AI assistant
Nexus Uranium Corp. — M&A Activity 2026
Feb 3, 2026
47557_rns_2026-02-03_b3188217-9334-4bac-ae81-2231afda2ba1.pdf
M&A Activity
Open in viewerOpens in your device viewer
Chord Property
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT is dated for reference as of November 26, 2025 (the "Effective Date").
AMONG:
COWBOY EXPLORATION AND DEVELOPMENT LLC, a limited liability company organized under the laws of the State of Wyoming and having an office for mailing at [address redacted]
("Cowboy")
OF THE FIRST PART
AND:
ST. CLOUD TRADING CORP., a company incorporated pursuant to the laws of the Province of British Columbia and having an address at [address redacted]
("St. Cloud")
OF THE SECOND PART
AND:
THOMAS BYRNE, an individual having an office at [address redacted]
("Byrne")
OF THE THIRD PART
AND:
NEXUS URANIUM CORP., a company incorporated pursuant to the laws of the Province of British Columbia and having offices at 503 – 905 West Pender Street, Vancouver, British Columbia, Canada, V6C 1L6
("Nexus")
OF THE FOURTH PART
WHEREAS:
A. Cowboy, St. Cloud, Byrne and Basin Uranium Corp. ("Basin") were the parties to a property option agreement dated February 24, 2023 (the "Option Agreement") pursuant to which Basin was granted an option to acquire an undivided 90% interest in and to the Property (as defined herein).
B. As of the date of the Option Agreement, St. Cloud and Byrne had pre-existing contractual relationships with Cowboy pertaining to various services relating to the Property and each agreed to receive a portion of the consideration being paid by Basin to Cowboy under the Option Agreement in exchange for those services.
C. Effective September 16, 2025, Basin became a wholly owned subsidiary of Nexus following the acquisition by Nexus of 100% of the outstanding common shares of Basin pursuant to an arrangement agreement dated June 25, 2025, as amended (the "Arrangement Agreement").
D. Following the acquisition of Basin, Nexus replaced Basin as a party to the Option Agreement pursuant to Part 18 of the Option Agreement.
E. Cowboy, St. Cloud, Byrne and Nexus have agreed to terminate the Option Agreement and Cowboy has agreed to sell Nexus a 100% undivided interest in and to the Property pursuant to the terms and conditions as set out in this mineral property purchase agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual promises, covenants, conditions, representations and warranties herein set out, the Parties agree as follows:
ARTICLE 1 - DEFINITIONS
1.1 For the purposes hereof the following words and phrases shall have the following meanings:
(a) "Affiliate" means with respect to a Party, any person, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, a Party and, for such purposes, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise, and includes a partnership or joint venture over which a Party exercises control; shall have the meaning attributed to such term in the Business Corporations Act (British Columbia);
(b) "Agreement" means this mineral property purchase agreement, as amended from time to time;
(c) "Applicable Securities Laws" means the Securities Act (British Columbia), all rules and regulations issued thereunder as of the date thereof, as well as all applicable instruments, policy statements, notices, blanket rulings and orders issued by the British Columbia Securities Commission or the Canadian Securities Administrators as applicable to the Province of British Columbia during the term of this Agreement;
(d) "Area of Interest" means that area extending five miles from the outermost perimeter of the unpatented mining claims comprising Property;
(e) "Business Day" means any day on which chartered banks in the City of Vancouver, British Columbia, Canada are open for business during normal banking hours;
(f) "Closing" means the completion of the purchase and sale of the Property in accordance with ARTICLE 8 thereof.
