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ESCROW AGREEMENT
THIS AGREEMENT made this 18th day of January, 1996
AMONG:
ST. XXXX MINERALS INC., AND XXXXXXX X. XXXX, each
of Suite 1100, 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx X.X.X.
00000 and XXXXXXX X. XXXXX, XXXX X. XXXXXX and
XXXXXXXX X. XXXXXX, each of Xxxxx 000, 000 Xxxx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0, XXXX X. XXXXX of King City,
Ontario
(hereinafter jointly and severally called the "SECURITY HOLDERS")
OF THE FIRST PART
AND
PACIFIC CORPORATE TRUST COMPANY, of Xxxxx 000,
000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter called the "TRUSTEE")
OF THE SECOND PART
AND
SUMMO MINERALS CORPORATION, of Xxxxx 000, 000
Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter called the "ISSUER")
OF THE THIRD PART
AND
THE TORONTO STOCK EXCHANGE, of The Exchange
Tower, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx X0X 0X0
(hereinafter called the "EXCHANGE")
OF THE FOURTH PART
2
WHEREAS the Security Holders presently own or are about to receive
securities of the Issuer;
AND WHEREAS in furtherance of complying with the requirements of the
Exchange, the security holders are desirous of depositing in escrow certain
securities of the Issuer owned or to be received by them;
AND WHEREAS the Trustee has agreed to undertake and perform its duties
according to the terms and conditions hereof;
NOW THEREFORE this Agreement witnesseth that in consideration of the
aforesaid agreements, and of the sum of one dollar ($1.00) now paid by the
parties hereto, each to the other (receipt of which sum the parties do hereby
respectively acknowledge each to the other) the Security Holders jointly and
severally covenant and agree with the Issuer and with the Trustee and the
Issuer and the Trustee covenant and agree each with the other and with the
Security Holders jointly and severally as follows:
1. Each of the Security Holders hereby places and deposits in escrow those
of its securities of the Issuer which are represented by the certificates
described or referred to in Schedule "A" hereto with the Trustee and,
inasmuch as he is legally able to do so, in respect of existing restrictions
on the delivery of such certificates (such as R.R.S.P. restrictions) hereby
undertakes and agrees forthwith to deliver those certificates (including any
replacement securities or certificates if and when such are issued or
allotted) to the Trustee for deposit in escrow.
2. The parties hereby agree that the securities and the beneficial
ownership of or any interest in them and the certificates representing them
(including any replacement certificates) shall not be sold, assigned,
hypothecated, alienated, released from escrow, transferred within escrow, or
otherwise in any manner dealt with, without the express consent, order or
direction in writing of the Exchange being first had and obtained or except
as may be required by reason of the death or bankruptcy of any Security Holder,
in which cases the Trustee shall hold the said certificates subject to this
agreement, for whatever person, firm or corporation shall be legally entitled
to be or become the registered owner thereof. It is understood that the
Exchange has consented to a release from escrow of the securities on a PRO
RATA basis as follows:
(a) one-third on the first anniversary of the date of listing of the
Issuer's common shares on the Exchange;
(b) an additional one-third on the second anniversary of the date of
listing of the Issuer's common shares on the Exchange; and
(c) the remaining one-third on the third anniversary of the date of
listing of the Issuer's common shares on the Exchange.
3
3. The Security Holders hereby direct the Trustee to retain their
respective securities and the certificates (including any replacement
securities or certificates) representing the same 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 except with and as directed by the
written consent, order or direction of the Exchange. The Trustee hereby
accepts the responsibilities placed on it hereby and agrees to perform the
same in accordance with the terms hereof and the written consents, orders or
directions of the Exchange.
4. If during the period in which any of the said securities are retained in
escrow pursuant hereto, any dividend is received by the Trustee in respect of
the escrowed securities, any such dividend shall be forthwith paid or
transferred to the respective Security Holders entitled thereto.
5. All voting rights attached to the escrowed securities shall at all times
be exercised by the respective registered owners thereof.
6. The Security Holders hereby jointly and severally agree to and do hereby
release and indemnify and save harmless the Trustee from and against all
claims, suits, demands, costs, damages and expenses which may be occasioned
by reason of the Trustee's compliance in good faith with the terms hereof.
7. The Issuer hereby acknowledges the terms and conditions of this
agreement and agrees to take all reasonable steps to facilitate its
performance.
8. If the Trustee should wish to resign, it shall give at least six months
notice to the Issuer, which may, with the written consent of the Exchange, by
writing appoint another Trustee in its place and such appointment shall be
binding on the Security Holders and the new Trustee shall assume and be bound
by the obligations of the Trustee hereunder.
9. The written consent, order or direction of the Exchange as to a release
from escrow of all or part of the said securities shall terminate this
agreement only in respect to those securities so released. For greater
certainty, this clause does not apply to securities transferred within escrow.
