EXHIBIT 4.7
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ESCROW AGREEMENT
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THIS AGREEMENT made this 20th day of September, 1991.
BETWEEN:
PACIFIC CORPORATE TRUST COMPANY
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#000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, B. C.
(hereinafter called the "Trustee")
OF THE FIRST PART
AND:
TRIDON OIL & GAS LTD.
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a company duly incorporated under the laws
of the Province of British Columbia
and having its registered and records
office at #1750 - 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
(hereinafter called the "Company")
OF THE SECOND PART
AND:
THE UNDERSIGNED SHAREHOLDERS
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IN TRIDON OIL & GAS LTD.
(hereinafter individually called
"Shareholder and collectively
called the "Shareholders")
OF THE THIRD PART
WHEREAS:
A. The Company has agreed to issue 18,000,000 shares of its capital
stock to the Shareholders (the "Shares"):
B. The Shareholders have agreed to enter into this Escrow Agreement
on the terms and conditions hereinafter set forth.
C. The Company agrees to employ its best efforts to ensure that the
terms and conditions of this agreement are complied with.
D. The Trustee has agreed to undertake and perform its duties
according to the terms and conditions of this agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the aforesaid agreements, the mutual covenants and
conditions herein contained and other good and valuable consideration, the
Shareholders jointly and severally covenant and agree with the Company and
the Company and the Trustee covenant and agree with the other and with the
Shareholders jointly and severally as follows:
1. In this Agreement:
(a) "Exchange" shall mean the Vancouver Stock Exchange:
(b) "lost or alienated" shall mean that circumstance
where the Company has lost, alienated or has not
obtained a good or marketable title to the Asset or
that any or all of the Asset has become of little
or-no value;
(c) "Shares" shall mean the shares of the Shareholders
set opposite their names in Schedule "A" attached
hereto, together with any additional shares issued by
way of a dividend paid in shares, which accrues to
the Shares, and shall be deemed to refer to the
certificate or certificates representing such shares;
(d) "Property or Asset" shall mean the assets held by and
the business carried on by the Company from time to
time;
(e) "Superintendent" shall mean the Superintendent of
Brokers of the Province of British Columbia or any
Deputy Superintendent of Brokers of the Province of
British Columbia, or any duly authorized person
performing his duties under the SECURITIES ACT of the
Province of British Columbia as from time to time
amended;
(f) "Superintendent or Exchange" means the
Superintendent, if the shares of the Company are not
listed on the Exchange, or the Exchange if the shares
of the Company are listed on the Exchange.
2. The Shareholders hereby place and deposit in escrow with the
Trustee the number of Shares of the Company set forth opposite their name in
Schedule "A" attached hereto.
3. The Shares shall be released from the escrow hereby created on the
basis of cash flow as derived from audited financial statements. "Cash flow"
means the net income before tax from the operations of the Company on an
annual basis, commencing on the last day of the month in which the
Superintendent has issued a receipt for the Company's prospectus, as adjusted
for the following add -backs, plus any other capitalization changes as may be
r-required from the Superintendent or the Exchange:
(a) depreciation;
(b) depletion;
(c) any amortization for goodwill, licenses, or other
deferred charges; and
(d) any amortization of development costs.
Releases of shares from escrow shall be made on the basis$ of cash flow
as disclosed in audited financial statements, Cumulative cash flow is to be
determined by cumulating cash flow for any 12 consecutive month period, or
multiple thereof commencing before, in or after the month in which the shares
are issued. The number of shares releasable from escrow in that year or multiple
thereof will be computed by dividing by $ 0.15 the cumulative cash flow for the
aforementioned period.
4. Until such time as the Shares are released from the escrow hereby
created pursuant to the terms and conditions of this agreement, the parties
hereby agree that the Shares and the beneficial ownership of or any interest
in them shall not be sold, assigned, hypothecated, alienated, released from
escrow, transferred within escrow, or otherwise in any manner dealt with
except as may be required by reason of the death or bankruptcy of the
Shareholders, in which case the Trustee shall hold the Shares subject to this
agreement, for whatever person, firm, Dr corporation shall be legally
entitled to be or become the registered owner thereof, or by other due
process of law.
5. Until such time as the Shares are released from the escrow hereby
created pursuant to the terms and conditions of this agreement, the
Shareholders hereby direct the Trustee to retain their Shares, and not to do
or cause anything to be done to release the same from escrow or to allow any
transfer, hypothecation, or alienation thereof. The Trustee hereby accepts
the responsibilities placed on it hereby and agrees to perform the same in
accordance with the terms hereof and in accordance with any order or
direction of the Superintendent or Exchange, subject only to any right of
appeal against any such order or direction as referred to herein.
6. If, during the period in which any of the Shares are retained in
escrow pursuant hereto, any dividend, other than a dividend paid in shares of
the Company, is received by the Trustee in respect of the Shares, such
dividend shall be paid or transferred forthwith to the Shareholders pro rata.
Any shares received by the Trustee by way of dividend in respect of the
Shares shall be dealt with as if they were Shares hereunder.
7. All voting rights attached to the Shares may at all times be
exercised by the registered owners thereof.
