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• • ?'~i- <br />Agreement dated December 19, 1996. The Court approved the Sale Motion and form of the Asset <br />Purchase Agreement on December 20, 1996. <br />3. The Asset Purchase Agreement states that the purchase price shall be allocated in a <br />manner agreed upon between Energy Fuels, the Committee and I1JHC prior to closing after taking <br />into account Section 1060 of the Internal Revenue Code, the applicable Treasury Regulations and <br />the respective fair mazket value of the purchased assets. Energy Fuels, the Committee and IUHC <br />agreed to waive this provision and agree upon the allocation of the purchase price post closing. <br />4. The parties have reached agreement regarding the allocation of the purchase price <br />among the purchased assets and consequently between EFL, EFEX and EFN. The allocation of the <br />purchase price was developed by an independent accounting firm engaged by IUH[C and approved <br />by the Committee and Energy Fuels. In that regard, the Committee has several Committee Members <br />who hold claims at only one of the Estates or whose claims aze more heavily weighted toward one <br />of the Estates. Despite the conflicting interests of the various Committee Members, no Committee <br />Member objected to the proposed allocation submitted by IUHC. Energy Fuels has also approved <br />the purchase price allocation submitted by IUHC. <br />5. Section 3.3 of the Asset Purchase Agreement states that the Purchase Price shall be <br />determined based on the Purchase Price of $20,425,000 plus (i) estimated Processing Contract <br />Expenditures, (ri) MongoGa Expenditures budgeted and paid after September 30, 1996, and (iii) a <br />non-cash amount associated with the assumption of liabilities. The estimated Processing Contract <br />Expenditures and the MongoGa Expenditures were approximately $1,200,000 and $980,000 <br />respectively. The liabilities assumed by IUHC were valued at $13,300,000 based primarily on the <br />amount of the bonds posted by EFL to cover environmental and remediation costs ac the White Mesa <br />Mill and its domestic U. S. mining properties. Accordingly, the total purchase price under the Asset <br />Purchase Agreement is 535,905,000, of which $22,605,000 represents cash proceeds and <br />$13,300,000 reflects non cash consideration associated with assumed liabilities. <br />6. The allocation of the purchase price among the purchased assets and between EFL, <br />EFEX and EFN is as follows: <br />Vendor Price Allocation Allocation of Cash <br /> <br />ENERGY FUELS, LTD. <br />Cash from UMETCO $11,500.000 <br />Residual Promissory Note from UMETCO $ 6,000,000 <br />Other Cash Collateral Currently Posted by <br />Vendors $ 295,000 <br />DN 95075.1 17680 00278 <br />6/25/97 7:12 pm -2- <br />