SEH #541	WY101385477	WMC298976	37N 75W 028	965287
SEH #542	WY101385478	WMC298977	37N 75W 028	965288
SEH #543	WY101385479	WMC298978	37N 75W 028	965289
SEH #544	WY101385480	WMC298979	37N 75W 028	965290
SEH #546	WY101385481	WMC298981	37N 75W 028	965292
SEH #547	WY101385482	WMC298982	37N 75W 028	965293
SEH #548	WY101385483	WMC298983	37N 75W 028	965294
SEH #549	WY101385484	WMC298984	37N 75W 028	965295
SEA 1	WY101385714	WMC299596	37N 75W 005	966743
SEA 2	WY101385715	WMC299597	37N 75W 005	966414
SEA 9	WY101385725	WMC299604	37N 75W 006	966421
SEA 10	WY101385726	WMC299605	37N 75W 006	966422
SEA 11	WY101385727	WMC299606	37N 75W 006	966423
SEA 12	WY101385728	WMC299607	37N 75W 006	966424
SEA 13	WY101385729	WMC299608	37N 75W 005	966425
SEA 14	WY101385730	WMC299609	37N 75W 005	966426
SEA 23	WY101385731	WMC299618	38N 75W 031	966435
SEA 24	WY101385732	WMC299619	38N 75W 031	966436
SEA 25	WY101385733	WMC299620	38N 75W 031	966437
SEA 26	WY101385734	WMC299621	38N 75W 031	966438
SEA 27	WY101385735	WMC299622	38N 75W 032	966439
SEA 28	WY101385736	WMC299623	38N 75W 032	966440
SEH #551	WY101386673	WMC298986	37N 75W 028	965297
SEH #552	WY101386674	WMC298987	37N 75W 028	965298
SEH #554	WY101386675	WMC298989	37N 75W 021	965303
SEH #555	WY101386676	WMC298990	37N 75W 021	965304
SEH #556	WY101386677	WMC298991	37N 75W 021	965305

Exhibit G-7

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH #557	WY101386678	WMC298992	37N 75W 021	965306
SEH #559	WY101386679	WMC298994	37N 75W 021	965308
SEH #560	WY101386680	WMC298995	37N 75W 021	965309
SEH #561	WY101386681	WMC298996	37N 75W 021	965310
SEH #562	WY101386682	WMC298997	37N 75W 021	965311
SEH #564	WY101386683	WMC298999	37N 75W 021	965313
SEH #565	WY101386684	WMC299000	37N 75W 021	965314
SEH #566	WY101386685	WMC299001	37N 75W 021	965315
SEH #567	WY101386686	WMC299002	37N 75W 021	965316
SEH #569	WY101386687	WMC299004	37N 75W 021	965318
SEH #570	WY101386688	WMC299005	37N 75W 021	965319
SEH #571	WY101386689	WMC299006	37N 75W 021	965320
SEH #572	WY101386690	WMC299007	37N 75W 021	965321
SEH #574	WY101386691	WMC299009	37N 75W 020	965323
SEH #575	WY101386692	WMC299010	37N 75W 020	965324
SEH #576	WY101386693	WMC299011	37N 75W 020	965325
SEA 35	WY101386893	WMC299630	38N 75W 031	966447
SEA 36	WY101386894	WMC299631	38N 75W 031	966448
SEA 37	WY101386895	WMC299632	38N 75W 031	966449
SEA 38	WY101386896	WMC299633	38N 75W 031	966450
SEA 39	WY101386897	WMC299634	38N 75W 032	966451
SEA 40	WY101386898	WMC299635	38N 75W 032	966452
SEA 47	WY101386899	WMC299642	38N 75W 031	966459
SEA 48	WY101386900	WMC299643	38N 75W 031	966460
SEA 49	WY101386901	WMC299644	38N 75W 031	966461
SEA 50	WY101386902	WMC299645	38N 75W 031	966462
SEA 51	WY101386903	WMC299646	38N 75W 032	966463
SEA 52	WY101386904	WMC299647	38N 75W 032	966464
SEA 76	WY101386905	WMC299671	38N 75W 030	966488

Exhibit G-8

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEA 77	WY101386906	WMC299672	38N 75W 030	966489
SEA 78	WY101386907	WMC299673	38N 75W 029	966490
SEA 79	WY101386908	WMC299674	38N 75W 029	966491
SEA 80	WY101386909	WMC299675	38N 75W 029	966492
SEA 88	WY101386910	WMC299683	38N 75W 030	966500
SEA 89	WY101386911	WMC299684	38N 75W 030	966501
SEA 90	WY101386912	WMC299685	38N 75W 029	966502
SEA 91	WY101386913	WMC299686	38N 75W 029	966503
SEH #577	WY101387876	WMC299012	37N 75W 020	965326
SEH #578	WY101387877	WMC299013	37N 75W 020	965327
SEH #579	WY101387878	WMC299014	37N 75W 020	965328
SEH #580	WY101387879	WMC299015	37N 75W 020	965329
SEH #581	WY101387880	WMC299016	37N 75W 020	965330
SEH #582	WY101387881	WMC299017	37N 75W 020	965331
SEH #583	WY101387882	WMC299018	37N 75W 020	965332
SEH #584	WY101387883	WMC299019	37N 75W 020	965333
SEH #585	WY101387884	WMC299020	37N 75W 020	965334
SEH #586	WY101387885	WMC299021	37N 75W 020	965335
SEH #587	WY101387886	WMC299022	37N 75W 020	965336
SEH #588	WY101387887	WMC299023	37N 75W 020	965337
SEH #589	WY101387888	WMC299024	37N 75W 020	965338
SEH #590	WY101387889	WMC299025	37N 75W 020	965339
SEH #591	WY101387890	WMC299026	37N 75W 020	965340
SEH #592	WY101387891	WMC299027	37N 75W 017	965341
SEH #593	WY101387892	WMC299028	37N 75W 017	965342
SEH #594	WY101387893	WMC299029	37N 75W 017	965343
SEH #595	WY101387894	WMC299030	37N 75W 017	965344
SEH #596	WY101387895	WMC299031	37N 75W 017	965345
SEH #597	WY101387896	WMC299032	37N 75W 017	965346

Exhibit G-9

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEA 92	WY101388063	WMC299687	38N 75W 029	966504
SEA 100	WY101388064	WMC299695	38N 75W 030	966512
SEA 101	WY101388065	WMC299696	38N 75W 030	966513
SEA 102	WY101388066	WMC299697	38N 75W 029	966514
SEA 103	WY101388067	WMC299698	38N 75W 029	966515
SEA 104	WY101388068	WMC299699	38N 75W 029	966516
SEA 105	WY101388069	WMC299700	38N 75W 029	966517
SEA 106	WY101388070	WMC299701	38N 75W 029	966518
SEA 114	WY101388071	WMC299709	38N 75W 019	966526
SEA 115	WY101388072	WMC299710	38N 75W 019	966527
SEA 116	WY101388073	WMC299711	38N 75W 020	966528
SEA 117	WY101388074	WMC299712	38N 75W 020	966529
SEA 118	WY101388075	WMC299713	38N 75W 020	966530
SEA 126	WY101388076	WMC299721	38N 75W 019	966538
SEA 127	WY101388077	WMC299722	38N 75W 019	966539
SEA 128	WY101388078	WMC299723	38N 75W 020	966540
SEA 129	WY101388079	WMC299724	38N 75W 020	966541
SEA 130	WY101388080	WMC299725	38N 75W 020	966542
SEA 131	WY101388081	WMC299726	38N 75W 020	966543
SEA 132	WY101388082	WMC299727	38N 75W 020	966544
SEA 133	WY101388083	WMC299728	38N 75W 020	966545
SEA 740	WY101388086	WMC300618	38N 75W 011	967804
SEA 741	WY101388087	WMC300619	38N 75W 011	967805
SEA 742	WY101388088	WMC300620	38N 75W 011	967806
SEA 743	WY101388089	WMC300621	38N 75W 011	967807
SEA 744	WY101388090	WMC300622	38N 75W 011	967808
SEH #598	WY101389073	WMC299033	37N 75W 017	965347
SEH #599	WY101389074	WMC299034	37N 75W 017	965348
SEH #600	WY101389075	WMC299035	37N 75W 017	965349

Exhibit G-10

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH #601	WY101389076	WMC299036	37N 75W 017	965350
SEH #602	WY101389077	WMC299037	37N 75W 017	965351
SEH #603	WY101389078	WMC299038	37N 75W 017	965352
SEH #604	WY101389079	WMC299039	37N 75W 017	965353
SEH #605	WY101389080	WMC299040	37N 75W 017	965354
SEH #606	WY101389081	WMC299041	37N 75W 017	965355
SEH #607	WY101389082	WMC299042	37N 75W 017	965356
SEH #608	WY101389083	WMC299043	37N 75W 017	965357
SEH #609	WY101389084	WMC299044	37N 75W 017	965358
SEH #610	WY101389085	WMC299045	37N 75W 017	965359
SEH #611	WY101389086	WMC299046	37N 75W 017	965360
SEH #612	WY101389087	WMC299047	37N 75W 017	965361
SEH #613	WY101389088	WMC299048	37N 75W 017	965362
SEH #614	WY101389089	WMC299049	37N 75W 017	965363
SEH #615	WY101389090	WMC299050	37N 75W 017	965364
SEH #616	WY101389091	WMC299051	37N 75W 017	965365
SEH #617	WY101389092	WMC299052	37N 75W 017	965366
SEH #618	WY101389093	WMC299053	37N 75W 017	965367
SEA 134	WY101389270	WMC299729	38N 75W 020	966546
SEA 135	WY101389271	WMC299730	38N 75W 020	966547
SEA 136	WY101389272	WMC299731	38N 75W 020	966548
SEA 137	WY101389273	WMC299732	38N 75W 020	966549
SEA 138	WY101389274	WMC299733	38N 75W 020	966550
SEA 139	WY101389275	WMC299734	38N 75W 020	966551
SEA 140	WY101389276	WMC299735	38N 75W 020	966552
SEA 141	WY101389277	WMC299736	38N 75W 020	966553
SEA 142	WY101389278	WMC299737	38N 75W 020	966554
SEA 143	WY101389279	WMC299738	38N 75W 020	966555
SEA 144	WY101389280	WMC299739	38N 75W 020	966556

Exhibit G-11

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEA 145	WY101389281	WMC299740	38N 75W 020	966557
SEA 146	WY101389282	WMC299741	38N 75W 020	966558
SEA 147	WY101389283	WMC299742	38N 75W 020	966559
SEA 148	WY101389284	WMC299743	38N 75W 020	966560
SEA 158	WY101389285	WMC299753	38N 75W 017	966570
SEA 159	WY101389286	WMC299754	38N 75W 017	966571
SEA 160	WY101389287	WMC299755	38N 75W 017	966572
SEA 161	WY101389288	WMC299756	38N 75W 017	966573
SEA 162	WY101389289	WMC299757	38N 75W 017	966574
SEA 163	WY101389290	WMC299758	38N 75W 017	966575
SEH #621	WY101390283	WMC299056	37N 75W 017	965370
SEH #622	WY101390284	WMC299057	37N 75W 017	965371
SEH #623	WY101390285	WMC299058	37N 75W 017	965372
SEH #624	WY101390286	WMC299059	37N 75W 017	965373
SEH #625	WY101390287	WMC299060	37N 75W 017	965374
SEH #626	WY101390288	WMC299061	37N 75W 017	965375
SEH #627	WY101390289	WMC299062	37N 75W 017	965376
SEA 605	WY101410041	WMC300200	39N 75W 033	967018
SEA 606	WY101410042	WMC300201	39N 75W 033	967019
SEA 607	WY101410043	WMC300202	39N 75W 033	967020
SEA 611	WY101410044	WMC300206	39N 75W 028	967024
SEA 612	WY101410045	WMC300207	39N 75W 028	967025
SEA 613	WY101410046	WMC300208	39N 75W 028	967026
SEA 614	WY101410047	WMC300209	39N 75W 028	967027
SEA 625	WY101410048	WMC300220	39N 75W 028	967038
SEA 626	WY101410049	WMC300221	39N 75W 028	967039
SEA 627	WY101410050	WMC300222	39N 75W 028	967040
SEA 628	WY101410051	WMC300223	39N 75W 028	967041
SEH#861	WY101410128	WMC311846	37N 74W 007 and 008	1048925

Exhibit G-12

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#862	WY101410129	WMC311847	37N 74W 007	1048926
SEH#863	WY101410130	WMC311848	37N 74W 007	1048927
SEA 164	WY101470491	WMC299759	38N 75W 017	966576
SEA 165	WY101470492	WMC299760	38N 75W 017	966577
SEA 166	WY101470493	WMC299761	38N 75W 017	966578
SEA 185	WY101470494	WMC299780	38N 75W 017	966597
SEA 186	WY101470495	WMC299781	38N 75W 017	966598
SEA 187	WY101470496	WMC299782	38N 75W 017	966599
SEA 188	WY101470497	WMC299783	38N 75W 017	966600
SEA 189	WY101470498	WMC299784	38N 75W 017	966601
SEA 190	WY101470499	WMC299785	38N 75W 008	966602
SEA 191	WY101470500	WMC299786	38N 75W 008	966603
SEA 192	WY101470501	WMC299787	38N 75W 008	966604
SEA 193	WY101470502	WMC299788	38N 75W 008	966605
SEA 194	WY101470503	WMC299789	38N 75W 008	966606
SEA 195	WY101470504	WMC299790	38N 75W 008	966607
SEA 196	WY101470505	WMC299791	38N 75W 008	966608
SEA 206	WY101470506	WMC299801	38N 75W 008	966618
SEA 207	WY101470507	WMC299802	38N 75W 008	966619
SEA 208	WY101470508	WMC299803	38N 75W 008	966620
SEA 212	WY101470509	WMC299807	38N 75W 008	966624
SEA 213	WY101470510	WMC299808	38N 75W 008	966625
SEA 214	WY101470511	WMC299809	38N 75W 008	966626
SEA 218	WY101471670	WMC299813	38N 75W 008	966630
SEA 219	WY101471671	WMC299814	38N 75W 008	966631
SEA 220	WY101471672	WMC299815	38N 75W 008	966632
SEA 224	WY101471673	WMC299819	38N 75W 005	966636
SEA 225	WY101471674	WMC299820	38N 75W 005	966637
SEA 226	WY101471675	WMC299821	38N 75W 005	966638

Exhibit G-13

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEA 227	WY101471676	WMC299822	38N 75W 005	966639
SEA 249	WY101471677	WMC299844	38N 75W 005	966661
SEA 250	WY101471678	WMC299845	38N 75W 005	966662
SEA 251	WY101471679	WMC299846	38N 75W 005	966663
SEA 252	WY101471680	WMC299847	38N 75W 005	966664
SEA 253	WY101471681	WMC299848	38N 75W 005	966665
SEA 254	WY101471682	WMC299849	38N 75W 005	966666
SEA 265	WY101471683	WMC299860	38N 75W 005	966677
SEA 266	WY101471684	WMC299861	38N 75W 005	966678
SEA 267	WY101471685	WMC299862	38N 75W 005	966679
SEA 268	WY101471686	WMC299863	38N 75W 005	966680
SEA 269	WY101471687	WMC299864	38N 75W 005	966681
SEA 270	WY101471688	WMC299865	38N 75W 005	966682
SEA 297	WY101471689	WMC299892	39N 75W 032	966709
SEA 298	WY101471690	WMC299893	39N 75W 032	966710
SEH #534	WY101472610	WMC298969	37N 75W 027	965280
SEA 299	WY101473905	WMC299894	39N 75W 032	966711
SEA 311	WY101473906	WMC299906	39N 75W 032	966723
SEA 312	WY101473907	WMC299907	39N 75W 032	966724
SEA 313	WY101473908	WMC299908	39N 75W 032	966725
SEA 314	WY101473909	WMC299909	39N 75W 032	966726
SEA 315	WY101473910	WMC299910	39N 75W 032	966727
SEA 316	WY101473911	WMC299911	39N 75W 032	966728
SEA 317	WY101473912	WMC299912	39N 75W 032	966729
SEA 329	WY101473913	WMC299924	39N 75W 032	966741
SEA 330	WY101473914	WMC299925	39N 75W 032	966742
SEA 331	WY101473915	WMC299926	39N 75W 032	966744
SEA 332	WY101473916	WMC299927	39N 75W 032	966745
SEA 333	WY101473917	WMC299928	39N 75W 032	966746