8. The Company hereby acknowledges the terms and conditions of this
agreement and agrees to take all reasonable steps to facilitate its
performance.
9. The release from escrow of any of the Shares pursuant to the terms
of this agreement shall terminate this agreement only in respect to those
Shares so released. For greater certainty this clause does not apply to
Shares transferred within escrow.
10. Any shares not released from the escrow hereby created before the
expiration of ten (10) years from the date hereof shall be cancelled
forthwith and the Company and the Trustee hereby agree to take all such
actions as may be necessary to expeditiously effect such cancellation.
11. In the event that the Company has lost or alienated the Shares,
the Company and the Shareholders have the express obligation and hereby agree
to declare any such event or circumstances and the particulars thereof to the
Superintendent or Exchange.
12. In the event that the Company has at any time hereafter lost or
alienated the Property or Assets the Company, any director of the Company,
the Shareholders or any shareholder or group of shareholders of the Company
holding in the aggregate not less than 5% of the issued and outstanding
common shares of the Company may, by notice in writing directed to the
Superintendent or Exchange, request that the Superintendent or Exchange order
or direct that the Shares remaining in escrow hereunder be cancelled.
13. Upon the Superintendent or Exchange being advised of the loss or
alienation of the Property or Assets pursuant to paragraph 11 or upon
receiving a notice in writing pursuant to paragraph 12, it may, at its
discretion, make such order or direction for the cancellation of the Shares
as it seems advisable, and the Company and the Shareholders hereby agree,
subject to paragraph 17 to be bound by such order and to take all such
actions as may be necessary to expeditiously carry out such order.
14. Upon the Trustee being advised of an order or direction under
paragraph 13, the Trustee subject to paragraph 16 hereof, shall cancel such
Shares as the Superintendent or Exchange has ordered or directed.
15. Upon receipt of any order or direction of the Superintendent or
Exchange pursuant to paragraph 14 hereof and subject as herein provided, the
Shareholders hereby irrevocably appoint the Trustee their attorney for the
purpose of canceling, selling, assigning, or transferring any portion of the
Shares and for the purpose of executing any necessary acts of assignment or
transfer, and with authority to substitute one or more persons with like full
power.
16. Upon receipt by the Trustee of any order or direction for the
cancellation of any of the Shares, the Trustee shall forthwith advise the
Shareholders and shall not take any steps to cancel such Shares for ninety
(90) days from receipt of the order or direction. The Company or the
Shareholders shall have the right to appeal the decision of the
Superintendent or Exchange as if it were a decision of the Superintendent in
accordance with the provisions of the SECURITIES ACT of the Province of
British Columbia.
17. Notice of any order or direction of the Superintendent or Exchange
shall be given by the Trustee to all persons or parties affected thereby at
their last known registered address.
18. The-parties hereto agree that in consideration of the premises and
of the Trustee agreeing to act in such capacity, the Shareholders and the
Company do hereby jointly and severally covenant and agree from time to time
and at all times hereafter well and truly to save, defend and keep harmless
and ful1y indemnify the Trustee. its successors and assigns, from and against
all loss, costs, charges, suits, demands, claims, damages and expenses which
the Trustee, its successors or assigns, may at any time or times hereafter
bear, sustain, suffer or be put unto for or by reason or on account of its
acting as Trustee or anything in any manner relating thereto or by reason of
the Trustee's compliance in good faith with the terms hereof.
19. It is further agreed by and between the parties hereto, and
without restricting the foregoing indemnity, that in case proceedings should
hereafter be taken in any Court respecting the Shares, the Trustee shall not
be obliged to defend any such action or submit its rights to the Court until
it shall have been indemnified by other good and sufficient security in
addition to the indemnity hereinbefore given against its cost of such
proceedings.
20. This agreement may be executed in several parts in the same
form and such parts as so executed shall together form one original agreement,
and such parts, if more than one, shall be read together and construed as if all
the signing parties hereto had executed one copy of this agreement.
21. Wherever the singular or masculine are used throughout this
agreement, the same shall be construed as being the plural or feminine or
neuter where the context so requires.
22. This agreement shall inure to the benefit of and be binding upon
the parties hereto, their and each of their heirs, executors, administrators,
successors and permitted assigns.
IN WITNESS WHEREOF the parties hereto have executed these presents
the day and year first above written. The Common Seal of PACIFIC CORPORATE
TRUST COMPANY was hereunto affixed in the presence of:
The Common Seal of TRIDON OIL
& GAS LTD. was hereunto
affixed in the presence of:
/s/ XXXX XXXXXXX
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The Common Seal of ENERGAS
CORPORATION was hereunto
affixed in the presence of:
/s/ XXXXXX XXXX
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SCHEDULE "A"
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1. NAME OF SHAREHOLDER NUMBER OF SHARES
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Energas Corporation 14,112,000
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Energas Pipeline Company 3,888,000
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
TOTAL: 18,000,000
NOTE: A further 633,353 shares of the Company will be added to the total of
shares held in escrow pursuant to the terms of this Agreement for the account
of Energas Corporation should the Company exercise its option to acquire a
further undivided 2% working interest from Energas Corporation by the
agreement to which this agreement is attached as Schedule "B".
