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EXHIBIT 10(i)
STRICTLY PRIVATE & CONFIDENTIAL
August 6, 1996
SUPPORT LETTER
TO: EACH OF THE SHAREHOLDERS OF GRANGES INC. AND DA CAPO RESOURCES
LTD. SHOWN IN SCHEDULE A (collectively, the "Shareholders")
Granges Inc. ("Granges") and Da Capo Resources Ltd. ("Da
Capo") propose to enter into an agreement (the "Definitive Agreement")
providing for the amalgamation (the "Amalgamation") of Granges and Da Capo to
become effective under the provisions of the British Columbia Company Act (the
"Act").
Under the Amalgamation, each issued and outstanding common
share of Granges will be exchanged for one common share in the capital of the
amalgamated company ("Amalco") and each issued and outstanding common share of
Da Capo will be exchanged for two common shares in the capital of Amalco.
This letter is intended to set out the terms and conditions of
the agreement of the shareholders (the "Shareholders") of Granges and Da Capo
identified in Schedule "A" hereto on a several basis: (i) to support the
Amalgamation, including any Alternative Transaction (as defined in section
1.3); (ii) to vote their common shares (the "Shares") in Granges or Da Capo as
set out opposite each Shareholder's name in Schedule "A" in favour of the
Amalgamation and any Alternative Transaction; and (iii) to abide by the
restrictions and covenants set forth herein.
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1. SHAREHOLDER COMMITMENTS TO THE AMALGAMATION
1.1 Commitment, Non-Solicitation. Each Shareholder severally
covenants that until the date upon which the certificate is issued under the
Act giving effect to the Amalgamation (the "Effective Date"):
(a) except to the extent permitted hereunder, the Shareholder will
not take any steps, directly or indirectly, which may in any
way adversely affect, and will use his, her or its reasonable
endeavours, as the case may be, to complete successfully, the
transactions contemplated hereby and to be contemplated in the
Definitive Agreement; provided, however, that nothing herein
contained shall restrict or limit any Shareholder from
carrying out his or her duties as an officer, employee or
director of Granges or Da Capo or their respective
subsidiaries in the ordinary course of business;
(b) the Shareholder will not solicit, initiate or encourage
submissions, proposals or offers from any other person, entity
or group relating to, or facilitate or encourage any effort or
attempt with respect to, the acquisition or disposition of all
or any substantial part of the issued or unissued shares of
Granges or Da Capo or their respective subsidiaries, or any
arrangement, amalgamation, merger, sale of all or any
substantial part of their respective assets, take-over bid,
reorganization recapitalization, liquidation or winding-up of,
or other business combination or similar transaction involving
Granges or Da Capo or any of their respective subsidiaries and
any other party (each an "Extraordinary Business
Combination"). The Shareholder will not participate in any
discussions or negotiations regarding, or (except as required
by law) furnish to any other person, entity or group, any
information with respect to, or otherwise cooperate in any way
with, or assist or participate in, any Extraordinary Business
Combination. If the Shareholder receives any such inquiry,
submission, proposal or offer, the
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Shareholder will promptly notify Granges and Da Capo in
writing of all relevant details relating thereto; and
(c) the Shareholders will use all reasonable efforts to assist
Xxxxxxx and Da Capo to complete the Amalgamation or an
Alternative Transaction as the case may be.
1.2 Voting. Each Shareholder severally covenants that he, she or
it will vote his, her or its Shares in favour of the Amalgamation at each
meeting or adjournment or adjournments thereof (the "Meeting") of holders of
shares of Granges or Da Capo, as the case may be, to be held to consider the
Amalgamation.
1.3 Change In Nature of Transaction. Each Shareholder agrees that
if Granges and Da Capo mutually agree that it is necessary or desirable to
proceed with another form of transaction (an "Alternative Transaction") whereby
either Granges or Da Capo or any of their respective affiliates is effectively
to acquire 100% of the Common Shares of the other and merge such entities on
economic terms (including tax treatment) which, in relation to the
Shareholders, are substantially equivalent to or better than those contemplated
by the Agreement, and provided that the consideration paid to shareholders of
either continues to be satisfied in common shares of the other, such
Shareholder will support the completion of such Alternative Transaction in the
same manner as the Amalgamation.
1.4 Meeting of Shareholders. If the Alternative Transaction
involves a meeting or meetings of holders of shares of Da Capo, each
Shareholder who holds shares of Xx Xxxx agrees to vote in favour of any matters
necessary or ancillary to the completion of the transactions contemplated by
the Alternative Transaction.
1.5 Change of References. In the event of any proposed
Alternative Transaction, the references in this agreement to "Amalgamation"
shall be changed to "Alternative Transaction" and all terms covenants,
representations and warranties of this
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agreement shall be and shall be deemed to have been made in the context of the
Alternative Transaction. All references to the "Effective Date" herein shall
also refer to the date of closing of the transactions contemplated by the
Alternative Transaction.
