91
EXHIBIT 99.3
AMENDED POOLING AGREEMENT
THIS AGREEMENT is dated for reference the 17th day of February,
1999.
BETWEEN:
THE UNDERSIGNED SHAREHOLDERS OF A LITTLE REMINDER (ALR) INC. (FORMERLY
TREN EXPLORATION INC.)
(collectively referred to as the "Shareholders" and individually
as "Shareholder")
OF THE FIRST PART
AND:
A LITTLE REMINDER INC., a company continued under the laws of the State
of Wyoming and having an office at 2050 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0
(the "Company")
OF THE SECOND PART
AND:
XXXXXXX & XXXXXXXX, Barristers & Solicitors of 0000 0000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter called the "Trustee")
OF THE THIRD PART
WHEREAS the Shareholders own an aggregate of 20,000,000 Class "A"
Common shares (the "Shares") in the capital of A Little Reminder (ALR)
Inc. (the "Company") in the amounts set out opposite their names in
Schedule "A" attached to this Agreement;
AND WHEREAS the Shareholders are all parties to a Voluntary
Pooling Agreement dated July 27, 1998 (the "Original Pooling
Agreement"), a copy of which is attached as Schedule "B" to this
Agreement, and pursuant to which the Trustee holds the Shares in Pool;
92
AND WHEREAS the parties wish to terminate and replace the Original
Pooling Agreement upon the terms and conditions set out herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and in consideration of the sum of Ten Dollars ($10.00)
now paid by the parties hereto, each to the other, (the receipt whereof
is hereby acknowledged) and in further consideration of the mutual
covenants and conditions hereinafter contained, the parties hereto
agree as follows:
1. Definitions
(a) "Acknowledgment" means the acknowledgment and agreement to be
bound in the form attached as Schedule "C" to this Agreement;
(b) "ALRT Shares" means the 8,000,000 common shares in the
capital of ALR Technologies Inc. to be issued to the Released
Shareholders upon completion of an offer to purchase all of
the issued and outstanding Class A Common Shares of the
Company;
(c) "Approval Date" shall mean the first day the shares of the
Company are quoted on the OTC Bulletin Board or, in the event
the shares of the Company are exchanged, pursuant to an offer
to purchase, for shares of a company, already quoted on the
OTC Bulletin Board, then the termination date of such offer
to purchase;
(d) "Early Release Shares" means 2,000,000 of the ALRT Shares to
be held by the Remaining Shareholders in accordance with
Schedule "D" attached to this Agreement;
(e) "Cancellation Shares" means 6,000,000 of the ALRT Shares to
be surrendered for cancellation to ALRT by the Released
Shareholders in accordance with Schedule "D" attached to this
Agreement;
(f) "Remaining Shareholders" means those Shareholders who are not
Released Shareholders;
(g) "Remaining Shares" means, the 12, 000,000 Shares which are
not Released Shares;
(h) "Shareholders" means those holders of 20,000,000 Class A
common shares of the Company as set out in Schedule "A";
93
(i) "Shares" means the 20,000,000 Class A common shares of the
Company as set out in Schedule "A" comprised of the Released
Shares and the Remaining Shares;
(j) "Released Shareholders" means those Shareholders who are the
registered and beneficial owners of the 8,000,000 Released
Shares in the amounts set out opposite their names in Section
4 hereof; and
(k) "Released Shares" means the 8,000,000 Shares owned by the
Released Shareholders as described in Section 4 hereof.
2. Termination of Original Pooling Agreement
The parties hereto hereby confirm, and agree that the Original
Pooling Agreement shall cease and determine and be of no further force
and effect, effective as of the date hereof.
3. Placement of Shares in Pool
The Shareholders hereby jointly and severally agree each with the
other and with the Trustee that the Trustee shall continue to hold
certificates for their Shares in the Company as set out in the said
Schedule "A" to be held by the Trustee on the terms contained herein.
4. Released Shareholders and Released Shares subject to Pool
In the event the conditions as set out in Section 5 hereof have
been fulfilled, the Released Shares owned by the Released Shareholders
as set out in the table below shall be released from Pool and returned
to such Released Shareholder in accordance with Section 6 hereof:
Released Shareholder Number of Released Shares
706166 Alberta Ltd. 3,400,000
745797 Alberta Ltd. 3,100,000
Xxxx Xxxxxx 750,000
Xxxxxx Xxxx 750,000
TOTAL 8,000,000
=========
5. Conditions
In the event the following conditions have been fulfilled, the
Released Shares shall be held by the Trustee and released from Pool to
the Released Shareholders in accordance with Section 6 hereof:
94
(a) pursuant to an offer to purchase (the "Offer") by ALR
Technologies Inc. ("ALRT"), the Released Shareholders shall
have received an aggregate of 8,000,000 common shares in the
capital stock of ALRT (the "ALRT Shares") in exchange for
submitting their 8,000,000 Released Shares under such Offer;
and
(b) the Released Shareholders shall have agreed for nominal.
consideration to surrender for cancellation to ALRT an
aggregate of 6,000,000 of the ALRT Shares obtained by the
Released Shareholders under the Offer (the "Cancellation
Shares"), leaving the Released Shareholders with an aggregate
of 2,000,000 ALRT Shares (the "Early Release Shares") in the
numbers set out opposite their names in Schedule "D" attached
hereto.
