Exhibit 4.16
SHARE PURCHASE AMENDING AGREEMENT
Between
Forum Pacific Inc.
("The Vendor")
And
Xxxxxxx Group
("Predecessors in Interest")
And
Tracer Petroleum Corporation
("The Purchaser")
For
The Sale and Purchase
of 66 2/3% of the
Issued & Fully Paid Share Capital
of
Forum Exploration, Inc.
Philippines
March 21, 2003
THIS SHARE PURCHASE AMENDING AGREEMENT (the "AMENDING AGREEMENT") is entered
into this 21th. Day of March 2003;
BETWEEN:
Forum Pacific Inc., incorporated in the Philippines, having its registered
office and principal place of business at 00/X Xxxxxxxx Xxxxx, 0000 Xxxxx xx
Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx (the "Vendor");
And
Forum Exploration, Inc., incorporated in the Philippines, having its registered
office and principal place of business at 00/X Xxxxxxxx Xxxxx, 0000 Xxxxx xx
Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx (the "Company");
And
Tracer Petroleum Corporation, incorporated in Canada, having its registered
office and principal place of business at 0000 Xxxxx Xxxxxx XX, Xxxxxxx,
Xxxxxxx, X0X 0X0, Xxxxxx (the "Purchaser"):
And
Xxxxxxx Group, through Eastmark Limited, a Bermuda registered company
(hereinafter defined as "Predecessors in Interest").
The above herein after collectively referred to as the "Parties".
WHEREAS:
(A) The Parties executed and delivered a Share Purchase Agreement dated March
22, 2003 (the "Purchase Agreement") relating to the sale by the Vendor and
purchase by the Purchaser of the Sale Shares (as defined in the Purchase
Agreement);
(B) The Parties now wish to amend certain provisions of the Purchase Agreement
in order to better reflect the understanding of the Parties in connection
with the entire subject matter of the proposed transaction;
NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:
1.0 INTERPRETATION
1.1 In this Amending Agreement and the Recitals hereto, unless the context
otherwise requires, all defined terms shall have the same meaning as in the
Purchase Agreement.
1.2 The Article numbers of this Amending Agreement shall correspond to the
Article numbers of the Purchase Agreement.
1.3 The Purchase Agreement, as amended by this Amending Agreement, shall
be collectively referred to herein as the "Amended Purchase Agreement".
2.0 CONDITIONS AND RESCISSION
2.1 In addition to the conditions in Article 2 of the Purchase Agreement, the
Amended Purchase Agreement shall also be conditional upon the Purchaser
conducting its own due diligence in respect of the Accounts, the Company,
the Loans, the Property and the Sale Shares and the Shares (the "Due
Diligence Condition"), such due diligence to be completed on or before
5:00 p.m. (Calgary, Canada time) on March 31, 2003 (the "Due Diligence
Condition Date").
2.2 If the Due Diligence Condition has not been satisfied or waived, in the
Purchaser's sole discretion, on or before the Due Diligence Condition
Date, or such other date as the Vendor and the Purchaser may agree, then
the Amended Purchase Agreement shall be of no further effect, but without
prejudice to the then accrued rights and obligations of the parties, and
shall be without prejudice to the continued application of Clauses 6 and
12 to 25 of the Purchase Agreement inclusive, insofar as pertinent.
3.0 SALE OF THE SALE SHARES
3.1 The Vendor and the Predecessors in Interest (the Xxxxxxx Group/Eastmark
Limited) hereby severally and jointly covenant, agree, represent and
warrant that they collectively have the full legal and beneficial right,
title and estate in and to the Sale Shares, and have the full legal right
and authority to sell the Sale Shares to the Purchaser, and that the Sale
Shares will be conveyed and transferred to the Purchaser free and clear of
any liens, claims, purchase or sale options, or encumbrances of any nature
whatsoever .
4.0 CONSIDERATION
4.1 With reference to loans contemplated in Subparagraphs 4.1(i) and (ii) of
the Purchase Agreement, it is understood and agreed that the Purchaser
will use its best efforts to obtain the described financing, but it is not
a condition to Completion. Anything in Section 4.1 of the Purchase
Agreement to the contrary notwithstanding, until Completion, the amount of
the financing to be provided by the Purchaser shall be determined by the
Purchaser in its sole discretion, and the Company shall, and the Vendor
(and to the extent applicable the Xxxxxxx Group/Eastmark) shall cause the
Company to, execute and deliver such evidence of the loans as required by
the Purchaser in its sole discretion.
