<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
USMX, Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
903 366 102
(CUSIP Number)
Anthony G. Petrello
Nabors Industries, Inc.
515 W. Greens Road, Suite 1200
Houston, Texas 77067
281-874-0035
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Page 2 of 14
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 903 366 102
--------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peak Oilfield Services Company
92-0123001
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Partnership organized under the laws of Alaska
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,000,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Page 3 of 14
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 903 366 102
--------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nabors Alaska Services Corp.
92-0126638
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alaska corporation
NUMBER OF 7 SOLE VOTING POWER
-0-
S H A R E S 8 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 14
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 903 366 102
--------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nabors Industries, Inc.
93-0711613
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF 7 SOLE VOTING POWER
-0-
S H A R E S 8 SHARED VOTING POWER
BENEFICIALLY 1,000,000
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Page 5 of 14
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock, $.001 par value per
share ("Common Stock"), of USMX, Inc. (the "Issuer" or "USMX"), 141 Union
Boulevard, Suite 100, Lakewood, Colorado 80228.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by (i) Peak Oilfield Services Company
("Peak"), an Alaska partnership; (ii) Nabors Alaska Services Corp. ("Nabors
Services"), an Alaska corporation and one of two general partners of Peak; and
(iii) Nabors Industries, Inc. ("Nabors"), a Delaware corporation and the parent
corporation of Nabors Services. Peak, Nabors Services and Nabors are
collectively referred to herein as the "Reporting Persons".
Peak conducts oil and gas field-related maintenance, service and
support and construction activities. The principal business address of Peak is
2525 "C" Street, Anchorage, Alaska 99503. Its general partners are Nabors
Services and Peak Alaska Ventures, Inc. ("Ventures"), an Alaska corporation
wholly owned by Cook Inlet Region, Inc. ("CIRI"), also an Alaska corporation.
CIRI and Ventures are unaffiliated with Nabors and Nabors Services, and have
filed a separate Schedule 13D with Peak with respect to their interest in the
Issuer.
Nabors Services is a holding company with investments in oilfield
services entities. Its principal business address is 4300 "B" Street, Suite
600, Anchorage, Alaska 99503.
Nabors is a land drilling contractor providing contract drilling and
other oilfield services on a worldwide basis. Nabors actively markets over 370
land drilling and 75 land well service rigs. Offshore, Nabors operates 25
platform rigs (including two under construction), six jack-up and five barge
rigs. Nabors is a participant in most of the significant oil, gas and
geothermal drilling markets in the world. Complementing its drilling and
workover services, Nabors provides comprehensive oilfield engineering, civil
construction, logistics and management services. Nabors' principal business
address is 515 W. Greens Road, Suite 1200, Houston, Texas 77067.
Attached hereto as Schedule A, Schedule B and Schedule C and
incorporated by reference herein are tables setting forth the name, business
address, principal occupation or employment and citizenship of each partner or
director, as applicable, and each executive officer of Peak, Nabors Services
and Nabors, respectively.
During the last five years, none of Peak, Nabors Services, Nabors nor,
to the best knowledge of Peak, Nabors Services and Nabors, or any director or
executive officer of Peak, Nabors Services or Nabors has been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding has been or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
A dispute has arisen with respect to certain obligations to Peak
arising from a construction contract related to the Illinois Creek Project.
One million shares of Common Stock are to be issued to Peak in connection with
the settlement of certain contractual obligations by the Issuer arising from a
construction contract related to the Illinois Creek Project. This transaction
is described in further detail in response to Item 4.
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Page 6 of 14
ITEM 4. PURPOSE OF TRANSACTION
USMX and Peak entered into an Illinois Creek Erection and Installation
Contract, C-96-0302 dated June 11, 1996 (the "Contract") related to the
installation and construction of certain improvements on land and mining claims
in Alaska. A dispute has arisen between Peak and USMX with respect to payment
of, and the amount owed to, Peak pursuant to the Contract. In order to resolve
these disputes, Peak, USMX and Dakota Mining Corporation ("Dakota") entered
into a binding Letter Agreement dated April 22, 1997. Dakota is a party to the
Letter Agreement because it has entered into an agreement pursuant to which a
subsidiary of Dakota will merge with USMX. The Letter Agreement provides for
the payment of certain cash amounts by USMX and the issuance of 1,000,000
shares of Common Stock of USMX to Peak immediately prior to the consummation of
the merger of USMX and a subsidiary of Dakota and after approval thereof by the
shareholders of each of USMX and Dakota. If the merger is not consummated
prior to June 15, 1997, then USMX will have the right for a 60-day period to
settle the disputed claims by paying Peak a cash amount, and no shares of USMX
would be issued. If the payment is not made, Peak may obtain a judgment
against USMX for $2,782,396 or may rescind the Letter Agreement, in which event
Peak could reassert its original claims, and USMX could reassert its objections
to such claims. A definitive settlement agreement is being negotiated between
the parties. As a result of its entering into the Letter Agreement, Peak is
deemed to beneficially own approximately 5.8% of the Issuer's issued and
outstanding Common Stock. The text of the Letter Agreement is being filed
herewith as Exhibit 1 and is hereby incorporated in full by reference.
