EXHIBIT 10.44
THIS AMENDED AGREEMENT dated the 25th day of July, 2000
AMONG:
EUROGAS INC., a company incorporated in the State of
Utah,
United States of America with offices at 00 Xxxxx Xxxxx
Xxxxxx
Xxxxxx, Xxxxxxx
(hereinafter called "Eurogas")
OF THE FIRST PART
AND:
PAN ASIA MINING CORP., a company continued under the
laws of the Yukon Territory, Canada, with its offices
located at
X.X. Xxx 00000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX,
Xxxxxx,
X0X 0X0
(hereinafter called "Pan Asia")
OF THE SECOND PART
AND:
OXBRIDGE LIMITED, a company incorporated in St. Xxxxxxx
and the Grenadines with offices at Xxxxxx Xxxxx, 00X Xxxxxxxx
Xxxx, Xxxxxx, XX 000XX, Xxxxxx Xxxxxxx
(hereinafter called "Oxbridge")
OF THE THIRD PART
WHEREAS:
A. Eurogas, Pan Asia and Oxbridge entered into an agreement
dated the 14th day of July, 2000 ("the Agreement").
B. Eurogas, Pan Asia and Oxbridge with to terminate the
Agreement as effective immediately, all terms are null and
void and replaced in its entirety with this agreement (the
"Amendment Agreement").
C. Eurogas, entered into an agreement (the "Loan Agreement")
with Pan Asia dated March 3, 1999 pursuant to which Eurogas
agreed to loan to Pan Asia $3,000,000 Cdn. No funds have
been advanced pursuant to the Loan Agreement.
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D. Oxbridge is prepared to take an assignment, by way of
novation of the obligations and rights of Eurogas contained
in the Loan Agreement.
NOW THEREFORE, IN CONSIDERATION of the premises and the
undertakings hereinafter set out, the parties agree as follows:
1. Pan Asia hereby consents to Eurogas assigning by novation to
Oxbridge the benefits and obligations of Eurogas contained
in the Loan Agreement including the warrant rights (the
"Warrant") granted to Eurogas therein.
2. Notwithstanding the terms of the Loan Agreement and the
Agreement, Pan Asia undertakes to Oxbridge that Pan Asia
will only call on the Loan funds to be advanced in
accordance with the following schedule and time shall be of
the essence:
(a) $500,00 0 upon signing of this Amended Agreement;
(b) an additional $300,000 within the next three (3)
month period;
(c) an additional $400,000 within the following three
(3) month period; and
(d) the balance of the loan amount not before July 14,
2001.
All funds are to be wired by Oxbridge directly into the account
of Pan Asia, as follows:
Pan Asia Mining Corp.
Account Number 1741-155
Transit Number 7-0004
Bank of Montreal
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
Xxxxxx
3. Schedule "A" to the Loan Agreement shall be deleted and be
of no further force or effect.
4. Pan Asia warrants to Eurogas that the Warrants have not as
yet been issued and that Pan Asia will issue the Warrants in
the name of Oxbridge and delivered as directed in writing to
Oxbridge. Pan Asia will use its best efforts to successfully
apply to have the warrant expiry date extended to two (2)
years form the date hereof, subject to approval by the
Canadian Venture Exchange.
5. Any notice or consent to be given or documents pursuant to
the terms of this Amended Agreement shall be deemed to have
been duly and properly given or delivered if delivered
personally or by international courier service, or if mailed
by registered post, to the intended recipient at the address
set forth on the first page of this Amended Agreement and
any notice or document given as aforesaid shall be deemed to
have been received when delivered, or if mailed, on the
fifth (5) mail delivery date next following the date on
which it was mailed. Any party may, by notice given
aforesaid, change its address for service.
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6. The parties hereby agree to do all such further acts and to
execute and deliver all such further documents as may be
deemed necessary to more fully carry out the intent and
terms of this Amended Agreement. Each party confirms that it
has received such independent legal advice as it deems
necessary before entering into this Amended Agreement.
7. This Amended Agreement may be executed in as many
counterparts as may be necessary, each of which so signed
shall be deemed to be an original (and each signed copy sent
by electronic facsimile transmission shall be deemed to be
an original), and such counterparts together shall
constitute one and the same instrument and notwithstanding
the date of execution shall be deemed to bear the date as
set forth above.
8. The terms and provisions of this Amended Agreement
constitutes the entire agreement between the parties and
superseded all previous oral or written communications
regarding the matters dealt with herein.
9. This Amended Agreement may not be modified or amended,
except by an instrument in writing, signed by all parties
hereto.
10. This Amended Agreement shall enure to the benefit of and be
binding upon the parties hereto, their successors and
permitted assigns.
IN WITNESS WHEREOF the parties hereto have executed this
Amended Agreement as of the day and year first above written.
EUROGAS INC.
Per: /s/ Xxxx Xxxxxx
-----------------
Authorized Signatory
PAN ASIA MINING CORP.
Per:
Authorized Signatory
OXBRIDGE LIMITED
Per:
Authorized Signatory
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