Exhibit G-14

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEA 334	WY101473918	WMC299929	39N 75W 032	966747
SEA 335	WY101473919	WMC299930	39N 75W 032	966748
SEA 395	WY101473920	WMC299990	38N 75W 028	966808
SEA 396	WY101473921	WMC299991	38N 75W 028	966809
SEA 440	WY101473922	WMC300035	38N 75W 015	966853
SEA 441	WY101473923	WMC300036	38N 75W 015	966854
SEA 442	WY101473924	WMC300037	38N 75W 015	966855
SEA 452	WY101473925	WMC300047	38N 75W 015	966865
SEA 453	WY101474916	WMC300048	38N 75W 015	966866
SEA 590	WY101474917	WMC300185	39N 75W 033	967003
SEA 591	WY101474918	WMC300186	39N 75W 033	967004
SEA 592	WY101474919	WMC300187	39N 75W 033	967005
SEA 593	WY101474920	WMC300188	39N 75W 033	967006
SEA 594	WY101474921	WMC300189	39N 75W 033	967007
SEA 601	WY101474922	WMC300196	39N 75W 033	967014
SEA 602	WY101474923	WMC300197	39N 75W 033	967015
SEA 603	WY101474924	WMC300198	39N 75W 033	967016
SEA 604	WY101474925	WMC300199	39N 75W 033	967017
SEP#679	WY101560644	WMC301845	38N 74W 032	971733
SEP#680	WY101560645	WMC301846	38N 74W 032	971734
SEP#681	WY101560646	WMC301847	38N 74W 032	971735
SEP#682	WY101560647	WMC301848	38N 74W 032	971736
SEP#683	WY101560648	WMC301849	38N 74W 032	971737
SEP#684	WY101560649	WMC301850	38N 74W 032	971738
SEP#685	WY101560650	WMC301851	38N 74W 032	971739
SEP#686	WY101560651	WMC301852	38N 74W 032	971740
SEP#687	WY101560652	WMC301853	38N 74W 032	971741
SEP#688	WY101560653	WMC301854	38N 74W 032	971742
SEP#689	WY101560654	WMC301855	38N 74W 029	971743

Exhibit G-15

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEP#690	WY101560655	WMC301856	38N 74W 029	971744
SEP#691	WY101560656	WMC301857	38N 74W 029	971745
SEP#692	WY101560657	WMC301858	38N 74W 029	971746
SEP#693	WY101560658	WMC301859	38N 74W 029	971747
SEP#694	WY101560659	WMC301860	38N 74W 029	971748
SEP#695	WY101560660	WMC301861	38N 74W 029	971749
SEP#696	WY101560661	WMC301862	38N 74W 029	971750
SEP#697	WY101560662	WMC301863	38N 74W 029	971751
SEP#698	WY101560663	WMC301864	38N 74W 029	971752
SEP#699	WY101560664	WMC301865	38N 74W 029	971753
SEP#700	WY101561444	WMC301866	38N 74W 029	971754
SEP#701	WY101561445	WMC301867	38N 74W 029	971755
SEP#702	WY101561446	WMC301868	38N 74W 029	971756
SEP#703	WY101561447	WMC301869	38N 74W 029	971757
SEP#704	WY101561448	WMC301870	38N 74W 029	971758
SEP#705	WY101561449	WMC301871	38N 74W 029	971759
SEP#706	WY101561450	WMC301872	38N 74W 020	971760
SEP#707	WY101561451	WMC301873	38N 74W 020	971761
SEP#708	WY101561452	WMC301874	38N 74W 020	971762
SEP#709	WY101561453	WMC301875	38N 74W 020	971763
SEP#710	WY101561454	WMC301876	38N 74W 020	971764
SEP#711	WY101561455	WMC301877	38N 74W 020	971765
SEP#712	WY101561456	WMC301878	38N 74W 020	971766
SEP#713	WY101561457	WMC301879	38N 74W 020	971767
SEP#714	WY101561458	WMC301880	38N 74W 020	971768
SEP#715	WY101561459	WMC301881	38N 74W 020	971769
SEP#716	WY101561460	WMC301882	38N 74W 020	971770
SEP#717	WY101561461	WMC301883	38N 74W 020	971771
SEP#718	WY101561462	WMC301884	38N 74W 020	971772

Exhibit G-16

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEP#719	WY101561463	WMC301885	38N 74W 020	971773
SEP#720	WY101561464	WMC301886	38N 74W 020	971774
SEP#721	WY101562244	WMC301887	38N 74W 020	971775
SEP#722	WY101562245	WMC301888	38N 74W 020	971776
SEP#723	WY101562246	WMC301889	38N 74W 033	971777
SEP#724	WY101562247	WMC301890	38N 74W 033	971778
SEP#725	WY101562248	WMC301891	38N 74W 033	971779
SEP#726	WY101562249	WMC301892	38N 74W 033	971780
SEP#727	WY101562250	WMC301893	38N 74W 033	971781
SEP#728	WY101562251	WMC301894	38N 74W 033	971782
SEP#729	WY101562252	WMC301895	38N 74W 028	971783
SEP#730	WY101562253	WMC301896	38N 74W 028	971784
SEP#731	WY101562254	WMC301897	38N 74W 028	971785
SEP#732	WY101562255	WMC301898	38N 74W 028	971786
SEP#733	WY101562256	WMC301899	38N 74W 028	971787
SEP#734	WY101562257	WMC301900	38N 74W 028	971788
SEP#735	WY101562258	WMC301901	38N 74W 028	971789
SEP#736	WY101562259	WMC301902	38N 74W 028	971790
SEH#137	WY101654738	WMC295940	37N 74W 008	953200
SEH#138	WY101654739	WMC295941	37N 74W 008	953201
SEH#139	WY101654740	WMC295942	37N 74W 008	953202
SEH#140	WY101654741	WMC295943	37N 74W 008	953203
SEH#141	WY101654742	WMC295944	37N 74W 008	953204
SEH#142	WY101654743	WMC295945	37N 74W 008	953205
SEH#143	WY101654744	WMC295946	37N 74W 008	953206
SEH#144	WY101654745	WMC295947	37N 74W 008	953207
SEH#145	WY101654746	WMC295948	37N 74W 008	953208
SEH#146	WY101654747	WMC295949	37N 74W 008	953209
SEH#147	WY101654748	WMC295950	37N 74W 008	953210

Exhibit G-17

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#148	WY101654749	WMC295951	37N 74W 008	953211
SEH#149	WY101654750	WMC295952	37N 74W 008	953212
SEH#150	WY101654751	WMC295953	37N 74W 008	953213
SEH#155	WY101654752	WMC295958	37N 74W 005	953218
SEH#156	WY101654753	WMC295959	37N 74W 005	953219
SEH#157	WY101654754	WMC295960	37N 74W 005	953220
SEH#158	WY101654755	WMC295961	37N 74W 005	953221
SEH#159	WY101654756	WMC295962	37N 74W 005	953222
SEH#162	WY101654757	WMC295965	37N 74W 005	953225
SEH#163	WY101654758	WMC295966	37N 74W 005	953226
SEH#164	WY101655355	WMC295967	37N 74W 005	953078
SEH#165	WY101655356	WMC295968	37N 74W 005	953079
SEH#166	WY101655357	WMC295969	37N 74W 005	953080
SEH#167	WY101655358	WMC295970	37N 74W 005	953077
SEH#168	WY101656576	WMC295971	37N 74W 005	953076
SEH#169	WY101656577	WMC295972	37N 74W 005	953075
SEH#170	WY101656578	WMC295973	37N 74W 005	953074
SEH#171	WY101656579	WMC295974	37N 74W 005	953073
SEH#1	WY101659179	WMC295804	37N 75W 024	953231
SEH#2	WY101659180	WMC295805	37N 75W 024	953232
SEH#3	WY101659972	WMC295806	37N 75W 024	953233
SEH#4	WY101659973	WMC295807	37N 75W 024	953234
SEH#5	WY101659974	WMC295808	37N 75W 024	953235
SEH#6	WY101659975	WMC295809	37N 75W 024	953236
SEH#7	WY101659976	WMC295810	37N 75W 024	953237
SEH#8	WY101659977	WMC295811	37N 75W 024	953238
SEH#9	WY101659978	WMC295812	37N 75W 024	953239
SEH#10	WY101659979	WMC295813	37N 75W 024	953240
SEH#11	WY101659980	WMC295814	37N 75W 024	953241

Exhibit G-18

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#12	WY101659981	WMC295815	37N 75W 024	953242
SEH#13	WY101659982	WMC295816	37N 75W 024	953243
SEH#14	WY101659983	WMC295817	37N 75W 024	953244
SEH#15	WY101659984	WMC295818	37N 75W 024	953245
SEH#16	WY101659985	WMC295819	37N 75W 024	953246
SEH#17	WY101880538	WMC295820	37N 75W 024	953247
SEH#18	WY101880539	WMC295821	37N 75W 024	953248
SEH#19	WY101880540	WMC295822	37N 75W 024	953249
SEH#20	WY101880541	WMC295823	37N 75W 024	953250
SEH#21	WY101880542	WMC295824	37N 75W 024	953251
SEH#22	WY101880543	WMC295825	37N 75W 024	953252
SEH#23	WY101880544	WMC295826	37N 75W 024	953253
SEH#24	WY101880545	WMC295827	37N 75W 024	953254
SEH#25	WY101880546	WMC295828	37N 75W 024	953255
SEH#26	WY101880547	WMC295829	37N 75W 024	953256
SEH#27	WY101880548	WMC295830	37N 75W 024	953257
SEH#28	WY101880549	WMC295831	37N 75W 024	953258
SEH#29	WY101880550	WMC295832	37N 75W 024	953259
SEH#30	WY101880551	WMC295833	37N 75W 013	953260
SEH#31	WY101880552	WMC295834	37N 75W 013	953261
SEH#33	WY101880553	WMC295836	37N 75W 013	953263, amended at 966408
SEH#34	WY101880554	WMC295837	37N 75W 013	953264, amended at 966409
SEH#35	WY101880555	WMC295838	37N 75W 013	953265, amended at 966410
SEH#36	WY101880556	WMC295839	37N 75W 013	953266, amended at 966411
SEH#37	WY101880557	WMC295840	37N 75W 013	953267, amended at 966412

Exhibit G-19

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#38	WY101880558	WMC295841	37N 75W 013	953268
SEH#172	WY101880559	WMC295975	37N 74W 005	953072
SEH#173	WY101880560	WMC295976	37N 74W 005	953071
SEH#174	WY101880561	WMC295977	37N 74W 005	953070
SEH#175	WY101880562	WMC295978	37N 74W 005	953069
SEH#176	WY101880563	WMC295979	37N 74W 005	953068
SEH#177	WY101880564	WMC295980	37N 74W 005	953067
SEH#178	WY101880565	WMC295981	37N 74W 005	953066
SEH#179	WY101880566	WMC295982	37N 74W 005	953065
SEH#180	WY101880567	WMC295983	37N 74W 005	953064
SEH#181	WY101880568	WMC295984	37N 74W 005	953063
SEH#182	WY101880569	WMC295985	37N 74W 005	953062
SEH#225	WY101880570	WMC296028	37N 74W 009	953288
SEH#234	WY101880571	WMC296037	37N 74W 009	953297
SEH#243	WY101880572	WMC296046	37N 74W 009	953306
SEH#244	WY101880573	WMC296047	37N 74W 009	953307
SEH#245	WY101880574	WMC296048	37N 74W 009	953308
SEH#246	WY101880575	WMC296049	37N 74W 009	953309
SEH#247	WY101880576	WMC296050	37N 74W 009	953310
SEH#248	WY101880577	WMC296051	37N 74W 009	953311
SEH#249	WY101880578	WMC296052	37N 74W 004	953312
SEH#250	WY101880579	WMC296053	37N 74W 004	953313
SEH#39	WY101881338	WMC295842	37N 75W 013	953269
SEH#40	WY101881339	WMC295843	37N 75W 013	953270
SEH#41	WY101881340	WMC295844	37N 75W 013	953271
SEH#42	WY101881341	WMC295845	37N 75W 013	953272
SEH#43	WY101881342	WMC295846	37N 75W 013	953273
SEH#44	WY101881343	WMC295847	37N 75W 013	953274
SEH#45	WY101881344	WMC295848	37N 75W 013	953275

Exhibit G-20

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#46	WY101881345	WMC295849	37N 75W 013	953276
SEH#47	WY101881346	WMC295850	37N 75W 013	953277
SEH#48	WY101881347	WMC295851	37N 75W 013	953278
SEH#49	WY101881348	WMC295852	37N 75W 013	953279
SEH#50	WY101881349	WMC295853	37N 75W 013	953280
SEH#54	WY101881350	WMC295857	37N 75W 013	953017
SEH#55	WY101881351	WMC295858	37N 75W 013	953018
SEH#56	WY101881352	WMC295859	37N 75W 013	953019
SEH#57	WY101881353	WMC295860	37N 75W 013	953020
SEH#63	WY101881354	WMC295866	37N 74W 018	953026
SEH#64	WY101881355	WMC295867	37N 74W 018	953027
SEH#65	WY101881356	WMC295868	37N 74W 018	953028
SEH#66	WY101881357	WMC295869	37N 74W 018	953029
SEH#67	WY101881358	WMC295870	37N 74W 018	953030, amended at 966407
SEH#251	WY101881359	WMC296054	37N 74W 004	953314
SEH#252	WY101881360	WMC296055	37N 74W 004	953315
SEH#253	WY101881361	WMC296056	37N 74W 004	953316
SEH#295	WY101881362	WMC296098	37N 74W 015	953408
SEH#296	WY101881363	WMC296099	37N 74W 015	953409
SEH#297	WY101881364	WMC296100	37N 74W 015	953410
SEH#298	WY101881365	WMC296101	37N 74W 015	953411
SEH#299	WY101881366	WMC296102	37N 74W 015	953412
SEH#300	WY101881367	WMC296103	37N 74W 015	953413
SEH#301	WY101881368	WMC296104	37N 74W 015	953414
SEH#302	WY101881369	WMC296105	37N 74W 015	953415
SEH#303	WY101881370	WMC296106	37N 74W 015	953416
SEH#369	WY101881371	WMC296172	37N 74W 014	953333
SEH#370	WY101881372	WMC296173	37N 74W 014	953334

Exhibit G-21

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#371	WY101881373	WMC296174	37N 74W 014	953335
SEH#376	WY101881374	WMC296179	37N 74W 014	953340
SEH#377	WY101881375	WMC296180	37N 74W 014	953341
SEH#378	WY101881376	WMC296181	37N 74W 014	953342
SEH#68	WY101881964	WMC295871	37N 74W 018	953131
SEH#69	WY101881965	WMC295872	37N 74W 018	953132
SEH#70	WY101881966	WMC295873	37N 74W 018	953133
SEH#71	WY101881967	WMC295874	37N 74W 018	953134
SEH#72	WY101881968	WMC295875	37N 74W 018	953135
SEH#73	WY101881969	WMC295876	37N 74W 018	953136
SEH#74	WY101881970	WMC295877	37N 74W 018	953137
SEH#75	WY101881971	WMC295878	37N 74W 018	953138
SEH#76	WY101881972	WMC295879	37N 74W 018	953139
SEH#77	WY101881973	WMC295880	37N 74W 007	953140
SEH#78	WY101881974	WMC295881	37N 74W 007	953141
SEH#79	WY101881975	WMC295882	37N 74W 007	953142
SEH#80	WY101881976	WMC295883	37N 74W 007	953143
SEH#81	WY101881977	WMC295884	37N 74W 007	953144
SEH#82	WY101881978	WMC295885	37N 74W 007	953145
SEH#83	WY101881979	WMC295886	37N 74W 007	953146
SEH#84	WY101881980	WMC295887	37N 74W 007	953147
SEH#85	WY101881981	WMC295888	37N 74W 007	953148
SEH#86	WY101881982	WMC295889	37N 74W 007	953149
SEH#87	WY101881983	WMC295890	37N 74W 007	953150
SEH#88	WY101881984	WMC295891	37N 74W 007	953151
SEH#89	WY101882580	WMC295892	37N 74W 007	953152
SEH#90	WY101882581	WMC295893	37N 74W 007	953153
SEH#91	WY101882582	WMC295894	37N 74W 007	953154
SEH#92	WY101882583	WMC295895	37N 74W 007	953155