(g) "Closing Date" means that date that is two Business Days following the Exchange Acceptance Date:
(h) "Commercial Production" means the first day of the month following the month in which Minerals from a mine on the Property have been extracted and processed to yield product for sixty (60) consecutive days at a rate, averaged over such sixty (60) day period, of not less than seventy percent (70%) of the average daily rate projected by the feasibility study pursuant to which a mine is developed. The processing or shipping of bulk samples for testing purposes shall not be considered for the purpose of establishing the commencement of Commercial Production;
(i) "Dorsey" means Dorsey & Whitney LLP, US legal counsel to Nexus;
Chord Property
(j) “Encumbrances” means any mortgage, privilege, easement, charge, royalty, stream, hypothecation, lien, pledge, security interest, adverse claim, assignment, option, claim or other title defect, or other encumbrance of any kind or nature whatsoever (including any agreement to give any of the foregoing), whether or not registered or registrable or whether consensual or arising by operation of law (statutory or otherwise), but does not include any Permitted Encumbrances;
(k) “Exchange” means the Canadian Securities Exchange;
(l) “Exchange Acceptance Date” means the later of the date which is: (a) five Business Days after Nexus files a CSE Form 9 respecting this Agreement with the Exchange; and (b) the date on which comments respecting this Agreement made by the Exchange (if any) are resolved to the satisfaction of the Exchange (and Nexus shall be entitled to determine, in their sole discretion, whether such comments have been resolved to the satisfaction of the Exchange;
(m) “Governmental Authority” means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or local government or authority, quasi government authority, fiscal or judicial body, government or self regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing, associated with the Property, and shall include any renewal thereof and any form of successor or substitute title thereto;
(n) “Liability” means
(i) any debt, obligation, liability, loss, expense, cost or damage of any kind and however arising, including penalties, fines and interest and including those which are prospective or contingent and those the amount of which is not ascertained or ascertainable; and
(ii) a demand, claim, action or proceeding however arising and whether present, unascertained, immediate, future or contingent;
(o) “Minerals” means all ores and concentrates or metals derived from them, containing precious, base, and/or industrial minerals (including gems and uranium) which are found in, on or under the Property and may lawfully be explored for, mined and sold under the Mineral Rights and other instruments of title under which the Property is held;
(p) “Mineral Rights” means:
(i) prospecting licences, exploration licences, mining claims (whether patented or unpatented), mining leases, mining licences, mineral concessions, mining licences of occupation, and other forms of mineral tenure or other rights to Minerals, or to work upon lands for the purpose of searching for, developing or extracting Minerals under any form of mineral title recognized under the laws applicable in the State of South Dakota, whether contractual, statutory or otherwise; or
(ii) any interest in any Mineral Right;
(q) “Net Smelter Returns” shall have the meaning ascribed to such term in Schedule “A” to this Agreement;
Chord Property
3
(r) “Other Rights” means any interest in real property, whether freehold, leasehold, license, right of way, easement, any other surface or other right in relation to real property, and any right, licence or permit in relation to the use or diversion of water, but excluding any Mineral Rights;
(s) “Party” means any one of Cowboy, St. Cloud, Byrne and Nexus; and “Parties” means Cowboy, St. Cloud, Byrne and Nexus, collectively;
(t) “Permitted Encumbrances” means: (i) statutory exceptions to title of the Property; (ii) easements and any registered or recorded restrictions or covenants that run with Property that do not in the aggregate materially detract from the value of the Property and will not materially and adversely affect the ability to carry on operations or activities conducted on, in or under the Property; (iii) registered or unregistered or recorded or unrecorded rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services; and (iv) inchoate or statutory liens for taxes not at the time overdue;
(u) “Property” means the 147 unpatented mining claims located in Fall River County, South Dakota, United States of America and includes the Mineral Rights, and Other Rights comprising the Chord Property as described in Schedule “B”, together with any present or future renewal, extension, modification, substitution, amalgamation or variation of any of those Mineral Rights or Other Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain);
(v) “Royalty” means a 1.0% interest in Net Smelter Returns to be retained by Cowboy and Byrne, collectively, at Closing, in accordance with each of their respective proportionate interests as set out herein, and applicable to Commercial Production of Minerals from the Property, subject to the terms and conditions set forth in Schedule “A” to this Agreement;
(w) “Shares” means the commons shares in the capital stock of Nexus;
(x) “Technical Information” means all scientific and technical information and materials relating to the Property in the possession or control of Cowboy or its Affiliates, whether in writing, graphic, machine readable, electronic or physical form, including: (i) all geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys; (ii) all scoping, pre-feasibility, feasibility, engineering and other technical studies, exploration plans, development plans, mine plans or similar studies or analyses; (iii) all drill core, samples, assays and other physical material resulting from the foregoing activities; (iv) all plans, blueprints, process flow sheets, equipment and parts lists, instructions, manuals and equipment records and procedures; and (v) all exploration, development, operations, production and other technical records, data and reports; and
1.2 Termination of Option Agreement
The Parties hereby agree that in partial consideration of entering into this Agreement:
(a) the Option Agreement shall be terminated concurrently with the Closing;
(b) upon termination, the Option Agreement will immediately become void and of no further force or effect;
Chord Property
(c) upon termination of the Option Agreement, this Agreement, the documents and other instruments to be delivered pursuant hereto or simultaneously herewith constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of and among the Parties hereto relating to the Property and there are no representations, warranties, covenants or other agreements among the Parties hereto in connection with the subject matter hereof except as specifically set forth in this Agreement; and
(d) if this Agreement is terminated for any reason prior to the Closing, the Option Agreement shall continue in full force and effect and remain binding on all Parties.
