1
JOINT FILING AGREEMENT
----------------------
THIS AGREEMENT dated the 18th day of August, 1998.
WHEREAS:
A. As a result of the purchase of 367,500 shares (the "Purchased Shares") of
common stock of Hariston Corporation ("Hariston") on August 17, 1998, Cross
Creek Finance Group Ltd. ("Cross Creek") is currently the direct beneficial
owner of 1,063,500 common shares of Hariston (the "Hariston Shares"), and
Pacific Mercantile Company Limited ("Pacific Mercantile") is the indirect
beneficial owner of the Hariston Shares; and
B. Each of Pacific Mercantile and Cross Creek (each a "Filer" and,
collectively, the "Filers") is responsible for filing an Amendment No. 1 to
the Statement on Schedule 13D filed March 16, 1998 (the "Amendment") relating
to the Purchased Shares, pursuant to U.S. securities laws;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Each Filer covenants and agrees that it is individually eligible to use
the Amendment;
2. Each Filer covenants and agrees that it is individually responsible for
the timely filing of the Amendment, and any further amendments to the
Statement on Schedule 13D, and for the completeness and accuracy of the
information contained therein concerning itself, but is not responsible
for the completeness and accuracy of any of the information contained in
the Amendment, and any further amendments to the Statement on Schedule
13D, concerning any other Filer, unless the Filer knows or has reason to
believe that the information concerning such other Filer is inaccurate;
3. Each Filer warrants and represents that the Amendment contains the
required information with regard to itself and indicates that it is filed
on behalf of all Filers; and
4. Each Filer warrants, represents, covenants and agrees that the Amendment,
to which this Joint Filing Agreement is attached as Exhibit 1, is filed
on its behalf.
IN WITNESS WHEREOF the parties have duly executed this Joint Filing Agreement
as of the day and year first above written.
PACIFIC MERCANTILE COMPANY LIMITED
By: /s/ Xxx X. Xxxxxxxx
-------------------------------
Xxx X. Xxxxxxxx, President
CROSS CREEK FINANCE GROUP LTD.
By: /s/ Xxx X. Xxxxxxxx
-------------------------------
Xxx X. Xxxxxxxx, President