Exhibit G-22

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEH#93	WY101882584	WMC295896	37N 74W 007	953156
SEH#94	WY101882585	WMC295897	37N 74W 007	953157
SEH#120	WY101882586	WMC295923	37N 74W 017	953183
SEH#121	WY101882587	WMC295924	37N 74W 017	935184
SEH#122	WY101882588	WMC295925	37N 74W 017	935185
SEH#123	WY101882589	WMC295926	37N 74W 008	953186
SEH#124	WY101882590	WMC295927	37N 74W 008	953187
SEH#126	WY101882591	WMC295929	37N 74W 008	953189
SEH#127	WY101882592	WMC295930	37N 74W 008	953190
SEH#128	WY101882593	WMC295931	37N 74W 008	953191
SEH#129	WY101882594	WMC295932	37N 74W 008	953192
SEH#130	WY101882595	WMC295933	37N 74W 008	953193
SEH#131	WY101882596	WMC295934	37N 74W 008	953194
SEH#132	WY101882597	WMC295935	37N 74W 008	953195
SEH#134	WY101882598	WMC295937	37N 74W 008	953197
SEH#135	WY101882599	WMC295938	37N 74W 008	953198
SEH#136	WY101882600	WMC295939	37N 74W 008	953199
SEP#08	WY101885841	WMC301174	37N 75W 007	971062
SEP#09	WY101885842	WMC301175	37N 75W 007	971063
SEP#10	WY101886622	WMC301176	37N 75W 007	971064
SEP#11	WY101886623	WMC301177	37N 75W 007	971065
SEP#26	WY101886624	WMC301192	37N 75W 007	971080
SEP#27	WY101886625	WMC301193	37N 75W 007	971081
SEP#28	WY101886626	WMC301194	37N 75W 007	971082
SEP#29	WY101886627	WMC301195	37N 75W 007	971083
SEP#30	WY101886628	WMC301196	37N 75W 007	971084
SEP#31	WY101886629	WMC301197	37N 75W 007	971085
SEP#42	WY101886630	WMC301208	37N 75W 006	971096
SEP#43	WY101886631	WMC301209	37N 75W 006	971097

Exhibit G-23

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEP#44	WY101886632	WMC301210	37N 75W 006	971098
SEP#45	WY101886633	WMC301211	37N 75W 006	971099
SEP#46	WY101886634	WMC301212	37N 75W 006	971100
SEP#47	WY101886635	WMC301213	37N 75W 006	971101
SEP#48	WY101886636	WMC301214	37N 75W 006	971102
SEP#49	WY101886637	WMC301215	37N 75W 006	971103
SEP#60	WY101886638	WMC301226	37N 75W 006	971114
SEP#61	WY101886639	WMC301227	37N 75W 006	971115
SEP#62	WY101886640	WMC301228	37N 75W 006	971116
SEP#63	WY101886641	WMC301229	37N 75W 006	971117
SEP#64	WY101886642	WMC301230	37N 75W 008	971118
SEP#65	WY101887422	WMC301231	37N 75W 008	971119
SEP#66	WY101887423	WMC301232	37N 75W 008	971120
SEP#67	WY101887424	WMC301233	37N 75W 008	971121
SEP#78	WY101887425	WMC301244	37N 75W 008	971132
SEP#79	WY101887426	WMC301245	37N 75W 008	971133
SEP#80	WY101887427	WMC301246	37N 75W 008	971134
SEP#81	WY101887428	WMC301247	37N 75W 008	971135
SEP#82	WY101887429	WMC301248	37N 75W 008	971136
SEP#83	WY101887430	WMC301249	37N 75W 008	971137
SEP#84	WY101887431	WMC301250	37N 75W 008	971138
SEP#85	WY101887432	WMC301251	37N 75W 008	971139
SEP#98	WY101887433	WMC301264	37N 75W 008	971152
SEP#99	WY101887434	WMC301265	37N 75W 008	971153
SEP#100	WY101887435	WMC301266	37N 75W 005	971154
SEP#101	WY101887436	WMC301267	37N 75W 005	971155
SEP#116	WY101887437	WMC301282	37N 75W 005	971170
SEP#117	WY101887438	WMC301283	37N 75W 005	971171
SEP#463	WY101887439	WMC301629	37N 75W 012	971517

Exhibit G-24

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEP#464	WY101887440	WMC301630	37N 75W 012	971518
SEP#465	WY101887441	WMC301631	37N 75W 012	971519
SEP#466	WY101887442	WMC301632	37N 75W 012	971520
SEP#487	WY101888244	WMC301653	37N 75W 001	971541
SEP#488	WY101888245	WMC301654	37N 75W 001	971542
SEP#489	WY101888246	WMC301655	37N 75W 001	971543
SEP#490	WY101888247	WMC301656	37N 75W 001	971544
SEP#499	WY101888248	WMC301665	37N 75W 001	971553
SEP#500	WY101888249	WMC301666	37N 75W 001	971554
SEP#557	WY101888250	WMC301723	38N 74W 031	971611
SEP#558	WY101888251	WMC301724	38N 74W 031	971612
SEP#559	WY101888252	WMC301725	38N 74W 031	971613
SEP#560	WY101888253	WMC301726	38N 74W 031	971614
SEP#561	WY101888254	WMC301727	38N 74W 031	971615
SEP#562	WY101888255	WMC301728	38N 74W 031	971616
SEP#563	WY101888256	WMC301729	38N 74W 031	971617
SEP#564	WY101888257	WMC301730	38N 74W 031	971618
SEP#577	WY101888258	WMC301743	38N 74W 030	971631
SEP#578	WY101888259	WMC301744	38N 74W 030	971632
SEP#579	WY101888260	WMC301745	38N 74W 030	971633
SEP#580	WY101888261	WMC301746	38N 74W 030	971634
SEP#591	WY101888262	WMC301757	38N 74W 030	971645
SEP#592	WY101888263	WMC301758	38N 74W 030	971646
SEP#593	WY101888264	WMC301759	38N 74W 030	971647
SEP#594	WY101889044	WMC301760	38N 74W 030	971648
SEP#595	WY101889045	WMC301761	38N 74W 019	971649
SEP#596	WY101889046	WMC301762	38N 74W 019	971650
SEP#597	WY101889047	WMC301763	38N 74W 019	971651
SEP#598	WY101889048	WMC301764	38N 74W 019	971652

Exhibit G-25

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEP#609	WY101889049	WMC301775	38N 74W 019	971663
SEP#610	WY101889050	WMC301776	38N 74W 019	971664
SEP#611	WY101889051	WMC301777	38N 74W 019	971665
SEP#612	WY101889052	WMC301778	38N 74W 019	971666
SEP#613	WY101889053	WMC301779	38N 74W 019	971667
SEP#614	WY101889054	WMC301780	38N 74W 019	971668
SEP#625	WY101889055	WMC301791	38N 74W 019	971679
SEP#626	WY101889056	WMC301792	38N 74W 019	971680
SEP#627	WY101889057	WMC301793	38N 74W 019	971681
SEP#628	WY101889058	WMC301794	38N 74W 019	971682
SEP#629	WY101889059	WMC301795	38N 74W 018	971683
SEP#630	WY101889060	WMC301796	38N 74W 018	971684
SEP#631	WY101889061	WMC301797	38N 74W 018	971685
SEP#632	WY101889062	WMC301798	38N 74W 018	971686
SEP#641	WY101889063	WMC301807	38N 74W 018	971695
SEP#642	WY101889064	WMC301808	38N 74W 018	971696
SEP#643	WY101889844	WMC301809	38N 74W 018	971697
SEP#659	WY101889845	WMC301825	38N 74W 032	971713
SEP#660	WY101889846	WMC301826	38N 74W 032	971714
SEP#661	WY101889847	WMC301827	38N 74W 032	971715
SEP#662	WY101889848	WMC301828	38N 74W 032	971716
SEP#663	WY101889849	WMC301829	38N 74W 032	971717
SEP#664	WY101889850	WMC301830	38N 74W 032	971718
SEP#665	WY101889851	WMC301831	38N 74W 032	971719
SEP#666	WY101889852	WMC301832	38N 74W 032	971720
SEP#667	WY101889853	WMC301833	38N 74W 032	971721
SEP#668	WY101889854	WMC301834	38N 74W 032	971722
SEP#669	WY101889855	WMC301835	38N 74W 032	971723
SEP#670	WY101889856	WMC301836	38N 74W 032	971724

Exhibit G-26

				County
				Recording
		Legacy Serial	Township Range	(Instrument
Claim Name	Serial Number	Number	Section	No.)
SEP#671	WY101889857	WMC301837	38N 74W 032	971725
SEP#672	WY101889858	WMC301838	38N 74W 032	971726
SEP#673	WY101889859	WMC301839	38N 74W 032	971727
SEP#674	WY101889860	WMC301840	38N 74W 032	971728
SEP#675	WY101889861	WMC301841	38N 74W 032	971729
SEP#676	WY101889862	WMC301842	38N 74W 032	971730
SEP#677	WY101889863	WMC301843	38N 74W 032	971731
SEP#678	WY101889864	WMC301844	38N 74W 032	971732

Exhibit G-27

Exhibit H

Purchase and Sale Agreement

Assignment and Assumption of Wyoming State Leases

[assignment form follows]

Exhibit H-1

ASSIGNMENT

OFFICE OF STATE LANDS AND INVESTMENTS
STATE OF WYOMING

KNOW ALL MEN BY THESE PRESENTS: That I, we, _____________________________________________________________________, assignor, being lessee, lessees, under that certain State of Wyoming Lease bearing Serial ______________ number ________________, and covering land situate in ____________________ County, Counties, described as follows:

and containing __________ acres more or less, for and in consideration of the sum of __________ Dollars ($ ) in hand paid, the receipt of which is hereby acknowledged, do hereby sell, assign, transfer and set over unto ______________________________________________________________ of ____________________________, assignee, all rights, title and interest of assignor in and to said lease insofar as it covers the following described land:

and containing __________ acres, more or less, reserving, however, unto assignor

TO HAVE AND TO HOLD unto the said ______________________________ successors and assigns, subject to the terms and conditions of said lease, the grants and reservations herein contain extending to any renewal lease, substitute lease or new lease issued in lieu thereof with full effect.

IN WITNESS WHEREOF, this instrument executed this _______ day of ______________, ______

WITNESS:
			Assignor-Lessee

	By
			President

		Attest
(SEAL)
			Secretary

ACKNOWLEDGEMENT (For use by Individual)

State of _________________________	}
	ss
County of ______________________	}

On this ____________ day of ______________, A.D. 20____, before me personally appeared _________________________________ to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

Witness my hand and seal this _______ day of _____________, A.D. 20____.

(SEAL)
			Notary Public

My Commission expires:

ACKNOWLEDGEMENT (For use by Corporation)

State of _________________________	}
	ss
County of ______________________	}

On this _________ day of ______________, A.D. 20____, before me personally appeared _________________________________, to me personally known, who, being by me duly sworn, did say that he is the ____________ of _________________________ and that the seal affixed to said instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of

Directors, and ____________________________________________ acknowledged said instrument to be the free act and deed of said corporation.

Witness my hand and seal this _______ day of ________________, A.D. 20____.

(SEAL)
				Notary Public

My Commission Expires: _______________________________

Assignment recorded in the Office of the OFFICE OF STATE LANDS AND INVESTMENTS:

(Fee for recording this form of assignment is $40.00. If other terms are desired incorporated in the assignment a special form should be prepared and signed copies forwarded to the OFFICE OF STATE LANDS AND INVESTMENTS in duplicate, as one copy is retained for the office record.)

Exhibit H-2

Exhibit I

Purchase and Sale Agreement

Development Agreements Assignment

[assignment form follows]

Exhibit I-1

After Recording, Mail To:

Powder River Basin LLC

ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENTS

This Assignment and Assumption of Development Agreements (this “Assignment”) is made and entered into effective as of _____, 2025 (the “Effective Date”), by and between Stakeholder Energy, LLC, a Wyoming limited liability company (“Assignor”), with a mailing address of ________________________________, and Powder River Basin LLC, a Delaware limited liability company (“Assignee”), with a mailing address of ___________________________________________________.

RECITALS

A.	Assignor and [Enter Lessor] entered into [Reference Name(s) of Lease(s) and Agreement(s)] dated [Enter Date], as amended, (collectively, the “Contracts”) covering certain properties described therein (the “Property”). ²

B.	Assignor, as Seller, and Assignee, as Buyer, are parties to that certain Purchase and Sale Agreement dated ________ __, 2025 (the “Purchase Agreement”) relating to the purchase of certain assets owned by Assignor.

C.	Pursuant to the terms and conditions of the Purchase Agreement, Assignor agreed to assign its interest in the Contracts to Assignee, and Assignee has agreed to assume all of Assignor’s obligations under the Contracts.

ACCORDINGLY, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged Assignor and Assignee hereby agree as follows:

1. Assignor hereby transfers, assigns, and conveys to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the Contracts effective as of the Effective Date.

2. Assignee hereby accepts the assignment of Assignor’s interest in the Contracts, and hereby assumes all of the obligations and liabilities of Assignor under the Contracts arising from and after the Effective Date and agrees, for the benefit of Assignor to perform, observe, keep and comply with all of the terms, covenants, conditions, provisions and agreements contained in the Contracts on the part of Assignor to be performed, observed, kept and complied with from and after the Effective Date, subject to its right to terminate any or all of the Contracts in accordance with the provisions thereof.

² Note to Draft: It may be easier to move this information to a schedule to the assignment.

Exhibit I-2

[Signature Page Follows]

Exhibit I-3

IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as of the Effective Date.

ASSIGNOR

Stakeholder Energy, LLC

By: ____________________

Name: _________________

Its: ____________________

STATE OF _____________	)
	: ss.
County of ______________	)

Signed and acknowledged before me on __________________, 2025, by______________, as ______________________ of Stakeholder Energy, LLC, a Wyoming limited liability company.

Notary Signature

ASSIGNEE

Powder River Basin LLC,

a Delaware limited liability company

By: ____________________

Name: _________________

Its: ____________________

STATE OF _____________	)
	: ss.
County of ______________	)

Exhibit I-4

Signed and acknowledged before me on __________________, 2025, by______________, as ______________________ of Powder River Basin LLC, a Delaware limited liability company.

Notary Signature

Exhibit I-5

Exhibit J

Purchase and Sale Agreement

[form Estoppel Certificate to follow]

Exhibit J-1

ESTOPPEL CERTIFICATE

This Estoppel Certificate (this “Certificate”), dated _____________, 2025 (the “Effective Date”), is executed and delivered by ______________ (“[Counterparty Name(s) / Lessor(s)]”), for the benefit of Acquiror (as defined below). [Counterparty Name(s) / Lessor(s)] and Stakeholder Energy, LLC (“Stakeholder”) are parties to that [Surface Use Agreement / Uranium Exploration and Development Agreement / Uranium and Mineral Lease Agreement] dated ________________ (the “[SUA / E&D Agreement / Lease]”), pursuant to which [Counterparty Name(s) / Lessor(s)] [has / have] [granted certain rights / leased] to Stakeholder [in] certain property owned and/or leased by them in Converse County, Wyoming (the “Subject Property”), as described in the [SUA / E&D Agreement / Lease], for purposes of [entry upon the Subject Property for the purpose of locating mining claims, conducting exploration work, developing ore bodies, and producing uranium and associated minerals / conducting exploration and developing underground mining and related activities on the Subject Property / leasing the subject minerals on or under the Subject Property]. Powder River Basin LLC, a Delaware limited liability company, (“Acquiror”) is considering acquiring certain of Stakeholder’s assets in Converse County, Wyoming, including an assignment of Stakeholder’s interest in the [SUA / E&D Agreement / Lease], and has requested that [Counterparty Name(s) / Lessor(s)] provide this Certificate in connection with that proposed acquisition.