1.3 Headings
The Articles, Sections and other headings contained herein are included solely for convenience, are not intended to be full or accurate descriptions of the content of this Agreement and shall not be considered part of this Agreement.
1.4 Currency
Unless otherwise indicated, all dollar amounts contained in this Agreement are and shall be construed to be in dollars in the lawful currency of the United States of America.
1.5 Schedules
The following Schedules are attached to this Agreement are an integral part of this Agreement:
- Schedule "A" - Royalty Terms and Conditions
- Schedule "B" - The Property
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF COWBOY
2.1 Cowboy represents and warrants to Nexus that:
(a) the Property is properly and accurately described in Schedule "B";
(b) it is the legal and beneficial owner of a 100% interest in and to the Property;
(c) it is legally entitled to hold its interest in the Property and will remain so entitled until its ownership of the Property has been duly transferred to Nexus or a wholly owned subsidiary of Nexus as contemplated in this Agreement;
(d) it is, and at the time of transfer to Nexus or a wholly owned subsidiary of Nexus of its interest in the Mineral Rights comprising the Property as contemplated hereunder, it will be, the recorded and beneficial owner of all of the mining claims and Mineral Rights comprising the Property, free and clear of all Encumbrances;
(e) the mining claims and Mineral Rights comprising the Property have been duly and validly located and recorded pursuant to the laws of South Dakota and the federal laws of the United States of America applicable therein, and are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date thereof and until the dates set opposite the respective names thereof in Schedule "B" which shall in all cases be at least three months from the Effective Date;
Chord Property
(f) it has no notice, or knowledge of, any proposal to terminate or vary the terms of or rights attaching to, the Property from any Governmental Authority, or of any challenge to its right, title or interest in the Property;
(g) it has no notice, or knowledge of, any toxic or hazardous substance or waste having been disposed of stored, treated or located on the Property as a result of its activities on the Property or of those of its predecessors in title or interest;
(h) it has no notice, or knowledge of, any pending or ongoing claims or actions taken by or on behalf of any indigenous persons with respect to any lands included in the Property;
(i) it has no notice, or knowledge of, any adverse claims or challenges against or to the ownership of or title to any of the Mineral Rights comprising the Property, nor to its knowledge, is there any basis therefor, and to its knowledge, there are no outstanding agreements or options to acquire or to purchase the Property or any portion thereof, and no person has any royalty or other interest whatsoever in production from any of the Mineral Rights comprising the Property;
(j) other than pursuant to the Option Agreement, it is unaware of any contingent payment obligations which exist relating to the Property;
(k) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to placing it into bankruptcy or subject it to any other laws governing the affairs of insolvent persons;
(l) no third party consent of any kind is required by it to enter into this Agreement and completed the transactions contemplated hereby;
(m) there are no disputes between it and any of its subsidiaries or any non-governmental organization, community, or community group or, to its knowledge, threatened or imminent with respect to the Property;
(n) there are no conflicts between it and the local communities or the surface lands titleholders located within the mining rights of the Property or in peripheral areas that serve to access or explore the Property;
(o) it has not entered into any agreement, economic or otherwise, with the communities or with the holders of rights in the areas of the Property or in peripheral areas that serve as an access or for further exploration of the Property except as has been disclosed to Nexus, and it has all rights of access needed to access the Property;
(p) during the period that Cowboy has been the legal and beneficial owner of the Property, all activities on, in or under the Property have been carried out in accordance with all applicable environmental and mining laws;
(q) the Property is not the site of any former development or mining activities and there are no existing environmental conditions on, in or under the Property that may require current or future remedial or environmental restoration action under applicable environmental or mining laws;
(r) it has not received from any Governmental Agency any notice of, or communication relating to, any current or future remedial or environmental restoration action that may be required and there are no outstanding work orders, directions or actions required to be taken relating
Chord Property
to any environmental matters respecting the Property or any operations carried out on the Property;
(s) it has no notice, or knowledge of, any royalty or other interest whatsoever, over the Property, or in the non-precious metals or the precious metals contained in or on any part of the Property; and
(t) it is not aware of any facts relating to the Property which, if known to Nexus, could reasonably be expected to cause Nexus to decide not to enter into this Agreement or not to proceed to acquire the Property.
2.2 Cowboy hereby acknowledges that Nexus became a party to the Option Agreement upon the completion of its acquisition of Basin.
2.3 The representations and warranties contained in Section 2.1 hereof are provided for the exclusive benefit of Nexus, and any misrepresentation or breach of warranty may be waived by Nexus in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty and the representations and warranties contained in Section 2.1 hereof will survive the execution of this Agreement and continue through the Closing and for two years thereafter. Further, the representations and warranties contained in Section 2.1 hereof will be treated as made and be binding upon Cowboy continuously during the term of this Agreement.
