EXHIBIT 2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 28, 2002, by and among XXXXXXX XXXXXXXXXX
("Xxxxxxxxxx"), of 1040 - 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0, X.X.
XXXXXXXXX & ASSOCIATES HOLDING CORPORATION ("Alexander Corporation") of 0000
Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxxxxx, X.X. X0X 0X0 and Xxxxxxxx Xxxxxxxxx
("Xxxxxxxxx"), of 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxxxxx, X.X. X0X 0X0.
RECITALS
A. Concurrently with the execution of this Agreement, Central Minera Corp.
("Minera") is entering into agreements with certain investors for the sale and
purchase of an aggregate of US$300,000 convertible debentures (the "Debenture
Placement").
X. Xxxxxxxxx Corporation is the registered and beneficial owner of 809,090
common shares without par value in the capital of Minera, consisting of 434,090
free-trading shares and 375,000 Escrow shares and Alexander is the registered
and beneficial owner of 258,000 common shares without par value in the capital
of Minera, consisting of 70,500 free-trading shares and 187,500 Escrow shares
(Alexander and Alexander Corporation being referred to herein, together, as the
"Shareholders", and the shares owned by the Shareholders being referred to
herein as the "Shares");
C. It is a condition of the Debenture Placement and a material inducement
to the purchasers of the debentures that the parties hereto have entered into
this agreement and the Shareholders are willing to agree to vote the Shares and
any other shares in the capital of Minera acquired by either of the
Shareholders, or by an associate or affiliate of either of them) in accordance
with this Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:
1. VOTING OF SHARES
1.1 Voting Agreement. Subject to the terms and conditions of this
Agreement, at every meeting of the shareholders of Minera held before the
Expiration Date (as defined herein), and at every adjournment or postponement
thereof, and on every action or approval by written consent of the shareholders
of Minera, each Shareholder shall vote the Shares and any New Shares (as defined
herein) or cause (including by the Proxy, as hereinafter defined) them to be
voted in accordance with the written instructions of Cytrynbaum (the "Cytrynbaum
Instructions") or, in the circumstances described in Section 1.2, the Xxxxxxxxx
Instructions as defined therein. Each Shareholder shall not, from the date of
this Voting Agreement until the Expiration Date (as hereinafter defined), enter
into any agreement or understanding with any Person to vote or confer authority
on any Person as to the voting of any Shares, or otherwise give voting
instructions, inconsistent with the Cytrynbaum Instructions.
1.2 Xxxxxxxxx Instructions. For the purposes of this Agreement, the
Xxxxxxxxx Instructions shall mean written instructions for the voting of the
Shares and any New Shares given by Xxxxxxx X. Xxxxxxxxx or any other member in
good standing of the Law Society of British Columbia agreed to by Cytrynbaum and
Alexander. If, in respect of any matter as to which Cytrynbaum is
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entitled to give the Cytrynbaum Instructions pursuant to section 1.1 of this
Agreement, Alexander is reasonably of the opinion that Cytrynbaum has a conflict
of interest or the circumstances are such as to give rise to an appearance of
perception that such a conflict exists, Cytrynbaum shall not be entitled to give
the Cytrynbaum Instructions, and in that event each Shareholder shall vote the
Shares and any New Shares or cause them to be voted in accordance with the
Xxxxxxxxx Instructions. In giving the Xxxxxxxxx Instructions Xxxxxxxxx may act
in his sole and unfettered discretion, without regard to the interests or
apparent or perceived interests of Cytrynbaum.
1.3 Proxy. Forthwith following the receipt of any Cytrynbaum Instructions
each Shareholder shall:
(i) deliver to Cytrynbaum a proxy, which shall be irrevocable to
the fullest extent permitted by law, with respect to the
Shares referred to therein (the "Proxy"), completed in
accordance with the applicable Cytrynbaum Instructions; and
(ii) execute such other documents and instruments and take such
other steps as may be necessary to ensure that any shares of
Minera over which such Shareholder exercises control or
direction, but which are registered in the name of some person
other than such Shareholder, are voted in accordance with the
applicable Cytrynbaum Instructions.
1.4 New Shares.
(a) Each Shareholder agrees that any shares of Minera that:
(i) such Shareholder beneficially owns or over which, directly or
indirectly, such Shareholder exercise control or direction at
the date of this Agreement, other than the Shares; and
(ii) such Shareholder acquires beneficial ownership of or the right
to exercise, directly or indirectly, control or direction over
after the execution of this Agreement and prior to the
Expiration Date,
(together "New Shares") shall be subject to the terms and conditions of
this Agreement.