[Counterparty Name(s) / Lessor(s)] hereby certify[y / ies], as of the Effective Date, to Acquiror, and Acquiror’s successors and assigns, whom [Counterparty Name(s) / Lessor(s)] acknowledges are relying on the certifications included in this Certificate, that:

1. The [SUA / E&D Agreement / Lease] is in full force and effect and has not been modified, changed, altered or amended in any respect except as described above. The [SUA / E&D Agreement / Lease], along with the [list other documents, e.g., SUA / E&D Agreement / Lease] represents the entire agreement between [Counterparty Name(s) / Lessor(s)] and Stakeholder with respect to the Subject Property.

As of the Effective Date:

(a) Stakeholder has timely and fully performed all of its payment and other obligations under the [SUA / E&D Agreement / Lease], and to [Counterparty Name(s) / Lessor(’s’)] knowledge, there are no defaults existing under the [SUA / E&D Agreement / Lease] on the part of Stakeholder and no events have occurred that, with the passage of time or the giving of notice, or both, would constitute a default by Stakeholder under the [SUA / E&D Agreement / Lease];

(b) there are no defaults existing under the [SUA / E&D Agreement / Lease] on the part of [Counterparty Name(s) / Lessor(s)] and no events have occurred that, with the passage to time or the giving of notice, or both, would constitute a default by [Counterparty Name(s) / Lessor(s)] under the [SUA / E&D Agreement / Lease]; and

(c) to the [Counterparty Name(s) / Lessor(’s’)] knowledge, there is no existing basis for it to cancel or terminate the [SUA / E&D Agreement / Lease].

Exhibit I-2

3. [Counterparty Name(s) / Lessor(s)] [has / have] read this Certificate and acknowledge and understand the certifications and representations made herein. This Certificate is executed by [Counterparty Name(s) / Lessor(s)] intending reliance hereon by Acquiror and its successors and assigns.

4. This Certificate may be executed in one or more counterparts, which taken together shall constitute one and the same document.

[Signature Page Follows]

Exhibit I-3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have executed and delivered this Certificate as of the Effective Date.

	[COUNTERPARTY NAME(S) / LESSOR(S)]

	______________________________, [a ___________________ corporation]

	By: ____________________________________ Name: __________________________________ Title: ___________________________________

Exhibit I-4

Exhibit K-1

Purchase and Sale Agreement

Terms of Amendments to Underlying Agreements

Shut in Royalty Provision. This provision would be deleted in its entirety.

Schedule and Calculation of Royalty Payments to be modified to reflect:

a. Payments on a quarterly schedule.

b. Payment of a royalty based on the listed percentage of cash payments actually received for delivered product during the quarter.

3. Continuous Operations. Revisions to the continuous operations clauses of the Underlying Agreements, (i) providing that the continuous operations provisions do not become applicable until the end of the five-year extensions to the primary term of the leases, (ii) providing that “continuous operations” include not only mining, processing, development and reclamation, but any activities the Lessee is permitted or required by regulatory agencies to engage in under the leases (so that any exploration, development, mining, processing or related activities would satisfy the obligation to perform continuous operations and keep the leases in effect), and (iii) conforming the references to continuous operations in the different Sections of the Mineral Leases so that they are consistent with each other.

Exhibit K-1

Exhibit K-2
to

Purchase and Sale Agreement

Terms of Amendments to Certain Royalty Assignments

1. The description of the nature, calculation and payment of the production royalties shall be modified so that they are payable quarterly, calculated at the Applicable Royalty Percentage (as defined in Exhibit O to this Agreement, and based on a percentage of Net Smelter Returns, as Net Smelter Returns are defined in Exhibit O to this Agreement.

2. The provisions of the Royalty Assignments shall be modified to include the provisions of the attached Exhibit O, modified as applicable to the properties covered thereby and the terms thereof.

Exhibit K-2

Exhibit L
to

Purchase and Sale Agreement

FIRPTA Certificate

Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Code Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform Powder River Basin LLC, a Delaware limited liability company (“Transferee”), that withholding of tax is not required upon the disposition of U.S. real property interests by Stakeholder Energy, LLC (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate, or foreign person (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

Transferor is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii);

Transferor’s United States employer identification number is __________________; and

Transferor’s address is ________________________________.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties or perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor.

Executed on [●], 2025.

Stakeholder Energy, LLC

By:

Name:

Title:

Exhibit L-1

Exhibit M
to

Purchase and Sale Agreement

Royalty Assignments

Assignment Number	Assignee(s)	Royalty Interest	Burdened Property

1	Investor Pool, LLC (Investor Pool, LLC’s interest was subsequently conveyed to those assignees under Assignment Number 4, below)	2%	See Document Number 1130978, records of the Clerk and Recorder of Converse County, Wyoming
2	Investor Pool, LLC (Investor Pool, LLC’s interest was subsequently conveyed to those assignees under Assignment Number 5, below)	2%	See Document Number 1130979, records of the Clerk and Recorder of Converse County, Wyoming
3	Investor Pool, LLC (Investor Pool, LLC’s interest was subsequently conveyed to those assignees under Assignment Number 6, below)	2%	See Document Number 1130980, records of the Clerk and Recorder of Converse County, Wyoming
4	Nerd Gas Company, LLC, Nuclear Energy Exploration, LLC, JEL Enterprises, LLC, Barlow & Haun, Inc., Kent A. Sundell	Combined 2%	See Document Number 1130981, records of the Clerk and Recorder of Converse County, Wyoming

5	Nerd Gas Company, LLC, Nuclear Energy Exploration, LLC, JEL Enterprises, LLC, Barlow & Haun, Inc., Kent A. Sundell	Combined 2%	See Document Number 1130982, records of the Clerk and Recorder of Converse County, Wyoming

6	Nerd Gas Company, LLC, Nuclear Energy Exploration, LLC, JEL Enterprises, LLC, Barlow & Haun, Inc., Kent A. Sundell	Combined 2%	See Document Number 1130983, records of the Clerk and Recorder of Converse County, Wyoming

7	Nerd Gas Company, LLC, Nuclear Energy Exploration, LLC, Barlow & Haun, Inc., Kent A. Sundell	Combined 5%	See Document Number 1131103, records of the Clerk and Recorder of Converse County, Wyoming

8	Nerd Gas Company, LLC, Nuclear Energy Exploration, LLC, Barlow & Haun, Inc., Kent A. Sundell	Combined 5%	See Document Number 1131104, records of the Clerk and Recorder of Converse County, Wyoming

9	Nerd Gas Company, LLC, Nuclear Energy Exploration, LLC, Barlow & Haun, Inc., Kent A. Sundell	Combined 5%	See Document Number 1131105, records of the Clerk and Recorder of Converse County, Wyoming

Exhibit M-1

Exhibit N

Purchase and Sale Agreement

Royalty Area of Interest Map

***

Exhibit N-1

Exhibit O
to

Purchase and Sale Agreement

Area of Interest Royalty

Buyer shall pay to Stakeholder a production royalty based on the Applicable Royalty Percentage of the Net Smelter Returns from Subject Minerals produced and sold or deemed sold by Buyer from any AOI Property.

a. Definitions. As used in this Exhibit O, capitalized terms shall have the meaning ascribed to them in the Agreement, and the additional words and phrases set forth below shall have the following meanings:

(i) “Applicable Royalty Percentage” means the royalty percentage applicable depending on the applicable sales price of U₃O₈Concentrate, as set forth on the following table:

U308 Realized Price	NSR Variable %
$59.99 and less	3.50%
$60-69.99	3.75%
$70-79.99	4.50%
$80-89.99	5.00%
$90-99.99	5.00%
$100-109.99	5.00%
$110-119.99	5.00%
$120-129.99	5.50%
$130-139.99	5.75%
$140-149.99	6.00%
$150 and above	6.00%

(ii) “Lixiviant” means the solution containing Subject Minerals which is the end product produced at each well house.

(iii) “U₃O₈Concentrate” means the product derived from the Lixiviant after further Processing.

(iv) “Proceeds” means the sum either actually received or deemed to have been received by Buyer for the sale of U₃O₈Concentrate.

Exhibit O-1

(v) “Transportation Costs” means the expenses and charges actually incurred by Buyer in transporting U₃O₈ Concentrate from the mine to the converter and then on to any other place of sale. Such expenses shall include, but not be limited to, freight, shipment, insurance, handling, security, port, delay, demurrage, forwarding costs and transportation taxes.

(vi) “Processing Costs” means the amounts actually incurred by Buyer for Processing; provided, however, that Processing Costs shall not include any capital expenditures.

(vii) “Processing” means the activities undertaken to convert Lixiviant to U₃O₈ Concentrate, including without limitation (A) pumping Lixivinant from the wellfield to the Plant; (B) the ion exchange, elution, precipitation, drying and drumming processes that take place in the Plant; (C) management of waste and hazardous materials related to the milling, refining, or treatment process; and (D) infrastructure maintenance related to the milling, refining, or treatment process.

(viii) “Ad Valorem Tax” means any taxes or other assessments based on the value of any AOI Property or any fixtures thereon, including the Plant.

(ix) “Plant” means the plant in which Processing of Lixiviant into U₃O₈ Concentrate is conducted.

b. Calculation of Net Smelter Returns. The Net Smelter Returns from U₃O₈ Concentrate produced and sold by Buyer from any AOI Property shall be determined as follows:

(i) For U₃O₈ Concentrate sold by Buyer to a non-Affiliate, Net Smelter Returns shall be calculated based on the Applicable Royalty Percentage for the Proceeds received therefrom by Buyer, less, to the extent actually incurred by Buyer, sale or brokerage costs, Transportation Costs, Processing Costs, severance taxes and Ad Valorem Taxes. Such U₃O₈ Concentrate shall be deemed sold at the time the Proceeds are received by Buyer.

(ii) If U₃O₈ Concentrate is sold or transferred by Buyer to an Affiliate, it shall be deemed sold by Buyer at the time of delivery to the Affiliate and the Net Smelter Returns shall be deemed to be an amount equal to that which would have been received by Buyer from a bona fide third party purchaser in an arms-length transaction for an identical product less Transportation Costs, Processing Costs, severance taxes and Ad Valorem Taxes incurred by Buyer.

Exhibit O-2

c. Payment. Payment of production royalties shall be made by Buyer to Stakeholder within thirty (30) days after the end of each calendar quarter during which Proceeds are received by Buyer for any Subject Minerals removed from, produced and sold from any AOI Property, and shall be accompanied by a statement showing weights and values of all Subject Minerals produced from any AOI Property during such previous month.

d. Audit Rights. Buyer shall keep accurate production well records, assay records, and other relevant data necessary to document the quantity of Subject Minerals produced from any AOI Property, together with records of volumes of Proceeds received by Buyer for such Subject Minerals; provided that Buyer shall have no duty to preserve such records for longer than sixty (60) months after Subject Minerals are produced and sold from any AOI Property. Prior to the expiration of such sixty-month period, Stakeholder, or its agents, shall have access during normal business hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of business, to such records for the purpose of inspecting and auditing the production royalty payments. If Stakeholder believes that an inspection or audit shows that uranium or other mineral production from any AOI Property or that the Proceeds calculations are incorrect, it may submit a written claim to Buyer for the additional amount of production royalty that Stakeholder believes it is entitled to. Within thirty (30) days following receipt of such a claim from the Stakeholder, Buyer shall either (i) pay to Stakeholder the royalty owed on the claimed additional amount of production, or (ii) notify Stakeholder in writing that Buyer disagrees with all or part of the Stakeholder’s claim, state the basis on which it disagrees with the claim, and pay that amount, if any, that is not in dispute. All disputes under this paragraph shall be resolved in state or federal courts of Wyoming with jurisdiction.

e. Pooling. Stakeholder specifically grants Buyer the right to pool the production of Subject Minerals from all or any part of any AOI Property with the production of Subject Minerals from all or any part of adjacent or contiguous land whether owned by the Stakeholder, Buyer, or a third party, at any time and from time to time to explore, drill, mine, operate for, produce, extract, remove, transport, and sell uranium and other Subject Minerals, provided the area so pooled (the “pooled land”) shall, as near as is practicable, cover only the delineated ore body from which production attributable to the pooled land is to occur. For the purpose of determining production royalty under this Exhibit O, any production of uranium or other Subject Minerals produced from the pooled land shall be allocated to applicable AOI Property on the basis of the amount of surface acreage of any AOI Property contained in the pooled land as it relates to the total surface acreage of all land contained in the pooled land. Uranium and other Subject Minerals produced from the pooled land shall be conclusively presumed to be produced uniformly within the boundaries of the pooled land both as to quantity and quality, and the amount allocated to any AOI Property shall be, for all purposes under this Exhibit O, presumed to have been produced from that AOI Property. Buyer shall not, during production by solution milling methods, be required to account to the Stakeholder for any Subject Minerals that migrate off any AOI Property or solutions that migrate on to any AOI Property as long as Buyer is conducting its operations in a reasonable and prudent manner.

Exhibit O-3

f. Commingling. Stakeholder grants Buyer the right to, at any time and from time to time, mix or commingle uranium or other Subject Minerals from any AOI Property or land pooled therewith with like substances produced from other land for transporting, treating, Processing, and storing prior to or for the purpose of sale. Prior to such commingling, the uranium content or content of other Subject Minerals, where such are being processed for sale, of the raw ore or the amount thereof in solution, shall be assayed or otherwise determined by periodic sampling, using sound engineering principles and the volume of all solutions produced shall be determined by adequate metering devices. The uranium or other Subject Minerals attributable to any AOI Property where such commingling has occurred, for production royalty purposes, shall be a percentage of the total uranium or other subject minerals sold by Buyer (including the Stakeholder’s share from pooled land as determined in accordance with paragraph e. above), which percentage shall be determined by the relationship that the uranium content or other Subject Minerals content in production from any AOI Property multiplied by the volume thereof bears to the total uranium content or other Subject Minerals content in production from all lands multiplied by the total volume of the commingled production from all the lands for the applicable production period.

Exhibit O-4

g. No Implied Covenants. Stakeholder and Buyer agree that there are no implied covenants or conditions whatsoever in this Exhibit O relating to the exploration, development, mining, or production of the Subject Minerals, or the times thereof. In addition, Buyer may, after commencement of production, in its sole discretion, temporarily decrease, shutdown, or cease production for any reason, so long as any payments due Stakeholder during that time are made.

Exhibit O-5

Exhibit 99.5

SHAREHOLDER RIGHTS AGREEMENT

Snow Lake Resources Ltd.

and

Endeavor Trust Corporation,

as Rights Agent

Dated as of March 31, 2025

TABLE OF CONTENTS

Section 1. Certain Definitions	1
Section 2. Appointment of Rights Agent	9
Section 3. Issuance of Rights Certificates	9
Section 4. Form of Rights Certificates	11
Section 5. Countersignature and Registration	12
Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	13
Section 7. Exercise of Rights; Exercise Price; Expiration Time of Rights	14
Section 8. Cancellation and Destruction of Rights Certificates	16
Section 9. Reservation and Availability of Capital Stock	17
Section 10. Common Stock Record Date	18
Section 11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights	19
Section 12. Certificate of Adjusted Exercise Price or Number of Shares	26
Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	27
Section 14. Fractional Rights and Fractional Shares	31
Section 15. Rights of Action	32
Section 16. Agreement of Rights Holders	32
Section 17. Rights Certificate Holder Not Deemed a Shareholder	33
Section 18. Liability and Indemnity	33
Section 19. Concerning the Rights Agent	35
Section 20. Merger or Consolidation or Change of Name of Rights Agent	36
Section 21. Duties of Rights Agent	37
Section 22. Change of Rights Agent	41
Section 23. Issuance of New Rights Certificates	41
Section 24. Redemption and Termination	42
Section 25. Exchange	43
Section 26. Notice of Certain Events	45
Section 27. Notices	46
Section 28. Supplements and Amendments	47
Section 29. Successors	47

Section 30. Determination and Action by the Board	47
Section 31. Benefits of this Agreement	48
Section 32. Tax Compliance and Withholding	48
Section 33. Severability	48
Section 34. Governing Law; Submission to Jurisdiction	48
Section 35. Counterparts	49
Section 36. Descriptive Headings; Interpretation	49
Section 37. Force Majeure	49
Exhibit A	51
Exhibit B	61

SHAREHOLDER RIGHTS AGREEMENT

This SHAREHOLDER RIGHTS AGREEMENT, dated as of March 31, 2025 (this “Agreement”), is by and between Snow Lake Resources Ltd., a Manitoba corporation (the “Company”), and Endeavor Trust Corporation, a Trust Company authorized in British Columbia, Alberta, Manitoba, and Saskatchewan, and incorporated under the laws of British Columbia, as rights agent (the “Rights Agent”).