2.4 Cowboy hereby covenants to and with Nexus that on execution of this Agreement:
(a) it will deliver or cause to be delivered to Nexus copies of all Technical Information in Cowboy's possession related to the Property that was not previously delivered to Basin under the Option Agreement;
(b) it shall not create any Encumbrance on the Property; and
(c) it shall not permit any Affiliate to create any Encumbrance on the Property.
2.5 The covenants and agreements contained in Section 2.4 hereof are provided for the exclusive benefit of Nexus and any breach may be waived by Nexus in whole or in part at any time without prejudice to its rights in respect of any other breach of the same and the covenants and agreements contained in Sections 2.4 hereof shall survive the execution of this Agreement and continue through the Closing.
ARTICLE 3 – REPRESENTATIONS AND WARRANTIES OF ST. CLOUD AND BYRNE
3.1 Each of St. Cloud and Byrne, jointly and severally represent and warrant to Nexus that neither has any legal or beneficial interest in or to the Property and that both were made parties the Option Agreement and this Agreement as a result of existing and unsatisfied contractual obligations between each and Cowboy.
3.2 St. Cloud and Byrne each further represent and warrant to Nexus that it is an “accredited investor” within the meaning of National Instrument 45-106 Prospectus Exemptions.
3.3 St. Cloud and Byrne each acknowledge that Nexus became a party to the Option Agreement upon the completion of its acquisition of Basin.
Chord Property
ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF NEXUS
4.1 Nexus represents and warrants to Cowboy, St. Cloud, and Byrne that:
(a) as a result of its acquisition by Nexus, Basin became an Affiliate of Nexus and Nexus became a party to the Option Agreement pursuant to Part 18 of the Option Agreement;
(b) it has the legal capacity to terminate the Option Agreement and to enter into this Agreement;
(c) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation;
(d) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any Encumbrance under the provisions of the constating documents of Nexus or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Nexus is a party or by which it is bound;
(e) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transaction hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party;
(f) this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms.
4.2 The representations and warranties contained in Section 4.1 hereof are provided for the benefit of Cowboy, St. Cloud, and Byrne and a misrepresentation or breach of warranty may be waived by all or any of Cowboy, St. Cloud or Byrne in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty and the representations and warranties contained in Section 4.1 hereof will survive the execution of this Agreement and continue through the Closing Date.
ARTICLE 5- INDEMNIFICATION
5.1 Each of the Parties hereto will indemnify the other Parties from and against any and all Liability which the other Parties suffers, sustains or incurs arising out of or in connection with the breach of any representation, warranty or covenant given or made by a Party under this Agreement.
5.2 Notwithstanding any other provision of this Agreement, the aggregate Liability of St. Cloud and Byrne under this Agreement shall be limited to the payments received by each of them pursuant to this Agreement, and neither shall have any liability for any actions or omissions of Cowboy or Nexus.
5.3 It is not necessary for a Party to incur expenses or make payments before enforcing a right of indemnity conferred under this Agreement.
5.4 The provision of this ARTICLE 5 shall survive the Closing or the termination of this Agreement, as applicable.
Chord Property
Chord Property
ARTICLE 6 - PURCHASE AND SALE
6.1 Subject to the Royalty, Cowboy hereby agrees to sell and transfer to Nexus and Nexus hereby agrees to purchase from Cowboy, an undivided 100% legal and beneficial interest in the Property, in accordance with the terms of this Agreement.
6.2 In consideration of a 100% legal and beneficial interest in and to the Property, Nexus hereby agrees to pay Cowboy, St. Cloud, and Byrne, collectively, an aggregate of $100,000 and to issue to Cowboy, St. Cloud, and Byrne, collectively, an aggregate 250,000 Shares on Closing.
6.3 Cowboy hereby irrevocably directs Nexus to apportion at Closing, the Section 6.2 cash payment and Share issuance amongst Cowboy, St. Cloud and Byrne, as follows:
| Name | Percentage (%) |
|---|---|
| Cowboy | [percentage redacted] |
| St. Cloud | [percentage redacted] |
| Byrne | [percentage redacted] |
6.4 The Shares will be subject to a hold period of four (4) months from the date of issuance, during which such Shares shall not be offered, sold, pledged or otherwise transferred and the certificates or direct registration system advice statements (as applicable) representing the Shares will contain legends denoting the restrictions on transfer imposed by National Instrument 45-102 – Resale Restrictions as follows:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE * [the date that is four months and a day after the issuance date will be inserted]."