While Peak, Nabors Services and Nabors have no present plans to
purchase additional shares of Common Stock in the open market or otherwise,
they could determine to do so depending upon price, market conditions,
availability of funds, evaluation of alternative investments and other factors.
While none of the Reporting Persons have any present plans to sell any of
shares held by them, USMX and Dakota have announced plans for a subsidiary of
Dakota to merge with USMX, and the Reporting Persons could determine, based on
the same set of factors listed above with respect to purchases, to sell some or
all of the shares held by them. The shares of Common Stock to be acquired by
Peak will not be held on the record date set for the vote with respect to such
merger, and therefore will not be eligible to vote on the merger. The Letter
Agreement among Peak, Dakota and USMX provides for certain registration rights
as described in Item 6.
Other than as discussed above, the persons filing this Schedule have
no plans or proposals that relate to or would result in the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer; an extraordinary corporate transaction involving the Issuer or
any of its subsidiaries; a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries; a change in the present Board of
Directors or management of the Issuer; any other material change in the
Issuer's business or corporate structure; changes in the Issuer's charter or
bylaws or other actions that might impede the acquisition of control of the
Issuer by any other person; causing securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association; causing securities of the Issuer to be eligible for termination of
registration pursuant to the Act; or any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Peak has the right to acquire ownership of 1,000,000 shares of
Common Stock, representing 5.8% of the outstanding shares of
Common Stock of the Issuer. Nabors Services, a wholly owned
subsidiary of Nabors, is a general partner of Peak and thus
Nabors Services and Nabors may be considered to have
beneficial ownership of the shares owned by Peak.
<PAGE> 7
Page 7 of 14
(b) Nabors and Nabors Services share voting power with CIRI and
Ventures, with respect to the 1,000,000 shares that may be
acquired by Peak.
(c) On April 22, 1997, Peak, USMX and Dakota entered into a Letter
Agreement pursuant to which Peak will acquire 1,000,000 shares
of Common Stock of USMX upon the satisfaction of certain
conditions. The transaction is described above in Item 4.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
USMX, Dakota and Peak are parties to a Letter Agreement as described
above in Item 4. Pursuant to the Letter Agreement, Dakota has agreed, under
certain conditions and subject to certain limitations, to use its reasonable
efforts to effect the registration under the Securities Act of 1933, as amended
of the shares of common stock of Dakota that will be held by Peak upon the
conversion in the merger of the shares of USMX Common Stock issuable to Peak
pursuant to the Letter Agreement. Dakota has agreed to use its best efforts to
keep this registration statement effective until Peak may sell such shares
without restriction. Dakota has agreed to pay all expenses of the
registration, and Peak has agreed to reimburse Dakota for no more than $25,000
of expenses. A definitive settlement agreement, that will contain additional
details with respect to the registration rights, is being negotiated between
the parties.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter Agreement dated April 22, 1997 among Dakota Mining Corporation,
USMX, Inc. and Peak Mining Corporation.
<PAGE> 8
Page 8 of 14
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PEAK OILFIELD SERVICES COMPANY
By: /s/ MIKE R. O'CONNOR Date: May 2, 1997
----------------------------------------
Mike R. O'Connor
President
NABORS ALASKA SERVICES CORP.
By: /s/ MARK LINDSEY Date: May 2, 1997
----------------------------------------
Mark Lindsey
Vice President
NABORS INDUSTRIES, INC.
By: /s/ Anthony G. Petrello Date: May 2, 1997
----------------------------------------
Anthony G. Petrello
President
<PAGE> 9
Page 9 of 14
SCHEDULE A
Set forth below are the name, business address, principal occupation
or employment and citizenship of each partner and executive officer of Peak.
The name of each entity who is a partner of Peak is marked with an asterisk.