(b) After the execution of this Agreement until the Expiry Date, each
Shareholder shall promptly notify Cytrynbaum upon acquiring or discovering
beneficial ownership of or direct or indirect control or direction over any
additional securities of Minera.
2. TRANSFER OF SHARES.
2.1 No Disposition or Encumbrance of Shares. Each Shareholder covenants and
agrees that, from the date of this Agreement until the Expiration Date, such
Shareholder will not, directly or indirectly, without the written consent of
Cytrynbaum:
(a) offer, sell, offer to sell, contract to sell, pledge, grant any option
to purchase or otherwise dispose of or transfer any of the Shares, or
any interest in any of the Shares; or
(b) create or permit to exist any encumbrance on or otherwise affecting any
of the Shares.
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Notwithstanding anything to the contrary in this Section 2, each Shareholder
will be entitled to sell any of his shares to any Person with whom such
Shareholder deals on an arms' length basis, within the meaning of the Income Tax
Act (Canada).
2.2 Transfer of Voting Rights. Each Shareholder covenants and agrees that,
from the date of this Agreement until the Expiration Date, such Shareholder will
not deposit any of the Shares into a voting trust or grant a proxy (other than
the Proxy granted pursuant hereto) or enter into a voting agreement or similar
contract with respect to any of the Shares.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS.
3.1 Ownership of Shares. Each Shareholder represents and warrants that such
shareholder:
(i) is the record and beneficial owner of and has the sole right
to vote the Shares, which at the date hereof are free and
clear of any liens, claims, options, charges or other
encumbrances, and
(ii) does not own, either beneficially or of record, or exercise
direct or indirect control or direction over, any shares of
Minera other than the Shares.
3.2 No Conflict. The execution and delivery of this Agreement by each
Shareholder does not, and the performance of this Agreement by each Shareholder
will not: (i) conflict with or violate any legal requirement, order, decree or
judgment applicable to such Shareholder or by which such Shareholder or any of
the properties of such Shareholder is bound or affected; or (ii) result in any
breach of or constitute a default (with notice or lapse of time, or both) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of an encumbrance on or otherwise
affecting any of the Shares pursuant to, any contract to which such Shareholder
is a party or by which such Shareholder or any of the properties of such
Shareholder is bound or affected. The execution and delivery of this Agreement
by the Shareholders does not, and the performance of their obligations under
this Agreement will not, require any consent of any Person.
3.3 Power; Enforceability. Each Shareholder has the legal capacity, power
and authority to enter into and perform all of such Shareholder's obligations
under this Agreement. Each Shareholder has all requisite power and capacity to
execute and deliver this Agreement and to perform the obligations of such
Shareholder hereunder. This Agreement has been duly executed and delivered by
each Shareholder and assuming the due authorization, execution and delivery by
Cytrynbaum, constitute the legal, valid and binding obligations of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
subject to (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors, and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies.
3.4 Continuous Warranty. The representations and warranties contained in
this Voting Agreement are accurate in all respects as of the date of this
Agreement and will be accurate in all respects at all times through the
Expiration Date.
3.5 Covenants of Shareholders. Each Shareholder hereby covenants and agrees
to cooperate fully with Cytrynbaum and to execute and deliver any additional
documents necessary or desirable and to take such further actions, as in the
reasonable opinion of Cytrynbaum may be necessary to carry out the intent of
this Agreement.
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4. Termination.
This Agreement shall terminate and shall have no further force or effect upon
the first to occur of (i) the third anniversary of the date of execution hereof
and (ii) the date upon which the Shareholders cease to own beneficially, or to
exercise control or direction over, any Shares (the "Expiration Date.")
5. MISCELLANEOUS.
5.1 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
5.2 Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
5.3 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram, telex or telecopy, or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) or overnight courier
(prepaid) to the respective parties at their addresses set out on the first page
hereof or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.
5.4 Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the Yukon Territory (without
regard to the principles of conflict of laws thereof or of any other
jurisdiction). The parties hereto hereby submit to the non-exclusive
jurisdiction of the Supreme Court of the Yukon Territory.
5.5 Entire Agreement. This Agreement contains the entire understanding of
the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings between the parties with respect to such subject
matter.
5.6 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
on the date and year first above written.
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X.X. XXXXXXXXX & ASSOCIATES
HOLDING CORPORATION
By:
/s/ X.X. Xxxxxxxxx
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(Authorized Signatory)
/s/ Xxxxxxxx Xxxxxxxxx
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XXXXXXXX XXXXXXXXX
/s/ Xxxxxxx Xxxxxxxxxx
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XXXXXXX XXXXXXXXXX