ARTICLE 7 - CONDITION PRECEDENT
7.1 The respective obligations of the Parties to complete the sale and purchase of the Property hereunder shall be subject to Nexus first obtaining regulatory approval, if required, for the issuance of the Shares from the Exchange.
ARTICLE 8 - CLOSING
8.1 The Closing shall take place at the Salt Lake City, Utah offices of Dorsey at 10:00 am (Utah time) on the Closing Date.
8.2 At Closing, Cowboy shall deliver to Nexus or Dorsey:
(a) any and all conveyances, bills of sale, transfers, deeds, assignments and any other documents necessary or reasonably required to effectively transfer title to the Property into the name of Nexus (or a wholly owned subsidiary of Nexus) under applicable South Dakota law, free and clear of all Encumbrances and interests of any other party; and
(b) all Technical Information not previously provided by Cowboy to Basin under the Option Agreement or to Nexus since the Effective Date.
8.3 Upon receipt of the transfer documentation pursuant to Section 8.2 hereof, Dorsey will file and record such documents with the applicable Governmental Authorities in accordance with applicable federal and South Dakota law. All costs related to such title transfer shall be borne by Nexus. For greater certainty, until such foregoing transfer is filed, recorded and completed, Cowboy, will be deemed to be holding legal ownership of the Property in trust for Nexus (or a wholly owned subsidiary of Nexus) and will not deal with the Property contrary to the provisions of this Agreement.
8.4 Upon receipt by Dorsey of duly completed and signed transfer documentation pursuant to Section 8.2 hereof, as determined by Nexus acting reasonably, Nexus shall make the $100,000 payment and issue 250,000 Shares, by way of direct registration statements, to Cowboy, St. Cloud, and Byrne, collectively, in accordance with those percentages as set out in Section 6.3 hereof. Notwithstanding the foregoing, the Shares issuable to St. Cloud and Byrne by Nexus hereunder will be issued after December 31, 2025, and no later than January 3, 2026, and such issuances will represent a post-Closing obligation of Nexus, will not delay or impede the Closing and will (upon issuance) be deemed to be completed after the Closing.
ARTICLE 9 – ROYALTY INTEREST
9.1 Cowboy will reserve the Royalty in the transfer documentation and will hold title to the Royalty. Notwithstanding Cowboy's ownership of title to the Royalty, Cowboy and Byrne, collectively, hereby direct Nexus and any subsidiary of Nexus responsible for paying the Royalty that the Royalty be paid to Cowboy and Byrne, collectively, in the following proportions:
| Name | Percentage (%) Interest in Royalty |
|---|---|
| Cowboy | [percentage redacted] |
| Byrne | [percentage redacted] |
9.2 Nexus shall have the irrevocable right to repurchase from Cowboy and Byrne, collectively, an aggregate one-half (1/2) of the Royalty, being one-half of one percent (0.5%) of Net Smelter Returns in respect of the Property. Nexus may exercise this right at any time prior to the commencement of Commercial Production from the Property. Any subsequent purchaser or transferee of the payee interest in the Royalty or any portion thereof shall agree in writing, as a condition of such transfer, that Nexus's repurchase right will remain in effect.
9.3 Nexus shall have the irrevocable right to sell, transfer or otherwise assign its Section 9.2 Royalty purchase right to a third party at any time prior to the commencement of Commercial Production from the Property upon providing written notice of such sale, transfer or assignment to Cowboy and Byrne.
9.4 The aggregate purchase price to be paid to Cowboy and Byrne, collectively, upon exercise of the foregoing repurchase right shall be $1,000,000. The said $1,000,000 shall be paid to Cowboy and Byrne in proportion to each of Cowboy's and Byrne's interest in the Royalty as set out in Section 9.1 hereof. The said payments shall be made to Cowboy and Byrne, collectively, within sixty (60) days of written notice to Cowboy and Byrne of Nexus' election to exercise its repurchase right.
Chord Property
ARTICLE 10 – SURRENDER OF PROPERTY INTERESTS
10.1 Nexus may at any time after the Closing, elect to abandon any or all of the Mineral Rights comprised in the Property by giving 30 days written notice to Cowboy of such intention to abandon such Mineral Rights. Cowboy shall have thirty (30) days from receipt of such notice to elect to have title to those Mineral Rights being abandoned, transferred into Cowboy's name. Nexus shall provide no representations or warranties to Cowboy as to the condition of the Mineral Rights being abandoned and all costs associated with such transfers shall be borne by Cowboy.
