EXHIBIT 2.3(a)
AMENDMENT AGREEMENT
This Agreement is made as of September 5, 2002, between
EXALL RESOURCES LIMITED
-and-
GLIMMER RESOURCES INC.
-and-
APOLLO GOLD CORPORATION
-and-
XXXXXXX XXXXX, Chairman
EXALL RESOURCES LIMITED
-and-
XXXXXXX XxXXXXXXX, Authorized Representative
GLIMMER RESOURCES INC.
RECITALS:
A. Apollo Gold Corporation (formerly International Pursuit Corporation,
"APOLLO") and Exall Resources Limited and Glimmer Resources Inc. (collectively,
the "VENDORS") have entered into a letter agreement (The "PURCHASE AGREEMENT")
dated as of May 30, 2002 pursuant to which the Vendors agreed to sell, transfer,
convey, assign and deliver to Apollo, and Apollo agreed to purchase the
Purchased Assets (as defined in the Purchase Agreement) from the Vendors as of
the closing time. The Vendors desire to transfer and assign the Purchased
Assets to Apollo and Apollo desires to accept the sale, transfer, conveyance,
assignment and delivery thereof.
B. Capitalized terms used in this Agreement, if not defined herein shall
have the meanings given to them in the Purchase Agreement.
C. Apollo, the Vendors, Xxxxxxx Xxxxx and Xxxxxxx XxXxxxxxx (individually
known as a "Party" and collectively known as the "Parties") wish to record their
mutual agreement to amend section 3.1(d) and section 3.5 of the Purchase
Agreement as set forth herein.
FOR VALUE RECEIVED:
1. AMENDMENTS.
(a) Section 3.1(d) of the Purchase Agreement is deleted and replaced with
the following:
Paying to the Vendors in certified form a further $3,000,000 at such
time as the Glimmer Mine Business (as conducted by the Purchaser
following closing) reaches production at the Glimmer Mine of an
average per day of 3000 tonnes of gold bearing ore for a period of 30
consecutive days that the Glimmer Mine is in operation. Such
obligation is to survive any subsequent disposition of the Glimmer
Mine by the Purchaser or subsequent purchasers.
(b) Section 3.5 of the Purchase Agreement is deleted and replaced with the
following:
The closing date for the Purchase shall be on a date mutually agreed
between the parties which shall occur on or before September 6, 2002,
after satisfaction or wavier of the conditions precedent listed in
Schedule C attached hereto. Time shall be of the essence.
(c) The following is added as Section 3.6 of the Purchase Agreement:
SET OFF. The costs and expenses (whether to a third party or incurred
by the Purchaser through its own remediation activities) of the
remediation of the Glimmer Mine "u-vein mine stope" as required by the
Ministry of Northern Development and Mines or any other governmental
authority to the extent carried out prior to the requirement to pay
the amount owing to the Vendors under section 3.1(d) of the Purchase
Agreement (calculated on the basis of the selection by the Purchaser,
acting reasonably, of one of three bona fide quotes obtained by the
Purchaser from three arm's length parties) shall be set off against
the amount due to the Vendors (as to Exall 52% and to Glimmer 48%)
under section 3.1(d) of the Purchase Agreement up to a maximum of
$200,000.
3. EFFECT OF AMENDMENT. Except as provided in this Agreement, all of the
remaining terms and conditions of the Purchase Agreement shall remain in full
force and effect.
4. COUNTERPARTS. This Agreement may be executed and delivered in any number
of counterparts, each of which when executed and delivered as an original but
all of which taken together constitute one and the same instrument. This
Agreement may be delivered by fax.
5. AUTHORITY TO EXECUTE. Each Party represents and warrants to the other
that it has the capacity, power and authority to execute this Agreement. This
Agreement and any document contemplated under it has been duly authorized,
executed and delivered by each Party and is binding and enforceable against the
Party hereto in accordance with its terms.
6. SURVIVABILITY. The provision for set off as set out in section 1(c) of
this Agreement will survive the closing date, but will terminate upon the
Purchaser paying the amount owed to the Vendors pursuant to section 3.1(d) of
the Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.
EXALL RESOURCES LIMITED
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
GLIMMER RESOURCES INC.
By: /s/ Xxxxxxx XxXxxxxxx
-----------------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: President
APOLLO GOLD CORPORATION
By: /s/ X. X. Xxxxxxx
-----------------------------------------
Name: X. X. Xxxxxxx
Title: Vice-Chairman
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman, Exall Resources
Limited
By: /s/ Xxxxxxx XxXxxxxxx
-----------------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Authorized Representative
Glimmer Resources Inc.