WITNESSETH:

WHEREAS, on March 10, 2025 (the “Rights Dividend Declaration Date”), the board of directors of the Company (the “Board”) authorized and declared a dividend distribution of one Right (as defined below) for each common share of the Company (“Common Stock”), outstanding at the Close of Business (as defined below) on March 31, 2025 (the “Record Date”), and has further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to Section 11) for each share of Common Stock that shall become outstanding between the Record Date (whether originally issued or delivered from the Company’s treasury) and the earlier of the Distribution Time and the Expiration Time (as such terms are defined below) or, in certain circumstances provided in Section 23, after the Distribution Time;

AND WHEREAS the Rights Agent has agreed to act as registrar and transfer agent for the Rights.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

“Acquiring Person” shall mean any Person which, together with all of its Related Persons, is the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding, but shall exclude (x) Exempt Persons and (y) Grandfathered Persons. Notwithstanding anything in this Agreement to the contrary, no Person shall become an “Acquiring Person”:

(i)

as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the percentage of the shares of Common Stock Beneficially Owned by such Person, together with all of its Related Persons, to the Specified Percentage or more of the shares of Common Stock then outstanding; provided, however, that if a Person (other than an Exempt Person or a Grandfathered Person), together with all of its Related Persons, becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding by reason of share acquisitions by the Company and, after such share acquisitions by the Company, becomes the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person” unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person, together with all of its Related Persons, does not Beneficially Own the Specified Percentage or more of the shares of Common Stock then outstanding;

(ii)

if (A) the Board determines in good faith that such Person has become an “Acquiring Person” inadvertently (including because such Person was unaware that it Beneficially Owned a percentage of the then outstanding shares of Common Stock that would otherwise cause such Person to be an “Acquiring Person” or (2) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and (B) such Person divests as promptly as practicable (as determined by the Board) a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person”;

(iii)

solely as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers or employees; provided, however, that if a Person (other than an Exempt Person or a Grandfathered Person), together with all of its Related Persons, becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding by reason of a unilateral grant of a security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees, then such Person shall nevertheless be deemed to be an “Acquiring Person” if, subject to clause (ii) above, such Person, together with all of its Related Persons, thereafter becomes the Beneficial Owner of any additional shares of Common Stock (unless upon becoming the Beneficial Owner of additional shares of Common Stock, such Person, together with all of its Related Persons, does not Beneficially Own the Specified Percentage or more of the Common Stock then outstanding), except as a result of (A) a dividend or distribution paid or made by the Company on the outstanding Common Stock or a split or subdivision of the outstanding Common Stock; or (B) the unilateral grant of a security by the Company, or through the exercise of any options, warrants, rights or similar interest (including restricted stock) granted by the Company to its directors, officers or employees;

(iv)

by means of share purchases or issuances (including debt to equity exchanges), directly from the Company or indirectly through an underwritten offering of the Company, in a transaction approved by the Board; provided, however, that a Person (other than an Exempt Person or a Grandfathered Person) shall be deemed to be an “Acquiring Person” if such Person (A) is or becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding following such transaction and (B) following such transaction, becomes the Beneficial Owner of any additional shares of Common Stock without the prior written consent of the Company and then Beneficially Owns the Specified Percentage or more of the shares of Common Stock then outstanding; or

(v)

if such Person is a bona fide swaps dealer who has become an “Acquiring Person” as a result of its actions in the ordinary course of its business that the Board determines, in its sole discretion, were taken without the intent or effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management or policies of the Company.

“Act” shall mean the Securities Act of 1933, as amended.

“Adjustment Shares” shall have the meaning set forth in Section 11(a)(ii).

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this Agreement.

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this Agreement.

A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own” and have “Beneficial Ownership” of any securities (that are as such, “Beneficially Owned”):

(i)

that such Person or any of such Person’s Related Persons beneficially owns, directly or indirectly, as determined pursuant to Rule 13d-3 of the Exchange Act Regulations as in effect on the date of this Agreement;

(ii)

that such Person or any of such Person’s Related Persons, directly or indirectly, has the right or obligation to acquire (whether such right is exercisable, or such obligation is required to be performed, immediately or only after the passage of time or the satisfaction of other conditions) pursuant to any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own”, (A) securities tendered pursuant to a tender or exchange offer made in accordance with the Exchange Act Regulations by or on behalf of such Person or any of such Person’s Related Persons until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any such Person’s Related Persons prior to the Distribution Time or pursuant to Section 23 (the “Original Rights”) or pursuant to Section 11(i) in connection with an adjustment made with respect to any Original Rights or (D) securities which such Person or any of such Person’s Related Persons may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Related Persons), if such agreement has been approved by the Board prior to such Person’s becoming an Acquiring Person;

(iii)

that are Beneficially Owned, directly or indirectly, by any other Person (or any Related Person of such Person) with which such Person (or any of such Person’s Related Persons) has any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own” any security if such agreement, arrangement or understanding (1) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act Regulations and (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iv)

that are Beneficially Owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Related Persons) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such Person or any of such Person’s Related Persons is a Receiving Party; provided, however, that the number of shares of Common Stock that a Person is deemed to Beneficially Own pursuant to this clause (iv) in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares with respect to such Derivatives Contract; provided, further, that the number of securities Beneficially Owned by each Counterparty (including its Related Persons) under a Derivatives Contract shall, for purposes of this clause (iv) include all securities that are Beneficially Owned, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Related Persons) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Related Persons) is a Receiving Party, with this proviso being applied to successive Counterparties as appropriate;

provided, however, that (x) nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition and (y) no officer or director of the Company shall be deemed to Beneficially Own any securities of any other Person solely by virtue of any actions that such officer or director takes in such capacity.

With respect to any Person, for all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding shares of Common Stock of which such Person is the Beneficial Owner, shall include the number of shares of Common Stock not outstanding at the time of such calculation that such Person is otherwise deemed to Beneficially Own for purposes of this Agreement; provided, however, that the number of shares of Common Stock not outstanding that such Person is otherwise deemed to Beneficially Own for purposes of this Agreement shall not be included for the purpose of computing the percentage of the outstanding shares of Common Stock Beneficially Owned by any other Person (unless such other Person is also deemed to Beneficially Own, for purposes of this Agreement, such shares of Common Stock not outstanding).

“Board” shall have the meaning set forth in the recitals to this Agreement.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the Province of Manitoba are authorized or obligated by law or executive order to close.

“Charter” shall mean the Company’s articles of incorporation, as amended from time to time.

“Close of Business” on any given date shall mean 5:00 P.M., Winnipeg time, on such date; provided, however, that if such date is not a Business Day, “Close of Business” shall mean 5:00 P.M., Winnipeg time, on the next succeeding Business Day.

“Closing Price” in respect of any security for any day shall mean the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq or the NYSE or, if such shares of common stock (or other security) are not listed or admitted to trading on the Nasdaq or the NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such shares of common stock (or other security) are listed or admitted to trading or, if such shares of common stock (or other security) are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the OTC Bulletin Board service or such other quotation system then in use, or, if on any such date such shares of common stock (or other security) are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such common stock (or other security) selected by the Board. If on any such date no such market maker is making a market in such common stock (or other security), the fair value of such common stock (or other security) on such date as determined in good faith by the Board shall be used.

“Common Stock” shall have the meaning set forth in the recitals to this Agreement.

“Common Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii).

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Counterparty” shall have the meaning set forth in the definition of “Derivatives Contract”.

“Current Market Price” shall have the meaning set forth in Section 11(d).

“Current Value” shall have the meaning set forth in Section 11(a)(iii).

“Derivatives Contract” shall mean a contract, including all related documentation, between two parties (the “Receiving Party” and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving Party of a number of shares of Common Stock specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares of Common Stock or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed “Derivatives Contracts”.

“Distribution Time” shall mean the earlier of (i) the Close of Business on the tenth (10th) day after the Share Acquisition Date (or, if the tenth (10th) day after the Share Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth (10th) Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person, after the date that a tender or exchange offer by any Person (other than any Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the Exchange Act Regulations, if upon consummation thereof, such Person would become an Acquiring Person.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Act Regulations” shall mean the general rules and regulations promulgated under the Exchange Act.

“Exchange Ratio” shall have the meaning set forth in Section 25(a).

“Exempt Person” shall mean (i) the Company or any Subsidiary of the Company, (ii) any officer, director or employee of the Company or of any Subsidiary of the Company including in respect of such Person’s status or authority as such (including any fiduciary capacity) or (iii) any employee benefit plan of the Company or of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of the Company or any Subsidiary of the Company.

“Exercise Price” shall have the meaning set forth in Section 4(a).

“Expiration Time” shall have the meaning set forth in Section 7(a).

“Final Expiration Time” shall have the meaning set forth in Section 7(a).

“Flip-in Event” shall have the meaning set forth in Section 11(a)(ii).

“Flip-in Trigger Date” shall have the meaning set forth in Section 11(a)(iii).

“Flip-over Event” shall have the meaning set forth in Section 13(a).

“Flip-over Party” shall have the meaning set forth in Section 13(b).

“Flip-over Stock” shall mean the capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or other Persons similarly responsible for the direction of the business and affairs) of the Flip-over Party.

“Grandfathered Person” shall mean (x) any Person who or which, together with all of such Person’s Related Persons, is, as of immediately prior to the first public announcement of the adoption of this Agreement, the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding and (y) any Person who or which becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding as the result of the acquisition of Beneficial Ownership of shares of Common Stock from an individual described in the preceding clause (x) if such acquisition occurs upon such individual’s death pursuant to such individual’s will or pursuant to a charitable trust created by such individual for estate planning purposes. A Person ceases to be a “Grandfathered Person” if and when (i) such Person becomes the Beneficial Owner of less than the Specified Percentage of the shares of Common Stock then outstanding; or (ii) such Person increases such Person’s Beneficial Ownership of shares of Common Stock (excluding as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers or employees) to an amount equal to or greater than the greater of (A) the Specified Percentage of the shares of Common Stock then outstanding and (B) the sum of (1) the lowest Beneficial Ownership of such Person as a percentage of the shares of Common Stock outstanding as of any time from and after the first public announcement of the adoption of this Agreement (other than as a result of an acquisition of shares of Common Stock by the Company) plus (2) 0.1% of the then outstanding shares of Common Stock. The foregoing definition shall grandfather the security or instrument underlying such Beneficial Ownership only in the type and form as of the date of this Agreement and shall not grandfather any subsequent change, modification, swap or exchange of such security or instrument underlying such Beneficial Ownership into a different type or form of security or instrument (unless such change, modification, swap or exchange is contemplated explicitly by the terms of such security or instrument (e.g., as would be the case for options to purchase shares of Common Stock, in which case the shares of Common Stock purchased upon the exercise of such options would be grandfathered)). For the avoidance of doubt, cash-settled swap or exchange contracts for differences in the price of shares of Common Stock or other equity securities of the Company shall not be grandfathered under this Agreement.

“Nasdaq” shall mean the Nasdaq Stock Market.

“Notional Common Shares” shall have the meaning set forth in the definition of “Derivatives Contract”.

“NYSE” shall mean the New York Stock Exchange.

“Person” shall mean any individual, partnership, firm, corporation, limited liability company, association, trust, limited liability partnership, joint venture, unincorporated organization or other entity, including (i) any group (as defined below) and (ii) any successor (by merger or otherwise) of such entity. For purposes of this Agreement only, a “group” shall mean any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act and any group under Rule 13d-5(b) of the Exchange Act Regulations.

“Receiving Party” shall have the meaning set forth in the definition of “Derivatives Contract”.

“Record Date” shall have the meaning set forth in the recitals to this Agreement.

“Redemption Period” shall have the meaning set forth in Section 24(a).

“Redemption Price” shall have the meaning set forth in Section 24(a).

“Related Person” shall mean, as to any Person, any Affiliate or Associate of such Person.

“Right” shall mean the right to purchase one share of Common Stock, upon the terms and subject to the conditions set forth in this Agreement.

“Rights Agent” means Endeavor Trust Corporation, including its successors and assigns.

“Rights Certificates” shall have the meaning set forth in Section 3(b).

“Rights Dividend Declaration Date” shall have the meaning set forth in the recitals to this Agreement.

“Share Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such other date, as determined by the Board, on which a Person has become an Acquiring Person.

“Signature Guarantee” shall have the meaning set forth in Section 6(a).

“Specified Percentage” shall mean 10% (ten percent) when referring to the Beneficial Ownership of any Person.

“Spread” shall have the meaning set forth in Section 11(a)(iii).

“Subsidiary” shall mean, with reference to any Person, any other Person of which (i) a majority of the voting power of the voting securities or equity interests is Beneficially Owned, directly or indirectly, by such first-mentioned Person or otherwise controlled by such first-mentioned Person or (ii) an amount of voting securities or equity interests sufficient to elect at least a majority of the directors (or other Persons similarly responsible for the direction of the business and affairs of such other Person) of such other Person is Beneficially Owned, directly or indirectly, by such first-mentioned Person, or otherwise controlled by such first-mentioned Person.

“Substitution Period” shall have the meaning set forth in Section 11(a)(iii).

“Trading Day” shall mean a day on which the principal national securities exchange on which shares of an issuer’s common stock (or other security) are listed or admitted to trading is open for the transaction of business or, if such shares of common stock (or other security) are not listed or admitted to trading on any national securities exchange, a Business Day.

“Triggering Event” shall mean a Flip-in Event or a Flip-over Event.

“Trust” shall have the meaning set forth in Section 25(a).

“Trust Agreement” shall have the meaning set forth in Section 25(a).

Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as registrar and transfer agent for the Rights in accordance with the express terms and conditions of this Agreement (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment.

Section

3. Issuance of Rights Certificates

(a)

Until the earlier of the Distribution Time and the Expiration Time, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights shall be evidenced by the certificates for shares of Common Stock registered in the names of the holders of shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book entries for Rights), and not by separate certificates (or book entries), (ii) the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock. As of and after the Distribution Time, the Rights shall be evidenced solely by such Rights Certificates, and the Rights Certificates and the Rights shall be transferable separately from the Common Stock.

(b)

The Company shall promptly notify the Rights Agent of a Distribution Time and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a shareholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Time and receives such information, the Rights Agent shall send by any electronic means and/or postage prepaid mail to each record holder of Common Stock as of the Close of Business on the Distribution Time, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Flip-in Event has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), to minimize the possibility that Rights Certificates are received by Persons whose Rights would be null and void under Section 7(e) and provide reasonably prompt written notice thereof to the Rights Agent. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) so that Rights Certificates) representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights.

(c)

The Company shall make available, as promptly as practicable, a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached as Exhibit B, to any holder of Rights who may so request from time to time prior to the Expiration Time.

(d)

Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Time or the Expiration Time or, in certain circumstances provided in Section 23, after the Distribution Time. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights and shall bear a legend substantially in the following form:

This certificate also evidences and entitles the holder hereof to certain rights (the “Rights”) as set forth in the Shareholder Rights Agreement, dated as of March 31, 2025 (as the same may be amended from time to time, the “Rights Agreement”), by and between Snow Lake Resources Ltd., a Manitoba corporation (the “Company”), and Endeavor Trust Corporation, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, the Rights shall be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor.

Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no longer be transferable.