10.2 If Cowboy fails to make an election within the thirty (30) day period provided for in Section 10.1 hereof, Cowboy shall be deemed to have elected not to have title to those Mineral Rights being abandoned pursuant to Section 10.1 transferred into its name and Nexus shall be entitled to abandon such Mineral Rights in accordance with applicable South Dakota laws.
10.3 All Mineral rights abandoned pursuant to Section 10.2 shall for all purposes of this Agreement, including the Royalty, cease to form part of the Property.
ARTICLE 11 - AREA OF INTEREST AND PARTIES OBLIGATIONS
11.1 Cowboy, St. Cloud, and Byrne jointly and severally covenant to and with Nexus that from the date hereof until the earlier of the (i) the Closing Date and (ii) the termination of this Agreement (the "AOI Term"), none of them shall acquire, nor will any permit an Affiliate to acquire, any Mineral Rights (or interest therein) or Other Rights (or interest therein) located wholly or in partly within the Area of Interest.
11.2 Each of Cowboy, St. Cloud, and Byrne acknowledges and agrees that any acquisition within the Area of Interest prior to the Closing Date or the termination of this Agreement, as applicable, is likely to cause irreparable harm to Nexus. Accordingly, in the event that any of Cowboy, St. Cloud, and Byrne or any of their Affiliates, does acquire any Mineral Rights (or interest therein) or Other Rights (or interest therein) located wholly or in part within the Area of Interest prior to the Closing Date or the termination of this Agreement, as applicable (in this Section 11.2 referred to as an "Acquired Interest"), that Cowboy, St. Cloud, or Byrne, as applicable, agrees to convey, or cause their Affiliate to convey, such Acquired Interest to Nexus immediately upon demand by Nexus, for and in consideration of the sum of $10, which is acknowledged by each of Cowboy, St. Cloud, and Byrne to be fair and reasonable compensation in the circumstances. St. Cloud and Byrne shall have no Liability under this ARTICLE 11 except to the extent of its Acquired Interest. For greater clarity, each of St. Cloud and Byrne shall have no Liability under this ARTICLE 11 for any actions of Cowboy.
11.3 The Parties agree that the provisions of this ARTICLE 11 shall not apply to any Mineral Rights or Other Rights held by any of Cowboy, St. Cloud, and Byrne within the Area of Interest prior to the date of the Option Agreement.
ARTICLE 12–EXCLUSIVITY
12.1 Subject to earlier termination of the Agreement, for a period of 30 days following the Effective Date, Cowboy shall not solicit, negotiate or enter into any agreement or similar arrangement, whether written, oral, direct, indirect, express or implied, with any party regarding the sale, option, joint venture or other disposition of all or any interest in the Property.
ARTICLE 13–TERMINATION
Chord Property
13.1 This Agreement will terminate without further action by any of the Parties if the Closing has not occurred by December 31, 2026.
13.2 This Agreement may be terminated upon the mutual agreement of the Parties.
13.3 For greater certainty, upon the termination of this Agreement pursuant to this ARTICLE 13 Nexus shall not have acquired any legal or beneficial interests of any kind or nature in or to the Property and the Option Agreement shall continue in full force and effect.
ARTICLE 14 – FORCE MAJEURE
14.1 If any Party to this Agreement is at any time prevented or delayed in complying with any provisions hereof by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, insurrection, terrorist activities, pandemics, inability to gain or maintain surface access not related to the misconduct of such Party, acts of God, governmental regulations restricting normal operations, or any other extraordinary reason or reasons beyond the control of such Party, other than lack of funds, the effect of which would be to delay the closing of the purchase and sale transaction contemplated under this Agreement, the time limited for the performance by such Party of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay, but nothing herein shall discharge Cowboy from its obligations hereunder to maintain the Property in good standing under applicable mining laws.
14.2 Each Party shall give prompt notice to the others of each event of force majeure under Section 14.1 hereof and upon cessation of such event shall furnish to the other Parties notice to that effect together with particulars of the number of days by which the obligations of the notifying Party hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.
ARTICLE 15 – CONFIDENTIAL INFORMATION
15.1 The Parties to this Agreement shall keep confidential all books, records, files and other information supplied by any Party to any other Parties or its employees, agents or representatives in connection with this Agreement or in respect of the activities carried out on the Property by any Party including the Technical Information and the results of any Nexus due diligence review. The Parties shall use their reasonable commercial efforts to ensure that their employees, agents or representatives do not disclose, divulge, publish, transcribe, or transfer such information, in whole or in part, other than to an Affiliate where such disclosure is for routine corporate purposes, without the prior written consent of the other Parties, which consent may not be arbitrarily or unreasonably withheld and which shall not apply to such information or any part thereof to the extent that:
(a) it is required to be publicly disclosed pursuant to Applicable Securities Laws or the rules or policies of the Exchange, in which event the Party seeking to make such disclosure shall provide to the non-disclosing Party at least two (2) Business Days prior to making such disclosure, a written copy of such proposed disclosure, unless mutually agreed otherwise, and shall in good faith consider any comments the non-disclosing Party may have on such proposed disclosure;
(b) the disclosure is reasonably required to be made to a taxation authority in connection with the taxation affairs of the disclosing Party;
Chord Property
(c) the disclosure is made to another person that has entered into a confidentiality agreement with the disclosing Party under which the other person covenants not to disclose such information; or
(d) such information becomes generally disclosed to the public, other than as a consequence of a breach thereof by one of the Parties to this Agreement.