1.6 No Dissent. Each Shareholder covenants that he, she or it
will not exercise any rights of dissent provided under sections 231 and 273 of
the Act with respect to the Amalgamation or any Alternative Transaction.
2. GENERAL
2.1 Personal Warranties. By executing this Agreement, each
Shareholder severally represents and warrants to Granges that such Shareholder
has the sole right to vote his, her or its Shares at the Meeting. To such
Shareholder's knowledge, Da Capo has not failed to disclose any material
adverse information in regard to the operations of Da Capo and its subsidiaries
which would reasonably have been expected to cause Granges not to enter into
the Definitive Agreement. By executing this Agreement, each Shareholder who
holds shares of Granges represents and warrants to Da Capo that such
Shareholder has the sole right to vote his, her or its Shares at the Meeting.
To such Shareholder's knowledge, Xxxxxxx has not failed to disclose any
material adverse information in regard to the operations of Granges and its
subsidiaries which would reasonably have been expected to cause Da Capo not to
enter into the Agreement.
2.2 Transfer of Shares. Each Shareholder who accepts this
Agreement agrees with Xxxxxxx and Da Capo that he, she or it will not during
the term of this Agreement transfer or assign or agree to transfer or assign
any of the Shares without the prior consent of Granges and Da Capo, which
consent shall not be unreasonably withheld if it is sought for bona fide tax,
estate or family asset planning purposes which does not prejudice, directly or
indirectly, Granges or Da Capo; provided however that such consent is not
necessary if the transfer is (i) to a holding company beneficially owned by the
Shareholder; or (ii) a transfer by a Shareholder, which is a holding company,
to a shareholder who controls the holding company, where such holding company
or
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shareholder of such holding company, as the case may be, executes this
Agreement. Where the Shareholder is a corporation, family member or other
entity and the employee which is associated with such corporation, family
member or entity also executes such agreement, the employee agrees that except
as hereinbefore contemplated:
(i) he or she will not transfer or assign or agree to
transfer or assign and will cause any other person
not to transfer or assign or agree to transfer or
assign any shares of such corporation and not to
transfer or assign or agree to transfer or assign any
interests in such entity which owns securities of
Granges or Da Capo; and
(ii) he or she will cause any family member not to
transfer or assign or agree to transfer or assign any
securities of Granges or Da Capo;
without the prior consent of Granges and Da Capo.
2.3 Shareholders Which are Not Individuals. Where the Shares are
not owned by an employee of Granges or Da Capo or a subsidiary of Granges or Da
Capo but are owned by a Shareholder which is a corporation, family member or
other entity with whom such employee is associated, then the acceptance of this
Agreement by such Shareholder shall be effective only if this Agreement is also
executed by such employee. The execution of this Agreement by an employee of
Granges or Da Capo or a subsidiary of Granges or Da Capo who is associated with
the Shareholder which owns the Shares will also constitute an unconditional
guarantee by such employee of the obligations of the Shareholder under this
Agreement.
2.4 Acquired Shares. Each Shareholder agrees that any shares of
Granges or Da Capo purchased or as to which the Shareholder acquires beneficial
ownership after the execution of this Agreement, shall be subject to the terms
of this Agreement to the
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same extent as if they constituted Shares. Each Shareholder agrees not to
purchase or sell any shares of Granges or Da Capo until the Amalgamation
becomes effective or the Definitive Agreement is terminated.
2.5 Standstill. Granges agrees not to purchase or sell any shares
of Da Capo until the Amalgamation becomes effective or the Definitive Agreement
is terminated. Da Capo agrees not to purchase or sell any Shares of Granges
until the Amalgamation becomes effective or the Definitive Agreement is
terminated.
2.6 Disclosure. No disclosure of this Agreement and any resulting
agreement shall be made by Granges, Da Capo or the Shareholders or any
corporation, family member or other entity which is associated with the
Shareholders except as may be required by applicable law or regulatory
authorities. The parties shall coordinate the making and dissemination of any
public announcement relating to the subject matter of this Agreement.
2.7 Time of the Essence. Time shall be of the essence of this
Agreement.
2.8 Termination Date. It is intended that the Effective Date
shall occur as soon as is practicable following receipt of the appropriate
shareholder, court and regulatory approvals but not later than December 31,
1996 unless such date is extended under the Definitive Agreement.
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2.9 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same agreement.
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If the terms and conditions of this letter are acceptable to
you please indicate your acceptance by dating and signing the same as noted
above.
Yours very truly,
GRANGES INC.
By:
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DA CAPO RESOURCES LTD.
By: /s/ XXXX XXXXX
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We irrevocably agree with and accept the terms of this letter.
ATLAS CORPORATION
/s/ XXXX XXXXX
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XXXX XXXXX
By: 416554 B.C. LTD.
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By: /s/ XXXX XXXXX
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KESTREL HOLDINGS LTD.
By: /s/ XXXX XXXXX
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