All of the individuals listed below are U.S. citizens. Unless otherwise
indicated, the business address of each person listed below is 2525 "C" Street,
Anchorage, Alaska 99503.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
- ------------------------- ----------------------------------
<S> <C>
Nabors Alaska Services Corp.*
4300 "B" Street
Suite 600
Anchorage, Alaska 99503
Cook Inlet Region, Inc.*
Mike R. O'Connor President of Peak
Vernon R. McKenzie Senior Vice President of Peak
Steven C. Roberts Vice President of Peak
</TABLE>
<PAGE> 10
Page 10 of 14
SCHEDULE B
Set forth below are the name, principal occupation or employment and
citizenship of each director and executive officer of Nabors Services. The
name of each person who is a director of Nabors Services is marked with an
asterisk. All individuals listed below are citizens of the U.S. Unless
otherwise indicated, the business address of each person listed below is 4300
"B" Street, Suite 600, Anchorage, Alaska 99503.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
- ------------------------- ----------------------------------
<S> <C>
Richard A. Stratton* Vice Chairman of the Board of Nabors;
515 W. Greens Road, Suite 1200 President of Nabors Services
Houston, TX 77067
Mark Lindsey* Vice President, Secretary and
Treasurer of Nabors Services;
Vice President - Finance, Nabors
Alaska Drilling, Inc.
</TABLE>
<PAGE> 11
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SCHEDULE C
Set forth below are the name, business address, principal occupation
or employment and citizenship of each director and executive officer of Nabors.
The name of each person who is a director of Nabors is marked with an asterisk.
All of the individuals listed below are U.S. citizens except Mr. Schmidt who is
a citizen of Germany. Unless otherwise indicated, the business address of each
person listed below is 515 West Greens Road, Suite 1200, Houston, Texas 77067.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
- ------------------------- ----------------------------------
<S> <C>
Eugene M. Isenberg* Chairman of the Board and Chief
Executive Officer of Nabors
Richard A. Stratton* Vice Chairman of the Board of
Directors of Nabors
Anthony G. Petrello* President and Chief Operating Officer
of Nabors
Gary T. Hurford* President of Hunt Oil Company
Hunt Oil Company
Fountain Place
1445 Ross at Field
Dallas, TX 75202-2785
Hans W. Schmidt* Retired President of Deutag Drilling, a
subsidiary of C. Deilman A.G.
Myron M. Sheinfeld* Counsel to the law firm of Sheinfeld,
Sheinfeld, Maley & Kay Maley & Kay, a professional corporation
3700 First City Tower located in Houston, Texas
Houston, TX 77002
Jack Wexler* International business consultant
205 Oceanway
Vero Beach, FL 32963
Martin J. Whitman* Chairman of Danielson Holding
767 Third Avenue Corporation (a financial services
New York, NY 10017-2023 holding company); Chairman of
Third Avenue Trust (a registered
investment company); Chief Executive
Officer of M. J. Whitman, Inc. (a
broker-dealer)
Bruce P. Koch Vice President, Finance and Controller
of Nabors
Daniel McLachlin Vice President, Administration and
Corporate Secretary of Nabors
</TABLE>
<PAGE> 12
INDEX TO EXHIBITS
1. Letter Agreement dated April 22, 1997 among Dakota Mining
Corporation, USMX, Inc. and Peak Mining Corporation.
<PAGE> 1
Page 12 of 14
EXHIBIT 1
USMX, INC.
141 UNION BLVD., SUITE 100
LAKEWOOD, CO 80228
April 22, 1997
VIA FACSIMILE (907) 263-7070
Mr. Michael O'Connor, President
Peak Oilfield Service Company
2525 C Street, Ste. 201
Anchorage, Alaska 99503
Dear Mike:
The purpose of this letter is to confirm the various discussions among
you and other representatives of Peak Oilfield Service Company ("Peak"), USMX,
Inc. and its subsidiary, USMX of Alaska, Inc. (collectively, "USMX"), and
Dakota Mining Corporation ("Dakota"), which have culminated in our agreement
resolving the dispute regarding services rendered by Peak to USMX on the
Illinois Creek Project in Alaska pursuant to that certain Extraction and
Installation Contract, C-90-0302 (the "Contract") between Peak and USMX. The
objective of our discussions has been the consummation of a definitive
settlement agreement which, among other things, would provide for the following
material terms:
1. USMX and Dakota agree to pay Peak an aggregate of $5 million
in cash and securities in full settlement of Peak's claims pursuant to the
Contract; provided, however, that any obligation of Dakota shall accrue only
upon the consummation of the Merger (as defined below). The $5 million will be
paid as follows:
(a) $1,772,000 has been paid by USMX to Peak, receipt of
which is acknowledged by Peak;
(b) An additional cash payment of $445,598 will be made
by USMX no later than one business day after execution of this agreement;
(c) An additional cash payment of $1,782,396 will be made
by USMX with funds provided by Dakota, plus interest at 9% per annum which
shall accrue from April 11, 1997, immediately upon completion of the merger
between USMX and Dakota (the "Merger"), but which Merger shall be completed not
later than June 15, 1997; and
(d) The issuance of 1,000,000 shares of USMX's common
stock, par value $.001 ("USMX Stock") to Peak, such shares to be duly
authorized, fully paid and non-assessable. The USMX Stock will be issued to
Peak immediately prior to the execution of the closing documents in connection