ARTICLE 16 – GOVERNING LAW
16.1 This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota and the federal laws of the United States applicable therein.
16.2 The Parties hereto irrevocably attorn to the jurisdictions of the courts of South Dakota in respect of all matters arising under and in relation to this Agreement.
ARTICLE 17 – NOTICES
17.1 Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party will be in writing and will be delivered by hand to the Party to which the notice is to be given at the following address or sent by email to the following address or to such other address as will be specified by a Party by like notice. Any notice, consent, waiver, direction or other communication aforesaid will, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by email be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Vancouver time) at the point of delivery in which case it will be deemed to have been given and received on the next Business Day.
The address for service of each of the Parties will be as follows:
(a) to Cowboy:
[address redacted]
Attention: [name redacted]
Email: [email redacted]
(b) to St. Cloud:
[address redacted]
Attention: [name redacted]
Email: [email redacted]
(c) to Byrne:
[address redacted]
Attn: [name redacted]
Email: [email redacted]
Chord Property
(d) to Nexus:
Nexus Uranium Corp.
503-905 West Pender St.
Vancouver, British Columbia V6C 1L6
Attention: Jeremy Poirier, CEO
Email: [email redacted]
with a copy to (which will not constitute notice hereunder):
Morton Law LLP
1200 – 750 West Pender Street
Vancouver, British Columbia
V6C 2T8
Attention: Ryan Gill
Email: [email redacted]
Any Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice will be given to it thereafter until further change.
ARTICLE 18 – LEGAL ADVICE AND COSTS
18.1 Each of the Parties acknowledges and agrees that it or he, as the case may be, has been afforded sufficient time to obtain independent legal advice with respect to this Agreement, and that it or he, as the case may be, has had a reasonable opportunity to do so prior to executing this Agreement.
19.2 Each Party will be responsible for its own legal, accounting and other professional fees and expenses incurred in connection with the negotiation and settlement of this Agreement and the other matters pertaining hereto.
ARTICLE 19 - GENERAL
19.1 No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No consent or waiver expressed or implied by any Party in respect of any breach or default by any other Parties in the performance by such other Party of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach of default.
19.2 No investigation made by or on behalf of any Party to this Agreement or any of their respective Affiliates, advisors or agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made or incorporated by reference herein by a Party hereto or made pursuant thereto. No waiver by any Party hereto of any condition, in whole or in part, shall operate as a waiver of any other condition.
19.3 Notwithstanding the right of any Party hereto to fully investigate the affairs of the others, and notwithstanding any knowledge of facts determined or determinable by any other Party hereto pursuant to such investigation or right of investigation, each of the Parties hereto has the right to rely fully upon the representations, warranties and agreements of the other Parties contained or
Chord Property
14
otherwise incorporated by reference in this Agreement and of such other Parties' Affiliates, officers and agents delivered pursuant to this Agreement.
19.4 All statements contained in any certificate or other instrument delivered by or on behalf of any Party pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be made by such Party hereunder.
19.5 Unless otherwise specifically indicated in this Agreement, each Party will be responsible for its own personal income tax or corporate income tax, as applicable, and any value added tax Liability.
19.6 Cowboy or Nexus, as the case may be (hereinafter referred to as the "Indemnifying Party"), hereby covenants and agrees to indemnify and save harmless the others (herein referred to as the "Indemnified Parties"), effective as and from the Effective Date, from and against any claims, demands, actions, causes of action, damage, loss, costs, Liability or expense, including reasonable legal expenses (hereinafter in this Section 19.6 called "Claims") which may be made or brought against the Indemnified Parties and/or which it may suffer or incur as a result of, in respect of or arising out of any non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained or incorporated by reference herein or in any certificate or other document furnished by the Indemnifying Party pursuant to or in relation hereto. The foregoing obligation of indemnification in respect of such Claims shall be subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third party, be afforded an opportunity at its sole expense to resist, defend and compromise the same in a timely manner.