4.2 In addition to the consideration set forth in Article 4 of the Purchase
Agreement, in consideration of the sale and transfer of the Sale Shares
from the Vendor to the Purchaser, the Purchaser shall also issue to the
Predecessors in Interest (the Xxxxxxx Group/Eastmark Limited) from
treasury 100 million Common Shares in the capital of the Purchaser (the
"Tracer Shares"), at a deemed price of US$0.10 per share, for total deemed
consideration of US$10 million.
6.0 WARRANTIES AND UNDERTAKINGS
6.1 The Vendor and the Predecessors in Interest (the Xxxxxxx Group/Eastmark
Limited) hereby jointly and severally covenant, agree, represent and
warrant that they shall, as a condition of closing of the transactions
contemplated by the Amended Purchase Agreement, execute and deliver in
favour of the Purchaser a certificate in form and content satisfactory to
the Purchaser in its sole discretion containing all such representations
and warranties as requested by the Purchaser in relation to the Accounts,
the Company, the Loans, the Property and the Sale Shares and the Shares.
The representations and warranties that will be contained in the
aforementioned certificate shall survive the closing of the transactions
contemplated by the Amended Purchase Agreement for a period of two (2)
years.
6.2 The Vendor and the Predecessors in Interest (the Xxxxxxx Group/Eastmark
Limited) also hereby undertake, as a condition of closing of the
transactions contemplated by the Amended Purchase Agreement, to deliver in
favour of the Purchaser an opinion of legal counsel for each of them in
form and content satisfactory to the Purchaser, acting reasonably.
6.3 The Purchaser hereby covenants, agrees, represents and warrants that it
shall, as a condition of closing of the transactions contemplated by the
Amended Purchase Agreement, execute and deliver in favour of the Vendor
and the Predecessors in Interest (the Xxxxxxx Group/Eastmark Limited) a
certificate in form and content satisfactory to the Vendor and the
Predecessors in Interest (the Xxxxxxx Group/Eastmark Limited), acting
reasonably, containing all such representations and warranties as
reasonably requested by the Vendor and the Predecessors in Interest (the
Xxxxxxx Group/Eastmark Limited) in relation to the Tracer Shares. The
representations and warranties that will be contained in the
aforementioned certificate shall survive the closing of the transactions
contemplated by the Amended Purchase Agreement for a period of two (2)
years.
6.4 The Purchaser also hereby undertakes, as a condition of closing of the
transactions contemplated by the Amended Purchase Agreement, to deliver in
favour of the Vendor and the Predecessors in Interest (the Xxxxxxx
Group/Eastmark Limited) an opinion of legal counsel for the Purchaser in
form and content satisfactory to the Vendor and the Predecessors in
Interest (the Xxxxxxx Group/Eastmark Limited), acting reasonably.
8.0 COMPLETION
8.1 Notwithstanding Paragraph 8.1 of the Purchase Agreement, the
Completion Date shall be the earlier of April 7, 2003 or five (5) Business Days
after the satisfaction or waiver of the Due Diligence Condition.
17.0 ENTIRE AGREEMENT
17.1 The Purchase Agreement and this Amending Agreement constitute the entire
understanding between the Parties with respect to the subject matter
hereof and supersedes all prior agreements, negotiations (whether written
or otherwise) and discussions between the parties relating thereto.
17.2 The Purchase Agreement shall remain in full force and effect without any
amendments, except as expressly provided for in this Amending Agreement.
THIS SPACE INTENTIALLY LEFT BLANK
20.0 COUNTERPARTS
20.1 This Amending Agreement may be signed in any number of counterparts, all
of which taken together shall constitute one and the same Agreement. Any
Party may enter into this Amending Agreement by signing any such
counterpart.
Signed for and on behalf of the Parties hereto as of the 21st day of
March, 2003:
For and on behalf of Xxxxxxx Group ("Predecessors in Interest"):
By:________________________ __________________________
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
For and on behalf of Tracer Petroleum Corporation (the "Purchaser"):
By:________________________
Xxxxx X. Xxxxxx, President
For and on behalf of Forum Pacific, Inc. (the "Vendor"):
By:____________________________
Xxxxx X. Salud, President
For and on behalf of Forum Exploration, Inc. (the "Company"):
By:____________________________
Xxxxx X. Salud, President