With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable law. With respect to certificated shares of Common Stock containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Time or (ii) the Expiration Time, the Rights associated with such shares of Common Stock represented by certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates or book entries. In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.

(e)

Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Section

4. Form of Rights Certificates

(a)

The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when and if issued, shall each be substantially in the form set forth in Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to customary usage. Subject to Section 11 and Section 23, the Rights Certificates, whenever distributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price per share of Common Stock set forth therein (the “Exercise Price”), but the amount and type of securities purchasable upon the exercise of each Right and the Exercise Price thereof shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a).

(b)

Any Rights Certificate issued pursuant to Section 3(a), Section 11(a)(ii) or Section 23 that represents Rights Beneficially Owned by any Person known to be (i) an Acquiring Person or any Related Person of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Related Person thereof) to holders of equity interests in such Acquiring Person (or any Related Person thereof) or to any Person with whom such Acquiring Person (or any Related Person thereof) has any continuing agreement, arrangement or understanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect of avoidance of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend:

The Rights represented by this Rights Certificate are or were Beneficially Owned by an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement, dated as of March 31, 2025 (as the same may be amended from time to time, the “Rights Agreement”), by and between Snow Lake Resources Ltd. and Endeavor Trust Corporation (and any successor rights agent)) or a certain transferee of an Acquiring Person or of any such Related Person. Accordingly, this Rights Certificate and the Rights represented hereby will become null and void in the circumstances specified in Section 7(e) of such Rights Agreement.

The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e).

Section

5. Countersignature and Registration

(a)

The Rights Certificates shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer, or any other authorized officer of the Company, either manually or by facsimile or other electronic signature. The Rights Certificates shall be countersigned manually or by facsimile or other electronic signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed or attested any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed or attested on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign or attest such Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

(b)

Following the Distribution Time, the Rights Agent shall keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Section

6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates

(a)

Subject to Section 4(b), Section 7(e) and Section 14, at any time after the Close of Business on the Distribution Time, and at or prior to the Close of Business on the Expiration Time, any Rights Certificate (other than Rights Certificates representing Rights that have become null and void pursuant to Section 7(e), that have been redeemed pursuant to Section 24 or that have been exchanged pursuant to Section 25) may be transferred, split up, combined or exchanged for another Rights Certificate, entitling the registered holder to purchase a like number of shares of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights Certificate surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate shall make such request in writing delivered to the Rights Agent and shall surrender the Rights Certificate to be transferred, split up, combined or exchanged, with the form of assignment and certificate contained therein properly completed and duly executed and with all signatures guaranteed from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”), at the offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer, split up, combination or exchange of any such surrendered Rights Certificate until the registered holder has properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Rights Certificate accompanied by a Signature Guarantee and such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Related Persons thereof as the Company or the Rights Agent reasonably requests. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 25, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. If and to the extent the Company does require payment of any such taxes or charges, the Company shall give the Rights Agent prompt written notice thereof and the Rights Agent shall not be obligated to deliver any Rights Certificate unless and until it is satisfied that all such payments have been made, and the Rights Agent shall forward any such sum collected by it to the Company or to such Persons as the Company specifies by written notice. The Rights Agent shall have no duty or obligation to take any action with respect to a Rights holder under this Agreement that requires the payment by such Rights holder of any tax or governmental charge unless and until the Rights Agent is satisfied that all such taxes and charges have been paid.

(b)

Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a valid Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificates if mutilated, the Company shall prepare, execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Section

7. Exercise of Rights; Exercise Price; Expiration Time of Rights

(a)

Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 24(a)) in whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request together with payment of the aggregate Exercise Price with respect to the total number of shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on March 31, 2028 (the “Final Expiration Time”), (ii) the time at which the Rights are redeemed as provided in Section 24, (iii) the time at which such Rights are exchanged pursuant to Section 25 or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f), at which time, the Rights are terminated (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Time”).

(b)

The Exercise Price for each share of Common Stock pursuant to the exercise of a Right shall initially be US$1.75, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) and shall be payable in accordance with Section 7(c).

(c)

Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed, accompanied by payment, with respect to each Right so exercised, of the Exercise Price for the shares of Common Stock (or other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax or charge required to be paid by the holder of the Rights Certificate in accordance with Section 9(e), the Rights Agent shall, subject to Section 21(n), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company has elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company shall direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Exercise Price (as such amount may be reduced pursuant to Section 11(a)(iii)) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with the terms of this Agreement, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or other property. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock would be issued.

(d)

In case the registered holder of any Rights Certificate exercises less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to Section 14.

(e)

Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Flip-in Event, any Rights Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Related Person thereof) to holders of equity interests in such Acquiring Person (or any Related Person thereof) or to any Person with whom such Acquiring Person (or any Related Person thereof) has any continuing agreement, arrangement or understanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board has determined is part of an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent in writing when this Section 7(e) applies and shall use commercially reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights or other Person (without limiting the rights of the Rights Agent under Section 18(b)) as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any of its Related Persons or transferees hereunder.

(f)

Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder has (i) properly completed and duly executed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Related Persons thereof as the Company or the Rights Agent reasonably requests.

Section 8. Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof, except as expressly permitted by this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificates purchased or acquired by the Company otherwise than upon the exercise thereof. At the expense of the Company, the Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy or cause to be destroyed such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof, executed by the Rights Agent, to the Company.

Section

9. Reservation and Availability of Capital Stock

(a)

The Company shall cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and/or, as applicable following the occurrence of a Triggering Event, out of its authorized and unissued shares of other securities), or out of its authorized and issued shares of Common Stock (and/or other securities) held in its treasury, the number of shares of Common Stock (and/or, as applicable following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii), shall be sufficient to permit the exercise in full of all outstanding Rights.

(b)

So long as the shares of Common Stock (and/or, as applicable following the occurrence of a Triggering Event, other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use commercially reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares (and other securities, if any) reserved for such issuance to be listed on such exchange, upon official notice of issuance upon such exercise.

(c)

If the Company is required to file a registration statement pursuant to the Act with respect to the securities purchasable upon exercise of the Rights, the Company shall use commercially reasonable efforts to (i) prepare and file, as soon as practicable following the earliest date after the first occurrence of a Flip-in Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii), or as soon as is required by applicable law following the Distribution Time, as the case may be, a registration statement under the Act with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Time. The Company shall also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend (with prompt written notice to the Rights Agent), for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect. In addition, if the Company determines that a registration statement is required following the Distribution Time, and a Flip-in Event has not occurred, the Company may temporarily suspend (with prompt written notice thereof to the Rights Agent) the exercisability of Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification or exemption in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective.

(d)

The Company shall take all such actions as may be necessary to ensure that all shares of Common Stock (and/or, as applicable following the occurrence of a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares and/or other securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and non-assessable.

(e)

The Company shall be responsible for the payment of any and all transfer taxes and governmental charges that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Common Stock (and/or other securities) upon the exercise of any Rights. The Company shall not, however, be required to pay any tax or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of shares of Common Stock (and/or other securities) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of shares of Common Stock (and/or other securities) in a name other than that of the registered holder upon the exercise of any Rights until such tax has been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax or charge is due.

Section 10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock (and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Common Stock (and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of shares of Common Stock (and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of shares of Common Stock (and/or other securities) only when such shares of Common Stock (and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares or other securities for which the Rights are exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights. The Exercise Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a)

(i)

In the event the Company at any time after the date of this Agreement (A) declares a dividend on any outstanding shares of Common Stock payable in shares of Common Stock, (B) subdivides any outstanding shares of Common Stock, (C) combines any outstanding shares of Common Stock into a smaller number of shares or (D) issues any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving entity), except as otherwise provided in this Section 11(a) and Section 7(e), the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares (or fractions thereof) of Common Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Exercise Price then in effect, the aggregate number and kind of shares (or fractions thereof) of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).

(ii)

Subject to Section 25, in the event any Person (other than any Exempt Person) becomes an Acquiring Person (such event, a “Flip-in Event”), unless the event causing such Person to become an Acquiring Person is a Flip-over Event, then proper provision shall be made so that promptly following the Redemption Period, each holder of a Right (except as provided below and in Section 7(e)) thereafter has the right to receive, upon exercise thereof at a price equal to the Exercise Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock otherwise receivable upon exercise, such number of shares of Common Stock as shall be equal to the result obtained by (A) multiplying the Exercise Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event and (B) dividing that product (which, following such first occurrence shall thereafter be referred to as the “Exercise Price” for each Right and for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares, the “Adjustment Shares”).

(iii)

In the event that the number of shares of Common Stock authorized by the Charter, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), the Board shall, to the extent permitted by applicable law, the Charter and by any agreements or instruments then in effect to which the Company is a party, (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Exercise Price (such excess being the “Spread”) and (B) with respect to each Right (subject to Section 7(e)), make adequate provision to substitute for some or all of the Adjustment Shares, upon the exercise of a Right and payment of the applicable Exercise Price, (1) cash, (2) a reduction in the Exercise Price, (3) shares or fractions of a share of preferred stock or other equity securities of the Company (including shares, or units of shares, of preferred stock, which the Board has determined to have substantially the same value or economic rights as shares of Common Stock) (such shares of equity securities being herein called “Common Stock Equivalents”), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Exercise Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company has not made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Redemption Period expires (the later of (x) and (y) being referred to herein as the “Flip-in Trigger Date”), then the Company shall be obligated to deliver, to the extent permitted by applicable law and the Charter, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock (to the extent available), and then, if necessary, such number or fractions of shares of preferred stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If, upon the occurrence of a Flip-in Event, the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30)-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such thirty (30)-day period, as it may be extended, the “Substitution Period”). To the extent the Company determines that action should be taken pursuant to the first sentence or third sentence of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such shareholder approval for authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect (with prompt written notice of such announcements to the Rights Agent). For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of Common Stock on the Flip-in Trigger Date, and the value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date. The Board may establish procedures to allocate the right to receive shares of Common Stock upon the exercise of the Rights among holders of Rights pursuant to this Section 11(a)(iii).

(b)

In case the Company fixes a record date for the issuance of rights (other than the Rights), options or warrants to all holders of Common Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) days after such record date) Common Stock (or shares having the same rights, privileges and preferences as the shares of Common Stock (“Equivalent Common Stock”)) or securities convertible into Common Stock or Equivalent Common Stock at a price per share of Common Stock or per share of Equivalent Common Stock (or having a conversion price per share, if a security convertible into Common Stock or Equivalent Common Stock) less than the Current Market Price per share of Common Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock and/or Equivalent Common Stock outstanding on such record date, plus the number of shares of Common Stock and/or Equivalent Common Stock which the aggregate offering price of the total number of shares of Common Stock and/or Equivalent Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Common Stock and/or Equivalent Common Stock outstanding on such record date, plus the number of additional shares of Common Stock and/or Equivalent Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Common Stock and Equivalent Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

(c)

In case the Company fixes a record date for a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving entity) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Common Stock, but including any dividend payable in stock other than Common Stock) or subscription rights, options or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on such record date, less the fair market value (as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Common Stock and the denominator of which shall be such Current Market Price per share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price that would have been in effect if such record date had not been fixed.

(d)

For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the “Current Market Price” per share of common stock (or similar equity interest) of an issuer on any date shall be deemed to be the average of the daily Closing Prices per share of such common stock (or other security) for the thirty (30) consecutive Trading Days immediately prior to but not including such date, and for purposes of computations made pursuant to Section 11(a)(iii), the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following but not including such date; provided, however, that in the event that the Current Market Price per share of common stock (or other security) of an issuer is determined during a period following the announcement by the issuer of such common stock (or other security) of (A) a dividend or distribution on such common stock (or other security) payable in shares of such common stock (or other security) or securities convertible into shares of such common stock (or other security) (other than the Rights) or (B) any subdivision, combination or reclassification of such common stock (or other security), and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the “Current Market Price” shall be properly adjusted, as determined in good faith by the Board, to take into account any trading during the period prior to such ex-dividend date or record date. If an issuer’s shares of common stock (or other security) are not publicly held or not so listed or traded, “Current Market Price” per share shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

(e)

Notwithstanding anything in this Agreement to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Exercise Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share of Common Stock or one ten-thousandth of any other share or security, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which mandates such adjustment or (ii) the Expiration Time.

(f)

If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a), the holder of any Right thereafter exercised becomes entitled to receive any shares of capital stock other than Common Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Section 7, 9, 10, 13 and 14 with respect to the Common Stock shall apply on like terms to any such other shares.

(g)

All Rights originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock (or other securities, other assets or amount of cash or combination thereof) purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h)

Unless the Company has exercised its election as provided in Section 11(i), upon each adjustment of the Exercise Price as a result of the calculations made in Section 11(b) and Section 11(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares of Common Stock (calculated to the nearest one-ten thousandth) obtained by (i) multiplying (A) the number of shares of Common Stock covered by a Right immediately prior to this adjustment, by (B) the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.

(i)

The Company may elect on or after the date of any adjustment of the Exercise Price to adjust the number of Rights, in lieu of any adjustment in the number of shares of Common Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of shares of Common Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Exercise Price in effect immediately prior to adjustment of the Exercise Price by the Exercise Price in effect immediately after adjustment of the Exercise Price. The Company shall make a public announcement (with prompt written notice thereof to the Rights Agent) of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(j)

Irrespective of any adjustment or change in the Exercise Price or the number of shares of Common Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price and the number of shares of Common Stock which were expressed in the initial Rights Certificates issued hereunder.

(k)

Before taking any action that would cause an adjustment reducing the Exercise Price below the then par value, if any, of the Common Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, upon advice of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Exercise Price.

(l)

In any case in which this Section 11 requires that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of shares of Common Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of shares of Common Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment (and shall provide the Rights Agent prompt written notice of such election); provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

(m)

Notwithstanding anything in this Section 11 to the contrary, the Company shall be entitled (but not obligated) to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board, in its good faith judgment, shall determine to be advisable in order that any (i) consolidation or subdivision of the outstanding shares of Common Stock, (ii) issuance wholly for cash of any shares of Common Stock at less than the Current Market Price, (iii) issuance wholly for cash of shares of Common Stock or securities that by their terms are convertible into or exchangeable for shares of Common Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of Common Stock shall not be taxable to such shareholders.

(n)

The Company shall not, at any time after the Distribution Time, (i) consolidate with any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)), (ii) merge with or into any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)) or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating to fifty percent (50%) or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), if (A) at the time of or immediately after such consolidation, merger, sale or transfer there are any rights, warrants or other instruments or securities outstanding or agreements in effect that would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (B) prior to, simultaneously with or immediately after such consolidation, merger, sale or transfer, the shareholders of the Person who constitute, or would constitute, the “Flip-over Party” for purposes of Section 13(a) shall have received a distribution of Rights previously owned by such Person or any of its Related Persons; provided, however, that this Section 11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, merge with or into, or sell or transfer assets of earning power to, any other Subsidiary of the Company.

(o)

After the Distribution Time and as long as any Rights are outstanding (other than Rights that have become null and void pursuant to Section 7(e)), the Company shall not, except as permitted by Section 24, Section 25 or Section 28, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(p)

Notwithstanding anything in this Agreement to the contrary, in the event that the Company at any time after the Rights Dividend Declaration Date and prior to the Distribution Time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides any outstanding shares of Common Stock, (iii) combines any of the outstanding shares of Common Stock into a smaller number of shares or (iv) issues any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving entity), then the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Time, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event equals the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event. The adjustments provided for in this Section 11(p) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or reclassification is effected. If an event occurs that would require an adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments provided for in this Section 11(p) shall be in addition and prior to any adjustment required pursuant to Section 11(a)(ii).