with the Merger which is expected to occur on or about May 29, 1997,
<PAGE> 2
Page 13 of 14
subsequent to the meetings of shareholders of USMX and Dakota which have been
called to approve the Merger. The USMX Stock will be restricted upon issuance,
but a sufficient number of shares of Dakota common stock will be registered in
the Registration Statement covering the Merger for issuance to Peak in exchange
for the USMX Stock. It is our understanding Peak would be able to immediately
resell the shares of Dakota common stock it would receive in the Merger on The
Toronto Stock Exchange. Dakota shall provide an opinion of nationally
recognized counsel acceptable to Peak that such shares may be resold without
restriction under United States or Canadian law by Peak on The Toronto Stock
Exchange. In addition, Peak would be able to resell such shares on the
American Stock Exchange in the U.S., subject only to certain limitations
prescribed by SEC rules. Dakota shall provide an opinion of nationally
recognized counsel acceptable to Peak that such shares may be resold in the
U.S. by Peak subject to the limitations of Rule 145 of the Securities Act of
1933, as amended. In addition, to the extent that Peak determines it necessary
to have totally unrestricted trading privileges on the American Stock Exchange,
Dakota will, upon request by Peak, use its best efforts to file and have
declared effective a Registration Statement covering the resale in the U.S. of
the Dakota common stock owned by Peak and deliver an opinion of nationally
recognized counsel acceptable to Peak as to the registration of such shares.
Dakota's out-of-pocket expenses of registration will be reimbursed by Peak;
provided, that, such reimbursement shall be limited to a maximum of $25,000.
The settlement agreement shall provide for standard representations
and warranties to be made by USMX and Dakota to Peak in connection with the
registration of such shares and by USMX and Dakota to Peak and by Peak to USMX
and Dakota in connection with the entry into such settlement agreement and for
indemnification of Peak in connection with the registration of such shares.
The obligation of Dakota to file a Registration Statement and provide
unrestricted trading privileges shall remain in effect until Dakota provides an
opinion of nationally recognized counsel acceptable to Peak that such shares
may be traded without restriction in the absence of any Registration Statement.
2. It will be provided in the settlement agreement that Peak will
protect, preserve and maintain its liens until full payment is made as set
forth above. USMX and Dakota recognize that this may require Peak to file a
lawsuit against USMX prior to May 7, 1997. The parties will seek to stay such
lawsuit to provide reasonable opportunity to finalize the settlement agreement.
Such action will be without waiver of rights by any party to assert any claims
or defenses in the lawsuit. Upon full payment, the liens would be released.
In addition, the settlement agreement will provide for mutual releases of all
claims between Peak and USMX and Dakota related to the Contract.
3. If the Merger is not consummated by June 15, 1997, USMX would
be provided the right for a 60-day period thereafter to pay Peak solely in cash
the amount of $2,782,396, plus interest at the rate of 15% per annum from June
15, 1997. If such payment were not timely made, then Peak may choose to either
(a) file a confession of judgment against USMX the form of which will be
attached as an exhibit to the settlement agreement with respect to the unpaid
balance of $2,782,396, plus interest or (b) rescind the settlement agreement
and reassert its original claims in which case USMX could reassert its
objections to such claims; provided, however, that Peak shall be entitled to
retain the $445,598 paid pursuant to this letter agreement and the $1,772,000
previously paid to Peak which amounts would be credited to unpaid amounts under
the Contract.
4. This letter is intended to form a binding agreement between
the parties who shall in good faith seek to negotiate a definitive settlement
agreement by May 4, 1997.
<PAGE> 3
Page 14 of 14
Upon the execution by you and return to us of this letter, we shall
instruct our respective counsel to cooperate in the preparation of a definitive
settlement agreement containing provisions substantially in accord with the
foregoing, together with such further appropriate terms and conditions as our
counsel may mutually determine. The settlement agreement shall be subject to
the approval of all parties.
If the foregoing correctly sets forth our agreement in principle,
please so signify by signing and returning this letter to USMX and Dakota. It
is understood that the respective specific rights and obligations of all
parties remain to be defined in the definitive settlement agreement into which
this letter and all prior discussions shall merge.
Thank you very much for your consideration and cooperation.
Very truly yours,
USMX, INC. and USMX of Alaska, Inc.
By: /s/
----------------------------------
Authorized Officer
AGREED AND ACCEPTED:
DAKOTA MINING CORPORATION
By: /s/
----------------------------------
Authorized Officer
AGREED AND ACCEPTED:
PEAK OILFIELD SERVICE COMPANY
By: /s/
----------------------------------
Authorized Officer
