LOAN AMENDING AGREEMENT
THIS AGREEMENT dated the 7th day of September, 2001.
BETWEEN:
XXXX XXXXX, of 0000 Xxxxxxx Xxxxxxx, Xxxxxxxxxx, XX, 00000
(the "Lender")
AND:
GLOBALTEX INDUSTRIES INC. a British Columbia company having its
registered and records office at 0000-0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Borrower")
WHEREAS:
A. The Lender and the Borrower entered into a loan agreement dated September
18, 2000 (the "Loan Agreement") pursuant to which the Lender advanced CAD
$400,000 (the "Loan") to the Borrower; and
B. The Loan Agreement provided that the Loan was to be repaid in full by
September 18, 2001.
C. The Lender and the Borrower have now agreed to amend the Loan Agreement to
extend the time for the repayment of the Loan for an additional year to
September 18, 2002, upon the terms and subject to the conditions hereinafter
set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and the mutual covenants and agreements hereinafter set forth, the parties
hereto agree as follows:
ARTICLE ONE
INTERPRETATION
1.01 Defined Terms. Except as otherwise provided for herein, all capitalized
terms used in this amending agreement (the "Agreement") will have the meanings
given to them in the Loan Agreement.
ARTICLE TWO
AMENDMENTS
2.01 Principal Repayment. The time for repayment of the Loan is hereby extended
for one year to September 18, 2002. Section 2.04 of the Loan Agreement is be
deleted and replaced with the following:
Subject to Section 2.07, the principal amount of the Loan will be repaid by the
Borrower by September 18, 2002 (the "Maturity Date").
2.02 Warrants. As consideration for the extension of the time for repayment of
the Loan described in section 2.01 above, the Borrower will issue additional
share purchase warrants to the Lender entitling the Lender to purchase up to
300,000 Shares over a three-year term expiring on September 6, 2004, at a price
of $1.15 per Share from September 7, 2001 to September 6, 2002, $1.25 per Share
from September 7, 2002 to September 6, 2003, and $1.35 per Share from September
7, 2003 to September 6, 2004 (the "New Warrants").
2.03 Amendment Deliveries. Commensurate with the execution and delivery of this
Agreement by the Lender and the Borrower, and the surrender of the Note by the
Lender to the Borrower for cancellation, the Borrower will execute and deliver
to the Lender a new promissory note in the form attached as Schedule A to this
Agreement (the "New Note") and a certificate representing the New Warrants in
the form attached as Schedule B hereto. For greater clarity, the New Note will
evidence the continue indebtedness of the Borrower to the Lender which is the
Loan and will replace the Note delivered pursuant to the Loan Agreement.
ARTICLE THREE
BORROWER'S REPRESENTATIONS AND WARRANTIES
3.01 The Borrower represents and warrants to the Lender that:
(a) the Borrower is a corporation duly incorporated, validly existing and in
good standing with respect to the filing of annual reports with the Registrar
of Companies for British Columbia;
(b) the Borrower has all requisite corporate power and authority to enter into
this Agreement, execute and deliver the New Note and a certificate representing
the New Warrants, and carry out its obligations as contemplated herein and
therein;
(c) the execution and delivery of this Agreement, the New Note and the
certificate representing the New Warrants have been duly and validly authorized
by the Borrower; and
(d) no Default or event which with the giving of notice or the lapse of time
would become a Default has occurred or is continuing.
ARTICLE FOUR
LENDER'S REPRESENTATIONS AND WARRANTIES
4.01 The Lender represents and warrants to the Borrower that he is aware that
this Agreement, the New Note and the New Warrants are being distributed under
an exemption from the registration and prospectus requirements of the British
Columbia Securities Act (the "Act") and the Rules thereunder, and states that
this Agreement is not being entered into as a result of any information about
the affairs of the Borrower that is not generally known to the public save
knowledge of this particular transaction.
ARTICLE FIVE
GENERAL
5.01 Counterparts. This Agreement may be executed in counterparts with the
same effect as if all parties had signed the same document and may be delivered
bby facsimile and all such counterparts will be construed together and will
constitute one and the same instrument.
5.02 Securities Laws. This Agreement will be governed in accordance with
applicable securities laws and will be subject to the rules and policies of the
Canadian Venture Exchange.
The Lender will, at the request of the Borrower, provide information and formal
declarations as required by applicable laws, regulations and policies in
connection with this Agreement.
5.03 Status of the Loan Agreement. Except as amended by this Agreement, the
Loan Agreement remains in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
GLOBALTEX INDUSTRIES INC.