Section 12. Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with the transfer agent for the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Section

13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power

(a)

In the event that, following the Share Acquisition Date, directly or indirectly, (i) the Company shall consolidate with, or merge with and into, any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)), and the Company is not the continuing or surviving entity of such consolidation or merger, (ii) any Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)) shall engage in a share exchange with or shall consolidate with, or merge with or into, the Company, and the Company is the continuing or surviving entity of such consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock is converted into or exchanged for stock or other securities of any other Person or cash or any other property or (iii) the Company sells or otherwise transfers (or one or more of its direct or indirect, wholly-owned Subsidiaries sells or otherwise transfers) in one transaction or a series of related transactions, assets, cash flow or earning power aggregating to fifty percent (50%) or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any of its direct or indirect, wholly-owned Subsidiaries in one or more transactions each of which complies with Section 11(o)) (any event described in clause (i), (ii) or (iii) of this Section 13(a) following the Share Acquisition Date, a “Flip-over Event”), then, and in each such case, proper provision shall be made so that: (A) each holder of a Right, except as provided in Section 7(e), shall have the right to receive upon the exercise thereof at the Exercise Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock otherwise receivable upon exercise, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Flip-over Stock, not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the Exercise Price by the number of shares of Common Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Event, multiplying the number of such shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Exercise Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the “Exercise Price” for each Right and for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d)) per share of the Flip-over Stock on the date of consummation of such Flip-over Event; (B) such Flip-over Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Flip-over Party, it being specifically intended that the provisions of Section 11 shall apply only to such Flip-over Party following the first occurrence of a Flip-over Event; (D) such Flip-over Party shall take such steps (including the reservation of a sufficient number of shares of Flip-over Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (E) the provisions of Section 11(a)(ii) shall be of no effect following the first occurrence of any Flip-over Event.

(b)

“Flip-over Party” shall mean:

(i)

in the case of any transaction described in Section 13(a)(i) or (ii), (A) the Person (including the Company as successor thereto or as the surviving entity) that is the issuer of any securities into which shares of Common Stock are converted or exchanged in such share exchange, consolidation or merger, or, if there is more than one such issuer, the issuer whose common stock (or similar equity interest) has the highest aggregate market value; and (B) if no securities are so issued, (1) the Person that is the other party to such merger, if such Person survives the merger, or, if there is more than one such Person, the Person whose common stock (or similar equity interest) has the highest aggregate market value, (2) if the Person that is the other party to such share exchange, consolidation or merger does not survive the merger, the Person that does survive the merger (including the Company, if it survives) or (3) the Person resulting from the consolidation; and

(ii)

in the case of any transaction described in Section 13(a)(iii), the Person that is the party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions, or, if each Person that is a party to such transaction or transactions receives the same portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions or if the Person receiving the greatest portion of the assets, cash flow or earning power cannot be determined, whichever such Person the common stock (or similar equity interest) of which has the highest aggregate market value;

provided, however, that in any such case described in the foregoing clause (i) or (ii) of this Section 13(b), (x) if the common stock (or similar equity interest) of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person, the common stock (or similar equity interest) of which is and has been so registered, “Flip-over Party” shall refer to such other Person; (y) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the common stock (or similar equity interest) of two or more of which are and have been so registered, “Flip-over Party” shall refer to whichever of such Persons is the issuer of the common stock (or similar equity interest) having the greatest aggregate market value; and (z) if the common stock (or similar equity interest) of such Person is not at such time and has not been so registered and such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in the foregoing clauses (x) and (y) will apply to each of the chains of ownership having an interest in such joint venture as if such Person were a Subsidiary of both or all of such joint ventures, and the Flip-over Parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.

(c)

The Company shall not consummate any Flip-over Event unless the Flip-over Party has a sufficient number of authorized shares of Flip-over Stock (or similar equity interest) which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Flip-over Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in Section 13(a) and Section 13(b) and further providing that, as soon as practicable after the date of any exchange, consolidation, merger, sale or transfer of assets mentioned in Section 13(a), the Flip-over Party, at its own expense, shall:

(i)

if required to file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights, (A) prepare and file such registration statement on an appropriate form and (B) use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Time;

(ii)

qualify or register the Rights and take such action as may be required to ensure that any such acquisition of such securities purchasable upon exercise of the Rights under blue sky laws of each jurisdiction, as may be necessary or appropriate;

(iii)

deliver to holders of the Rights historical financial statements for the Flip-over Party and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act;

(iv)

use its best efforts to obtain any and all necessary regulatory approvals as may be required with respect to the securities purchasable upon exercise of the Rights;

(v)

use its best efforts, if the common stock of the Flip-over Party is listed or admitted to trading on the Nasdaq, the NYSE or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on the Nasdaq, the NYSE or on such securities exchange, or if the securities of the Flip-over Party that may be acquired upon exercise of the Rights are not listed or admitted to trading on the Nasdaq, the NYSE or on another national securities exchange, to cause the Rights and the securities purchasable upon exercise of the Rights to be authorized for quotation on any other system then in use; and

(vi)

obtain waivers of any rights of first refusal or preemptive rights in respect of the common stock of the Flip-over Party subject to purchase upon exercise of outstanding Rights.

(d)

In case the Flip-over Party has, at any relevant time (including the time of the Flip-over Event or immediately thereafter), a provision in any of its authorized securities or in its certificate or articles of incorporation, bylaws or other instrument governing its affairs, or any other agreements or arrangements, which provision would have the effect of (i) causing such Flip-over Party to issue (other than to holders of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a Flip-over Event, shares of common stock (or similar equity interests) of such Flip-over Party at less than the then Current Market Price or securities exercisable for, or convertible into, common stock of such Flip-over Party at less than such then Current Market Price; (ii) providing for any special payment, tax or similar provision in connection with the issuance of common stock of such Flip-over Party pursuant to this Section 13 or (iii) otherwise eliminating or substantially diminishing the benefits intended to be afforded by the Rights in connection with, or as a consequence of, a Flip-over Event, then in each such case, the Company may not consummate any such Flip-over Event unless prior thereto, the Company and such Flip-over Party have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such Flip-over Party has been cancelled, waived or amended, or that the authorized securities have been redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation of such Flip-over Event.

(e)

The Company covenants and agrees that it shall not, at any time after a Flip-in Event, enter into any transaction of the type described in Section 13(a)(i) through Section 13(a)(iii) if (i) at the time of or immediately after such transaction there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights; (ii) prior to, simultaneously with or immediately after such transaction, the shareholders of the Person who constitute, or would constitute, the Flip-over Party for purposes of Section 13(b) have received a distribution of Rights previously owned by such Person or any Related Person thereof or (iii) the form or nature of organization of the Flip-over Party would preclude or limit the exercisability of the Rights.

(f)

Notwithstanding anything herein to the contrary, in the event of any merger or acquisition transaction involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Related Persons), which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7(a).

(g)

The provisions of this Section 13 shall similarly apply to successive exchanges, consolidations, mergers, sales or other transfers. In the event that a Flip-over Event occurs at any time after the occurrence of a Flip-in Event, the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

Section

14. Fractional Rights and Fractional Shares

(a)

The Company shall not be required to issue fractions of Rights, except prior to the Distribution Time as provided in Section 11, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the Closing Price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.

(b)

The Company shall not be required to issue fractions of shares of Common Stock, Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock, Common Stock Equivalents or other securities. In lieu of fractional shares of Common Stock, Common Stock Equivalents or other securities, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common Stock, Common Stock Equivalents or such other securities. For purposes of this Section 14(b), the current market value of one share of Common Stock or other security (other than a Common Stock Equivalent) shall be the Closing Price of one share of Common Stock or such other security, as applicable, for the Trading Day immediately prior to the date of such exercise, and the current market value of a Common Stock Equivalent shall be deemed to equal the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise.

(c)

The holder of a Right by the acceptance of the Rights expressly waives such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

(d)

Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent may rely upon such a certificate and has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received such a certificate and sufficient monies.

Section 15. Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to the terms of this Agreement, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Time, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Time, any registered holder of shares of Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Time, of the Common Stock), may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations of the Company under this Agreement.

Section 16. Agreement of Rights Holders. Every holder of a Right, by accepting such Right, consents and agrees with the Company and the Rights Agent and with every holder of a Right that:

(a)

prior to the Distribution Time, the Rights shall be transferable only in connection with the transfer of Common Stock;

(b)

after the Distribution Time, the Rights Certificates shall be transferable only on the registry books of the Rights Agent if surrendered at the offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;

(c)

subject to Section 6(a) and Section 7(f), the Company and the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Distribution Time, any associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or any associated Common Stock certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e), shall be required to be affected by any notice to the contrary; and

(d)

notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company shall use commercially reasonable efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as promptly as practicable.

Section 17. Rights Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be the holder of the number of shares of Common Stock or any other securities of the Company that may at any time be issuable upon the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 26), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.

Section

18. Liability and Indemnity

(a)

The Rights Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses caused by its bad faith, wilful misconduct or gross negligence.

(b)

The Company indemnifies and holds harmless the Rights Agent and its affiliates, their respective successors and assigns, and each of their respective directors, officers, employees and agents (collectively, the “Indemnified Parties”), from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Right Agents’ duties, and including any services that the Rights Agent may provide in connection with or in any way relating to this Agreement (unless arising from the Rights Agent's gross negligence, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Company. Notwithstanding any other provision hereof, the Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding.

(c)

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

(d)

Notwithstanding any other provision of this Agreement, the Rights Agent’s liability shall be limited, in the aggregate, to the amount of fees paid by the Company to the Agent under this Agreement in the 12 months immediately prior to the Rights Agent receiving the first notice of any claim.

(e)

In the event of any claim, action or proceeding brought or commenced against the Rights Agent, the Rights Agent shall notify the Company promptly after the Rights Agent receives written assertion of such claim or has been served with a summons or other legal process, giving information as to the nature and basis of the claim, action or proceeding. The Company shall undertake the investigation and defence of any such claim, action or proceeding and the Rights Agent shall have the right to retain other counsel, at the Rights Agent’s own expense, to act on the Rights Agent’s behalf, provided that, if the Agent reasonably determines that a conflict of interest or other circumstances wherein the Rights Agent’s best interests would not be adequately represented exist that make representation by counsel chosen by the Company not advisable, the fees and disbursements of such other counsel shall be paid by the Company.

(f)

The provisions of this Section 18 shall survive indefinitely, including the termination of this Agreement.

(g)

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act under this Agreement if, due to a lack of information or for any other reason whatsoever, the agent, in its sole judgment, determines that such act might cause the Rights Agent to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Rights Agent, in its sole judgment, determine at any time that the Right Agent acting under this Agreement has resulted in the Rights Agent being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then the Rights Agent shall have the right to resign on 10 days written notice to the Company, provided (a) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance; and (b) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

Section

19. Concerning the Rights Agent

(a)

The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, execution, administration delivery and amendment of this Agreement and the exercise and performance of its duties hereunder.

(b)

The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 21. Unless the Rights Agent receives notice thereof, the Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection with any event unless and until it has received notice of such event in writing.

(c)

To the extent the Company is not also a party to an action, proceeding, suit or claim against the Rights Agent concerning this Agreement or the performance by the Rights Agent of its duties hereunder, the Rights Agent shall promptly notify the Company in accordance with Section 27 of the assertion of such action, proceeding, suit or claim against the Rights Agent promptly after the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company. The Company shall be entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)

The provisions of this (b) and Section 21 shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and expiration of the Rights. The Rights Agent shall be liable hereunder only for its and its employees’, directors’, officers’ and agents’ negligence, bad faith or willful misconduct (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. Notwithstanding anything to the contrary herein, any liability of the Rights Agent under this Agreement shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

Section

20. Merger or Consolidation or Change of Name of Rights Agent

(a)

Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that such Person would be eligible for appointment as a successor Rights Agent under Section 22. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 20. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement, any of the Rights Certificates has been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at the time any of the Rights Certificates has not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

(b)

In case at any time the name of the Rights Agent is changed, and at such time any of the Rights Certificates has been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case, at that time, any of the Rights Certificates has not been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Section 21. Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement, and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall perform such duties and obligations, upon the following terms and conditions, by all of which the Company and the holders of Rights, by their acceptance thereof, shall be bound:

(a)

The Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Rights Agent or the Company or an employee of the Rights Agent), and the advice or opinion of such counsel shall be full authorization and protection to the Rights Agent as to, and the Rights Agent shall have no liability for or in respect of, any action taken or omitted by it in the absence of bad faith and in accordance with such advice or opinion.

(b)

Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter (including the identity of any Acquiring Person and the determination of the Current Market Price) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or by any other authorized director or officer of the Company to whom such authority is delegated by the Board of Directors from time to time, and delivered to the Rights Agent; and such certificate shall be full authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in the absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such certificate as set forth in this Section 21(b).

(c)

The Rights Agent shall not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only.

(d)

the Rights Agent will not be bound to give notice to any Person of the execution hereof;

(e)

the Rights Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct, fraud or bad faith;

(f)

the Rights Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any Rights Certificate whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof;

(g)

The Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the legality or validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be liable or responsible for any adjustment or calculation required under Section 11, Section 13, Section 14 or Section 25 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment or calculation (except with respect to the exercise of Rights evidenced by Rights Certificates subject to the terms and conditions hereof after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock will, when so issued, be validly authorized and issued, fully paid and non-assessable.

(h)

The Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Securities and Exchange Commission or this Agreement, including obligations under applicable regulation or law.

(i)

The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.

(j)

The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required or requested by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(k)

The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such instructions shall provide full authorization and protection to the Rights Agent and the Rights Agent shall not be liable for and it shall incur no liability for or in respect of any action taken, suffered or omitted by it in the absence of bad faith in accordance with instructions of any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from any such officer and shall not be liable for any action taken, suffered or omitted to be taken by the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than five Business Days after the date any such officer of the Company actually receives such application, unless any such officer has consented in writing to an earlier date) unless, prior to taking any such action (or the effective date, in the case of an omission), the Rights Agent has received written instructions in response to such application specifying the action to be taken or omitted.

(l)

The Rights Agent and any shareholder, director, Affiliate, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.

(m)

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, omission, default, neglect or misconduct; provided, however, that reasonable care was exercised in the selection and continued employment thereof.

(n)

No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights or powers if there are reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(o)

If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been properly completed or indicates an affirmative response to clause 1 or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company; provided, however, that Rights Agent shall not be liable for any delays arising from the duties under this Section 21(o).

(p)

The Rights Agent shall have no responsibility to the Company, any holders of Rights or any other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement.

(q)

The Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 27 hereof, and in the absence of such notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.

(r)

The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (i) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (ii) any law, act, regulation or any interpretation of the same.

(s)

In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent may (upon notice to the Company of such ambiguity or uncertainty), in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Rights Certificate or any other Person for refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Rights Agent.

Section 22. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice in writing to the Company and, if such resignation or discharge occurs after the Distribution Time, to the holders of the Rights Certificates by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon no less than thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to the transfer agent of the Common Stock, by registered or certified mail, and, if such removal occurs after the Distribution Time, to the holders of the Rights Certificates by first-class mail. If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by any registered holder of a Rights Certificate (who shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or Canada or of any state of the United States or Province of Canada (so long as such Person is authorized to do business as a banking institution in such state or Province), in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least US$50,000,000 or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and the transfer agent of the Common Stock, and, if such appointment occurs after the Distribution Time, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 22 or any defect therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 23. Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Time and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded prior to the Distribution Time, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing an appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof and (iii) no such Rights Certificate shall be issued pursuant to this Section 23 to any Acquiring Person or other Person whose Rights would become null and void pursuant to Section 7(e).

Section

24. Redemption and Termination

(a)

The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) day following the Share Acquisition Date (or if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date) or (ii) the Final Expiration Time (such time being hereinafter referred to as the “Redemption Period”), cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of US$0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.

(b)

Immediately upon the action of the Board ordering the redemption of the Rights pursuant to Section 24(a) or such later time as the Board may establish for the effectiveness of such redemption, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within ten (10) days after the action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Time, on the registry books of the transfer agent for the Common Stock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made.

Section

25. Exchange

(a)

The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Acquiring Person, together with all of its Related Persons, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding. From and after the occurrence of a Flip-over Event, any rights that theretofore have not been exchanged pursuant to this Section 25(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 25(a). Before effecting an exchange pursuant to this Section 25, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board) of the shares of Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends paid or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

(b)

Immediately upon the effectiveness of the action of the Board ordering the exchange of any Rights pursuant to Section 25(a) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt written notice thereof to the Rights Agent) of any exchange. The Company promptly thereafter shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of shares of Common Stock for Rights shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange of Rights shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to Section 7(e)) held by each holder of Rights. Prior to effecting any exchange and registering shares of Common Stock in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine if such Rights are null and void. If any Person fails to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). No failure to give, or any defect in, any notice provided under this Section 25(b) shall affect the validity of any exchange. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid and non-assessable shares of Common Stock or of such other securities, as the case may be.