10. If the Issuer is delisted by the Exchange, thereafter any consent, order
or direction of the Exchange herein required will, instead, require the
consent, order or direction of the Ontario Securities Commission.
11. 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.
12. 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.
4
13. This agreement shall inure to the benefit and be binding upon the
parties hereto, their and each of their heirs, executors, administrators,
successors and assigns.
IN WITNESS whereof the parties hereto have executed these presents the
day and year first above written.
The COMMON SEAL of ST. XXXX )
MINERALS INC. was hereunto affixed )
in the presence of: )
)
)
/s/ [ILLEGIBLE] ) c/s
---------------------------- )
)
)
/s/ XXXXX X. XXXXXXXXX )
----------------------------- )
SIGNED, SEALED and DELIVERED by )
XXXXXXX X. XXXX in the presence of: )
)
/s/ XXXXXXXX X. XXXXX )
----------------------------- ) /s/ XXXXXXX X. XXXX
Name ) -----------------------
) XXXXXXX X. XXXX
00000 Xxxxxxxxxxx Xx. )
----------------------------- )
Address )
)
Clerical Assistant )
----------------------------- )
Occupation )
SIGNED, SEALED and DELIVERED by )
XXXXXXX X. XXXXX in the )
presence of: )
)
/s/ [ILLEGIBLE] )
----------------------------- ) /s/ XXXXXXX X. XXXXX
Name ) -----------------------
) XXXXXXX X. XXXXX
[ILLEGIBLE] )
----------------------------- )
Address )
)
[ILLEGIBLE] )
----------------------------- )
Occupation )
5
SIGNED, SEALED and DELIVERED by )
XXXX X. XXXXXX in the presence of: )
)
/s/ XXXXXXXX X. XXXXX )
----------------------------- ) /s/ XXXX X. XXXXXX
Name ) -----------------------
) XXXX X. XXXXXX
00000 Xxxxxxxxxxx Xx. )
----------------------------- )
Address )
)
Clerical Assistant )
----------------------------- )
Occupation )
SIGNED, SEALED and DELIVERED by )
XXXXXXXX X. XXXXXX in the )
presence of: )
)
/s/ XXXXXXXX X. XXXXX )
----------------------------- ) /s/ XXXXXXXX X. XXXXXX
Name ) -----------------------
) XXXXXXXX X. XXXXXX
00000 Xxxxxxxxxxx Xx. )
----------------------------- )
Address )
)
Clerical Assistant )
----------------------------- )
Occupation )
SIGNED, SEALED and DELIVERED by )
XXXX X. XXXXX in the presence of: )
)
)
----------------------------- ) /s/ XXXX X. XXXXX
Name ) -----------------------
) XXXX X. XXXXX
)
----------------------------- )
Address )
)
)
----------------------------- )
Occupation )
6
The COMMON SEAL of PACIFIC )
CORPORATE TRUST COMPANY was )
hereunto affixed in the )
presence of: )
)
/s/ [ILLEGIBLE] ) c/s
---------------------------- )
/s/ [ILLEGIBLE] )
---------------------------- )
The COMMON SEAL of SUMMO )
MINERALS CORPORATION was )
hereunto affixed in the )
presence of: )
)
/s/ XXXXXXX X. XXXX ) c/s
---------------------------- )
)
/s/ [ILLEGIBLE] )
---------------------------- )
THE TORONTO STOCK EXCHANGE
Per:
/s/ [ILLEGIBLE]
----------------------------
Authorized Signatory
This is page 6 to that certain Escrow Agreement between ST. XXXX MINERALS
INC., XXXXXXX X. XXXX, XXXXXXX X. XXXXX, XXXX X. XXXXXX, XXXXXXXX X. XXXXXX,
XXXX X. XXXXX, PACIFIC CORPORATE TRUST COMPANY, SUMMO MINERALS CORPORATION
and THE TORONTO STOCK EXCHANGE dated as of the 18th day of January, 1996.
7
SCHEDULE "A"
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NAME OF BENEFICIAL NUMBER OF CERTIFICATE
SECURITY HOLDER OWNER SECURITIES NUMBER
--------------- ---------- ---------- -----------
ST. XXXX MINERALS INC. St. Xxxx Minerals Inc. 6,771,002
0000-0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx
X.X.X. 00000
XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 1,084,568
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
XXXX X. XXXXXX Xxxx X. Xxxxxx 517,423
000, 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
XXXXXXXX X. XXXXXX Xxxxxxxx X. Xxxxxx 70,307
000, 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
XXXX XXXXX Xxxx Xxxxx 64,687
King City, Ontario
XXXXXXX X. XXXX Xxxxxxx X. Xxxx 12,000
0000-0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx
X.X.X. 00000
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TOTAL 8,519,987
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