19.7 The Parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully and effectively the intent and purpose thereof or to record wherever appropriate the respective interests from time to time of the Parties in the Property.
19.8 This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
19.9 Time shall be of the essence in this Agreement.
19.10 The preamble and Schedule attached hereto shall be deemed to be incorporated in, and to form part of, this Agreement.
19.11 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.
19.12 Nothing contained in this Agreement shall be deemed to constitute any Party hereto the partner of another, nor, except as otherwise herein expressly provided, to constitute any Party as the agent or legal representative of the others. It is not the intention of the Parties hereto to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. None of the Parties hereto shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Parties, except as otherwise expressly provided herein.
19.13 This Agreement may be signed by the Parties in counterparts and may be delivered by email or other form of electronic communication, each of which when delivered will be deemed to be an original and all of which together will constitute one instrument.
[Signature Page Follows]
Chord Property
IN WITNESS WHEREOF the Parties to this Agreement have executed this Agreement as of the day and year first above written.
COWBOY EXPLORATION AND DEVELOPMENT LLC
By:
[signature redacted]
[name redacted]
ST. CLOUD TRADING CORP.
By:
[signature redacted]
[name redacted]
THOMAS BYRNE
By:
[signature redacted]
[name redacted]
NEXUS URANIUM CORP.
By:
[signature redacted]
Jeremy Poirier, Chief Executive Officer
Chord Property
16
SCHEDULE “A”
ROYALTY TERMS AND CONDITIONS
The Royalty will be calculated and paid as follows:
- Definitions.
In this Schedule, terms that are defined in the Mineral Property Option Agreement to which this Schedule "A" is attached and not otherwise defined herein have the meanings so defined. In this Schedule "A", the following terms have the following meanings:
(a) "Owner" means the owner or owners of the Property.
(b) "Payee" means the person or persons to whom the Royalty is payable.
(c) "Net Smelter Returns" means the amount paid or credited by a smelter or other buyer in respect of the sale of Minerals from the Property after deduction of the sum of:
(i) smelter and/or refining charges, sampling, assaying and treatment charges and penalties including but not limited to metal losses, penalties for impurities and charges for refining, selling and handling by the smelter, refinery or other purchaser (including price participation charges by smelters and/or refiners;
(ii) government imposed production and value-added taxes (excluding taxes on income);
(iii) marketing costs, including sales commissions, incurred in selling ore mined from the Property and from concentrate, doré, metal and products derived from ore mined from the Property;
(iv) ore treatment charges, penalties and any and all charges made by the purchaser of ore or concentrates; and
(v) all insurance costs which may be incurred in connection with the transportation of ore or concentrates, and costs of handling, transporting, and securing such material from the Property or from a concentrator whether situated on or off the Property, to a smelter, and any security related costs.
- Payment.
Payment will be made quarterly within 60 days after the end of each fiscal quarter of the Property in which Net Smelter Returns are received and will be accompanied by unaudited financial statements pertaining to the operations carried out on the Property. Within 120 days after the end of each fiscal year of the Property, the records relating to the calculation of Net Smelter Returns for that year will be audited by the Owner's external independent auditor and any resulting adjustments in the payment of the Royalty will be made forthwith. A copy of the auditor's report and accompanying financial information shall be delivered to the Payee within 30 days of the end of that 120-day period.
Chord Property
- Audit.
Each annual audit will be final and not subject to adjustment unless the Payee delivers to the Owner written exceptions in reasonable detail within thirty (30) days after the Payee receives the report. The Payee, or its representative duly authorized in writing, at its expense, will have the right to audit the books and records related to Net Smelter Returns to determine the accuracy of the auditor's report, but will not have access to any other books and records of the Owner. The audit will be conducted by an independent chartered or certified public accountant of recognized standing. The Owner shall have the right to condition access to its books and records on execution of a written agreement by the auditor that all information will be held in confidence and used solely for purposes of audit and resolution of any disputes related to the auditor's report. A copy of the Payee's report will be delivered to the Owner upon completion, and any discrepancy between the amount actually paid and the amount which should have been paid according to the Payee's report will be paid forthwith, one party to the other. In the event that the discrepancy is to the detriment of the Payee and exceeds 5% of the amount actually paid by the Owner, then the Owner will pay the entire cost of the Payee's audit.
Chord Property
A-2
B-1
SCHEDULE "B"
THE PROPERTY
| No. | BLM Serial Number
(MT-) | Claim Name | Date Of Location | Twnsp. | Rng. | Sec. |
| --- | --- | --- | --- | --- | --- | --- |
| [property details redacted] | | | | | | |