(c)

Upon declaring an exchange pursuant to this Section 25, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 25 is not received by holders of Rights that have become null and void pursuant to Section 7(e).

(d)

In any exchange pursuant to this Section 25, the Company, at its option, may substitute shares of Equivalent Common Stock for some or all shares of Common Stock exchangeable for Rights.

(e)

In the event that there are not sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 25, the Company shall take all such actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights.

(f)

The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of one share of Common Stock. For the purposes of this Section 25(f), the current market value of one share of Common Stock shall be the Closing Price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 25.

Section

26. Notice of Certain Events

(a)

In the event the Company proposes, at any time after the earlier of the Distribution Time or the Share Acquisition Date, (i) to pay any dividend payable in stock of any class or series to the holders of Common Stock or to make any other distribution to the holders of Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of Common Stock rights or warrants to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of fifty percent (50%) or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 27, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by the foregoing clause (i) or (ii) at least twenty (20) days prior to the record date for determining holders of the shares of Common Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock, whichever shall be the earlier; provided, however, that no such action shall be taken pursuant to this Section 26(a) that will or would conflict with any provision of the Charter; provided further that no such notice is required pursuant to this Section 26 if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earning power to, any other Subsidiary of the Company.

(b)

In case a Flip-in Event occurs, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 27, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii), and (ii) all references to Common Stock in Section 26(a) shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

(c)

In case any Flip-over Event occurs, the Company shall, as soon as practicable thereafter, give to each registered holder of a Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 27, a written notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 13(a).

Section 27. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if in writing and sent by first-class, registered or express mail, FedEx or United Parcel Service or any other nationally recognized courier service, postage prepaid, (or by facsimile transmission or email, if receipt is confirmed telephonically) addressed (until another address is filed in writing with the Rights Agent) as follows:

Snow Lake Resources Ltd.

360 Main St., 30th Floor

Winnipeg, Manitoba, Canada, R3C 4G1

Attention: Frank Wheatley

Telephone: (204) 815-5806

Email: fw@snowlakelithium.com

with a copy (which shall not constitute notice) to:

MLT Aikins LLP

360 Main St., 30th Floor

Winnipeg, Manitoba, Canada R3C 4G1

Attention: W. Douglas Stewart

Telephone: (204) 957-4890

Email: dstewart@mltaikins.com

Subject to Section 22, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if in writing and sent by first-class, registered or express mail, FedEx or United Parcel Service or any other nationally recognized courier service, postage prepaid, (or by facsimile transmission with receipt confirmation) addressed (until another address is filed in writing with the Company) as follows:

Endeavor Trust Corporation

702 – 777 Hornby Street

Vancouver, BC, V6Z 1S4

Attention: Securities Processing

Email: admin@endeavortrust.com

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Time, to the holder of shares of Common Stock) shall be sufficiently given or made if in writing, sent by first-class, registered or express mail, FedEx or United Parcel Service or any other nationally recognized courier service, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 28. Supplements and Amendments. Except as otherwise provided in this Section 28, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights (a) prior to the Share Acquisition Date, in any respect, and (b) on or after the Share Acquisition Date, (i) to make any changes that the Company may deem necessary or desirable that do not materially adversely affect the interests of the holders of Rights (other than the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that may be inconsistent with any other provision herein, including any change in order to satisfy any applicable law, rule or regulation. Without limiting the foregoing, the Company, by action of the Board, may, at any time before any Person becomes an Acquiring Person, amend this Agreement to make this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Common Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company, that states that the proposed supplement or amendment complies with the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations under this Agreement. Prior to the Distribution Time, the interests of the holders of Rights shall be deemed coincident with the interests of holders of shares of Common Stock.

Section 29. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 30. Determination and Action by the Board. The Board, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including the right and power to (a) interpret the provisions of this Agreement and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination whether or not to redeem the Rights, to exchange the Rights or to amend this Agreement). Without limiting any of the rights and immunities of the Rights Agent, all such actions, calculations, interpretations and determinations (including for purposes of the following clause (ii), all omissions with respect to the foregoing) which are done or made by the Board in good faith shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (ii) not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled to always assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon when acting pursuant to this Agreement.

Section 31. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Time, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Time, registered holders of the Common Stock).

Section 32. Tax Compliance and Withholding. The Company hereby authorizes the Rights Agent to deduct from all payments disbursed by the Rights Agent to the holders of the Rights, if applicable, the tax required to be withheld pursuant to the Internal Revenue Code of 1986, as amended, or the Income Tax Act (Canada) or by any other applicable United States or Canadian federal, state or provincial statutes in effect as of the date hereof or subsequently enacted, and to make the necessary returns and payments of such tax to the relevant taxing authority. The Company will provide withholding and reporting instructions in writing to the Rights Agent from time to time as relevant, and upon request of the Rights Agent. The Rights Agent shall have no responsibilities with respect to tax withholding, reporting or payment except as specifically instructed by the Company.

Section 33. Severability. If any term, provision, covenant or restriction of this Agreement or the Rights is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement and the Rights shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Agreement or the Rights would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 24 shall be reinstated and shall not expire until the Close of Business on the tenth (10th) day following the date of such determination by the Board; provided further, however, that if such excluded provision shall materially and adversely affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company and, if such resignation occurs after the Distribution Time, to the holders of the Rights Certificates by first-class mail.

Section 34. Governing Law; Submission to Jurisdiction. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the Province of Manitoba and for all purposes shall be governed by and construed in accordance with the laws of such Province applicable to contracts made and to be performed entirely within such Province. The Company and each holder of Rights hereby irrevocably submits to the exclusive jurisdiction of the courts of the Province of Manitoba over any suit, action or proceeding arising out of or relating to this Agreement. The Company and each holder of Rights acknowledge that the forum designated by this Section 34 has a reasonable relation to this Agreement and to such Persons’ relationship with one another. The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in this Section 34. The Company and each holder of Rights undertake not to commence any action subject to this Agreement in any forum other than the forum described in this Section 34. The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Persons.

Notwithstanding the foregoing, in the event that any government or other regulatory authority shall issue any cease trade or other order or decision with the effect of terminating this Agreement or making this Agreement invalid or inoperable, such order or decision shall not affect any other laws, rules or regulations governing take-over bids for the Company or restrictions on acquiring Common Stock, including National Instrument 62-104 – Take-Over Bids and Issuer Bids of the Canadian Securities Administrators.

Section 35. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed signature page of the Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

Section 36. Descriptive Headings; Interpretation. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Each reference in this Agreement to a period of time following or after a specified date or event shall be calculated without including such specified date or the day on which such specified event occurs.

Section 37. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including acts of God, terrorist acts, shortage of supply, epidemics, pandemics, any act or provision or present or future law or regulation or governmental authority, civil or military disobedience or disorder, riot, rebellion, insurrection, fire, earthquake, storm, flood, strike, work stoppage, breakdowns, interruptions or malfunctions of computer facilities, loss of data due to power failures, mechanical difficulties with information storage or retrieval systems, labor difficulties, war and civil unrest).

* * * * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

	SNOW LAKE RESOURCES LTD.

	Per:	/s/ Frank Wheatley
		Name: Frank Wheatley
		Title: Chief Executive Officer

	ENDEAVOR TRUST CORPORATION

	Per:	/s/ David Eppert
		Name: David Eppert
		Title: Chief Executive Officer

	ENDEAVOR TRUST CORPORATION

	Per:	/s/ Catherine Wang
		Name: Catherine Wang
		Title: Chief Financial Officer

Exhibit A

Form of Rights Certificate

Certificate No. R- __________ Rights

NOT EXERCISABLE AFTER MARCH 31, 2028 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY OR AN EARLIER “EXPIRATION TIME” (AS DEFINED IN THE RIGHTS AGREEMENT) OCCURS. AS SET FORTH IN THE RIGHTS AGREEMENT, THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT US$0.001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN “ACQUIRING PERSON” OR ANY “RELATED PERSON” OF AN “ACQUIRING PERSON” (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BECOME NULL AND VOID.

[THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR A RELATED PERSON OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR A CERTAIN TRANSFEREE OF AN ACQUIRING PERSON OR OF ANY SUCH RELATED PERSON. ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY WILL BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) OF SUCH RIGHTS AGREEMENT.]*

* The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.

RIGHTS CERTIFICATE

SNOW LAKE RESOURCES LTD.

This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, dated as of March 31, 2025 (as amended from time to time in accordance with its terms, the “Rights Agreement”), by and between Snow Lake Resources Ltd., a Manitoba corporation (the “Company”), and Endeavor Trust Corporation, the rights agent (and any successor rights agent, the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (Winnipeg time) on March 31, 2028 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one common share of the Company (the “Common Stock”), of the Company, at an exercise price of US$1.75 per Right (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per Right set forth above, are the number and Exercise Price as of March 31, 2025, based on the Common Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock will be issued. Capitalized terms used but not defined herein shall having the meanings specified in the Rights Agreement.

Upon the occurrence of a Flip-in Event, if the Rights evidenced by this Rights Certificate are Beneficially Owned by (i) an Acquiring Person or a Related Person of an Acquiring Person, (ii) a transferee of any such Acquiring Person or Related Person or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or a Related Person of such Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event.

As provided in the Rights Agreement, the Exercise Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Common Stock as the Rights evidenced by the Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may, in each case at the option of the Company, be (i) redeemed by the Company at a redemption price of US$0.001 per Right or (ii) exchanged in whole or in part for shares of Common Stock. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights shall terminate and the only right of the holders of Rights shall be to receive the redemption price.

No fractional shares of Common Stock shall be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment shall be made, as provided in the Rights Agreement.

No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

This Rights Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Rights Agent from time to time under the Rights Agreement.

This Rights Certificate may be signed by facsimile or other electronic means, which shall be deemed to be an original and shall be deemed to have the same legal effect and validity as a certificate bearing an original signature.

A signed copy of this Rights Certificate transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect and validity as delivery of an originally-executed copy of this Rights Certificate, provided that if this Rights Certificate bears an electronic signature as contemplated by the paragraph above and the Company is delivering this Rights Certificate by electronic transmission pursuant to this paragraph, then the Company represents that the electronically transmitted Rights Certificate shall be the only executed copy to be issued by the Company.

* * * * * *

IN WITNESS WHEREOF, the Company has caused this Rights Certificate to be signed by its officers or other individuals duly authorized by the Company.

Dated as of _______ __, 20__

	SNOW LAKE RESOURCES LTD.

	By:
	Name:
	Title:

	Countersigned:

	ENDEAVOR TRUST CORPORATION

	By:
	Name:
	Title:

[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED ________________________ hereby, sells, assigns and transfers unto

(Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney in fact to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution.

Dated:		,

Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed by a member or participant in the Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Guarantees by a notary public are not acceptable.

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1)

this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and

(2)

after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who or which is, was or subsequently became an Acquiring Person or a Related Person of an Acquiring Person.

Dated:		,

Signature

Signature Medallion Guaranteed:

NOTICE

The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above is not completed, the Company shall deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or a Related Person thereof (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, shall affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate.

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise Rights represented by the Rights Certificate.)

TO:	SNOW LAKE RESOURCES LTD.

The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to:

Please insert social security

or other identifying number:

(Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number:

(Please print name and address)

Dated:		,

Signature

Signature Medallion Guaranteed:

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1)	the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and

(2)	after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who or which is, was or became an Acquiring Person or a Related Person of an Acquiring Person.

Dated:		,

Signature

Signature Medallion Guaranteed:

NOTICE

The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above is not completed, the Company shall deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or a Related Person thereof (as such terms are defined in the Rights Agreement), and the Election to Purchase will not be honored.

Exhibit B

SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK

On March 31, 2025, the board of directors (the “Board”) of Snow Lake Resources Ltd., a Manitoba corporation (the “Company”), adopted a shareholder rights agreement and declared a dividend of one right (each, a “Right”) for each outstanding common share of the Company (“Common Stock”), to holders of record of Common Stock at the close of business on March 31, 2025 (the “Record Date”). Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one share of Common Stock at an exercise price of US$1.75 per Right, subject to adjustment.

The description and terms of the Rights are set forth in a shareholder rights agreement, dated as of March 31, 2025 (the “Rights Agreement”), between the Company and Endeavor Trust Corporation, as rights agent (and any successor rights agent, the “Rights Agent”).

The Rights Agreement should not interfere with any merger or other business combination approved by the Board.

The Rights. The Rights will attach to any shares of Common Stock that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Rights Agreement.

Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Rights Agreement by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.

Until the Distribution Time, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be mailed to holders of record of Common Stock as of the Distribution Time. From and after the Distribution Time, the separate rights certificates alone will represent the Rights.

The Rights are not exercisable until the Distribution Time. Until a Right is exercised, its holder will have no rights as a shareholder of the Company, including the right to vote or to receive dividends.

Separation and Distribution of Rights; Exercisability. Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time”, which occurs upon the earlier of:

●

the close of business on the tenth (10th) day after the “Share Acquisition Date” (which is defined as (a) the first date of public announcement that any person or group has become an “Acquiring Person”, which is defined as a person or group that, together with its affiliates and associates, beneficially owns 10% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) such other date, as determined by the Board, on which a person or group has become an Acquiring Person); or

●

the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person or group becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.

An Acquiring Person does not include:

●

the Company or any subsidiary of the Company;

●

any officer, director or employee of the Company or any subsidiary of the Company in his or her capacity as such;

●

any employee benefit plan of the Company or of any subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of the Company or any subsidiary of the Company; or

●

any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the Rights Agreement, beneficially owns 10% or more of the outstanding shares of Common Stock so long as such person or group continues to beneficially own at least 10% of the outstanding shares of Common Stock and does not acquire shares of Common Stock (excluding as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers or employees) to beneficially own an amount equal to or greater than the greater of 10% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Rights Agreement plus 0.1% of the then outstanding shares of Common Stock.

In addition, the Rights Agreement provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from the Company or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person.

Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts.

Expiration Time. The Rights will expire on the earliest to occur of (a) the close of business on March 31, 2028 (the “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by the Company (as described below) or (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person (the earliest of (a), (b) and (c) being herein referred to as the “Expiration Time”).

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right.

For example, at an exercise price of US$1.75 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase US$3.50 worth of Common Stock for US$1.75. Assuming that Common Stock had a per share value of US$0.35 at that time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for US$0.35.

Flip-over Event. In the event that, at any time following the Share Acquisition Date, any of the following occurs (each, a “Flip-over Event”):

●

the Company consolidates with, or merges with and into, any other entity, and the Company is not the continuing or surviving entity;

●

any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or surviving entity and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or

●

the Company sells or otherwise transfers, in one transaction or a series of related transactions, fifty percent (50%) or more of the Company’s assets, cash flow or earning power,

each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

Anti-dilution Adjustments. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution:

●

in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock,

●

if holders of the Common Stock are granted certain rights, options or warrants to subscribe for Common Stock or convertible securities at less than the current market price of the Common Stock or

●

upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least one percent (1%) of the exercise price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading day prior to the date of exercise.

Redemption; Exchange. At any time prior to the earlier of (i) the tenth (10th) day following the Share Acquisition Date or (ii) the Final Expiration Time, the Company may redeem the Rights in whole, but not in part, at a price of US$0.001 per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at a later time as the Board may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

At any time before any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) or more of the outstanding shares of Common Stock, the Company may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate, whose Rights will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment).

Amendment of the Rights Agreement. The Company and the Rights Agent may from time to time amend or supplement the Rights Agreement without the consent of the holders of the Rights. However, on or after the Share Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).

Miscellaneous. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring company or in the event of the redemption of the Rights as described above.

Additional Information. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to a registration statement on Form 8-A and a current report on Form 8-K. A copy of the Rights Agreement is also available free of charge from the Company.

* * * * *

This description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

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Da Mar 2025 a Apr 2025

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