Per:
_____________________
Authorized Signatory
_____________________
Xxxx Xxxxx
SCHEDULE A
PROMISSORY NOTE
PRINCIPAL AMOUNT: $400,000 DUE DATE: September 18, 2002
FOR VALUE RECEIVED, Globaltex Industries Inc. (the "Borrower"), a British
Columbia company having its registered and records office at 3000 - 1055 West
Georgia Street, Vancouver, British Columbia, V6E 3R3, HEREBY PROMISES TO PAY to
the order of Xxxx Xxxxx, of 0000 Xxxxxxx Xxxxxxx, Xxxxxxxxxx, XX, 00000 (the
"Lender") by September 18, 2002 the sum of:
FOUR HUNDRED THOUSAND DOLLARS ($400,000)
This note is given pursuant to a loan amending agreement between the Borrower
and the Lender made as of September 7, 2001 and is to be construed and enforced
in accordance therewith.
The Borrower hereby waives presentment for payment, notice of protest and
notice of non-payment.
DATED at Vancouver, B.C., this __7___ day of _____September____, 2001.
GLOBALTEX INDUSTRIES INC.
Per: (C/S)
_____________________
Authorized Signatory
SCHEDULE B
WARRANT CERTIFICATE
THIS WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR
BEFORE 4:30 P.M. (VANCOUVER TIME) ON SEPTEMBER 6, 2004.
ANY COMMON SHARES ISSUED ON EXERCISE OF ALL OR A PART OF THE RIGHTS
REPRESENTED BY THIS WARRANT CERTIFICATE:
ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN
BRITISH COLUMBIA UNTIL SEPTEMBER 7, 2002 EXCEPT AS
PERMITTED BY THE BRITISH COLUMBIA SECURITIES ACT AND RULES
MADE THEREUNDER (THE "BCSC HOLD PERIOD");
AND
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN
VENTURE EXCHANGE (THE "EXCHANGE") OR OTHERWISE IN
CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT
WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE
WITH ALL APPLICABLE SECURITIES LEGISLATION UNTIL JANUARY 7,
2002 (THE "CDNX HOLD PERIOD").
UNTIL THE EXPIRY OF THE APPLICABLE HOLD PERIODS, SHARE CERTIFICATES
ISSUED PURSUANT TO THE EXERCISE OF THE RIGHTS REPRESENTED BY THIS
WARRANT CERTIFICATE WILL BEAR LEGENDS SETTING OUT THE HOLD PERIOD
TERMS.
NON-TRANSFERABLE WARRANTS
GLOBALTEX INDUSTRIES INC.
(Incorporated under the laws of British Columbia)
Right to Purchase
300,000 Common Shares
WARRANT CERTIFICATE FOR PURCHASE OF COMMON SHARES
THIS IS TO CERTIFY THAT, for value received, Xxxx Xxxxx, of 0000 Xxxxxxx
Xxxxxxx, Xxxxxxxxxx, XX, 00000 (hereinafter called the "Holder") is entitled to
subscribe for and purchase 300,000 fully paid and non-assessable Common Shares
in the capital of Globaltex Industries Inc. (hereinafter called the
"Corporation") at any time prior to 4:30 p.m. (Vancouver Time) on September 6,
2004 at the price of $1.15 per share in the first year of the term ending on
September 6, 2002, at the price of $1.25 per share in the second year of the
term from September 7, 2002 to September 6, 2003 and at the price of $1.35 per
share in the third year of the term from September 7, 2003 to September 6, 2004
(the "Exercise Price"), subject, however, to the provisions and upon the terms
and conditions hereinafter set forth.
The rights represented by this Warrant Certificate may be exercised by the
Holder, in whole or in part (but not as to a fractional share of Common Shares)
by completing the subscription form attached hereto as Exhibit A and
surrendering this Warrant Certificate at the office of the Transfer Agent of
the Corporation, Computershare Trust Company of Canada, of 0xx Xxxxx, 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, together with a certified cheque
payable to or to the order of the Corporation in payment of the Exercise Price
multiplied by the number of Common shares subscribed for.
In the event of any exercise of the rights represented by this Warrant
Certificate, certificates for the Common Shares so purchased will be delivered
to the Holder within a reasonable time, not exceeding three business days after
the rights represented by this Warrant Certificate will have been so exercised,
and, unless this Warrant Certificate has expired, a new Warrant Certificate
representing the right to acquire the number of Common Shares, if any, with
respect to which the rights represented by this Warrant Certificate will not
then have been exercised will also be issued to the Holder within such time.
The Corporation covenants and agrees that all Common Shares which may be
issued upon the exercise of the rights represented by this Warrant Certificate
will, upon issuance, be fully paid and non-assessable and free of all liens,
charges and encumbrances. The Corporation further covenants and agrees that
during the period within which the rights represented by this Warrant
Certificate may be exercised, the Corporation will at all times have authorized
and reserved, a sufficient number of Common Shares to provide for the exercise
of such rights.
THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO
IN THIS WARRANT:
1. In case the Corporation will at any time subdivide its outstanding Common
Shares into a greater number of shares, the Exercise Price will be
proportionately reduced and the number of subdivided Common Shares entitled to
be purchased proportionately increased, and conversely, in case the outstanding
Common Shares of the Corporation will be combined into a smaller number of
shares, the Exercise Price will be proportionately increased and the number of
combined Common Shares entitled to be purchased hereunder will be
proportionately decreased.
If any capital reorganization, reclassification or consolidation of the
capital stock of the Corporation, or the merger or amalgamation of the
Corporation with another corporation will be effected, then as a condition of
such reorganization, reclassification, consolidation, merger or amalgamation,
adequate provision will be made whereby the Holder will have the right to
purchase and receive upon the basis and upon the terms and conditions specified
in this Warrant Certificate and in lieu of the Common Shares immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, such shares of stock, or other securities as may be issued
with respect to or in exchange for such number of outstanding Common Shares
equal to the number of Common Shares purchasable and receivable upon the
exercise of the rights represented by this Warrant Certificate had such
reorganization, reclassification, consolidation, merger or amalgamation not
taken place. The Corporation will not effect any merger or amalgamation unless
prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Corporation) resulting from such merger or
amalgamation will assume by written instrument executed and mailed or delivered
to the Holder the obligation to deliver to the Holder such shares of stock or
securities in accordance with the foregoing provisions, the Holder may be
entitled to purchase.
2. In case at any time:
(a) the Corporation will pay any dividend payable in stock upon its Common
Shares or make any distribution to the holders of its Common Shares;
(b) the Corporation will offer for subscription pro rata to the holders of its
Common Shares any additional shares of stock of any class or other rights;
(c) there will be any capital reorganization, or reclassification of the
capital stock of the Corporation, or consolidation or merger or amalgamation of
the Corporation with, or sale of all or substantially all of its assets to,
another corporation; or
(d) there will be a voluntary or involuntary dissolution, liquidation or
winding-up of the Corporation; then, and in any one or more of such cases, the
Corporation will give to the Holder, at least twenty days' prior written notice
of the date on which the books of the Corporation will close or a record will
be taken for such dividend, distribution or subscription rights, or for
determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, or amalgamation, dissolution,
liquidation or winding-up and in the case of any such reorganization,
reclassification, consolidation, merger, amalgamation, sale, dissolution,
liquidation or winding-up, at least twenty days' prior written notice of the
date when the same will take place. Such notice in accordance with the
foregoing clause, will also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Shares will be entitled thereto, and such notice in accordance with the
foregoing will also specify the date on which the holders of Common Shares will
be entitled to exchange their Common Shares for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding-up as the case may be.
Each such written notice will be given by first class mail, registered postage
prepaid, addressed to the Holder at the address of the Holder, as shown on the
books of the Corporation.
3. As used herein, the term "Common Shares" will mean and include the
Corporation's presently authorized Common Shares and will also include any
capital stock of any class of the Corporation hereafter authorized which will
not be limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends and in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding-up of
the Corporation.
4. This Warrant will not entitle the Holder to any rights as a shareholder of
the Corporation, including without limitation, voting rights.
5. This Warrant and all rights hereunder are not transferable.
6. This Warrant is exchangeable, upon the surrender hereof by the Holder at
the office of the Transfer Agent of the Corporation, for new Warrants of like
tenor representing in the aggregate the right to subscribe for and purchase the
number of shares which may be subscribed for and purchased hereunder, each of
such new Warrants to represent the right to subscribe for and purchase such
number of Common Shares as will be designated by the Holder at the time of such
surrender.
IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to
be signed by its duly authorized officers under its corporate seal, and this
Warrant Certificate to be dated September 7, 2001.
GLOBALTEX INDUSTRIES INC.
Per:
Xxxxxx X'Xxxxx,
Chief Executive Officer
EXHIBIT A
SUBSCRIPTION FORM
TO: Globaltex Industries Inc.
(the "Corporation")
The undersigned hereby exercises the right to purchase and hereby subscribes
for ____________ Common Shares in the capital stock of the Corporation referred
to in the attached Warrant Certificate according to the conditions thereof and
herewith makes payment by certified cheque of the purchase price in full for
the said shares. The undersigned acknowledges that the share certificates
representing any Common Shares issued on exercise of all or a part of the
rights represented by this Warrant Certificate are subject to the BCSC Hold
Period and the CDNX Hold Period as such terms are defined on page one of the
Warrant Certificate.
Please issue a certificate for the shares being purchased as follows:
(Note: Until the expiry of the BCSC Hold Period and the CDNX Hold Period, the
certificate must be issued in the name of the undersigned and will bear legends
setting out the terms of the applicable hold periods.)
NAME:
(please print)
ADDRESS:
If applicable, please deliver a Warrant Certificate in respect of the balance
of the Common Shares referred to in the attached Warrant Certificate but not
presently subscribed for, to the undersigned.
DATED this day of , .
Xxxx Xxxxx