6. Release of Early Release Shares
In the event the conditions set out in Section 5 hereof are
fulfilled, the Early Release Shares will be released from Pool and
returned to the Released Shareholders, pro rata, on the following
basis:
(a) 20% of the Early Release Shares on July 1, 1999;
(b) 20% of the Early Release Shares three (3) months following
the first release of shares pursuant to subsection (a)
hereof;
(c) 20% of the Early Release Shares six (6) months following the
first release of shares pursuant to subsection (a) hereof;
(d) 20% of the Early Release Shares nine (9) months following the
first release of shares pursuant to subsection (a) hereof;
and
(e) 20% of the ALRT Shares twelve (12) months following the first
release of shares pursuant to subsection (a) hereof.
7. Release of Cancellation Shares
In the event the conditions in section 5 hereof have been
fulfilled then the 6,000,000 Cancellation Shares shall be released from
Pool and surrendered by the Released Shareholders to ALRT for
cancellation in the numbers set out opposite their names in Schedule
"D" attached to this Agreement.
95
8. Release of Remaining Shares from Pool
In the event the conditions in Section 5 hereof have been
fulfilled, then the Remaining Shares shall be released from Pool and
returned to the Remaining Shareholders or, in the event the conditions
in Section 5 hereof have not been fulfilled, then all of the Shares
shall be released from Pool and returned to the Shareholders, subject
to the terms. of this Agreement, pro rata, on the following basis:
(a) 20% of the Remaining Shares, or Shares as the case may be,
one year from the Approval Date;
(b) 20% of the Remaining Shares, or Shares as the case may be,
three (3) months following the first release of shares
pursuant to section 6(a) hereof;
(c) 20% of the Remaining Shares, or Shares as the case may be,
six (6) months following the first release of shares
pursuant to section 6(a) hereof;
(d) 20 % of the Remaining Shares, or Shares as the case may be
nine (9) months following the first release of shares
pursuant to section 6(a) hereof;
(e) 20% of the Remaining Shares, or Shares as the case may be,
twelve (12) months following the first release of shares
pursuant to section 6(a) hereof.
9. Alterations of Capital
The parties hereto agree that the provisions of this agreement
relating to the Shares shall apply mutatis mutandis to any shares or
securities into which such shares may be converted, changed,
reclassified, redivided, redesignated, subdivided or consolidated and
to any shares or securities of the Company or of any successor or
continuing company or corporation of the Company that may be received
by the registered holder of the Shares on a reorganization,
amalgamation, consolidation or merger, statutory or otherwise,
including the release calculation which will be adjusted so that the
proportion of the Shares available for release is unaffected by the
alteration of the capital of the Company.
96
10. Transfer of Shares Within Pool
No transfer of Shares by any Shareholder shall be effective and no
application shalt be made to the Company to register any such transfer
until the proposed transferee enters into an agreement with the other
parties hereto to the same effect as this Agreement. The Trustee shall
not effect a transfer of the Shares within pool unless the Trustee has
received a copy of an Acknowledgment in the form attached hereto as
Schedule C executed by the person to whom the Shares are to be
transferred. Notwithstanding the execution of an Acknowledgment by such
a person, the transferor shall not be released from its obligations
under this Agreement unless it has transferred all of its Shares.
11. Dividends, Distributions and Voting of Shares
The Shareholders will be entitled to receive all dividend payments
and distributions of capital, if any, from the Shares while the Shares
are subject to this Agreement, and may exercise all voting rights
attached to the Shares.
12. Amendment of Agreement
Schedule A to this Agreement shall be amended upon a transfer of
Shares pursuant to section 10, and the Trustee shall note the amendment
on the Schedule A in its possession.
13. Scope of Trustee's Duties and Indemnification ion of Trustee
In exercising its duties and obligations as set forth in this
Agreement, the Trustee will act in good faith and with impartiality
towards each of the Company and the Shareholders.
The Trustee will have no duties or obligations in respect of the
Shares other than those specifically set forth herein. The Trustee will
not be bound in any way by any other contract or agreement between the
parties hereto (except to the extent that the Trustee will consider the
terms of the Share Exchange Agreement) whether or not the Trustee has
knowledge thereof or of its terms and conditions and the Trustee's only
duty, liability and responsibility shall be to hold and deal with the
Shares in accordance with this Agreement. The Trustee will be entitled,
unless it has knowledge to the contrary, to assume that any notice and
evidence received pursuant to these instructions from either the
Company or the Shareholders has been duly executed by the party by whom
it purports to have been signed and the Trustee will not be obligated
to enquire into the sufficiency or authority of any signatures
97
appearing on such notice or evidence. In the event that the Trustee is
given written notice of any disagreement between the Company and the
Shareholders resulting in adverse claims or demands being made in
connection with the Shares or a disagreement as to the Shares to be
released by the Trustee, the Trustee will not release the Shares until
(a) the rights of all parties shall have been fully and finally
adjudicated by a court of competent jurisdiction; or
(b) the Company and the Shareholders give the Trustee written
notice as to their agreement as to the release of the Shares.
In the event that the Trustee is given notice of any disagreement
between the Company and the Shareholders resulting in adverse claims or
demand being made in connection with the Shares or a disagreement as to
the Shares to be released by the Trustee, the Trustee may, at its
discretion, interplead the Shares by delivering the Shares to a court
of competent jurisdiction.
The Company will pay the Trustee on the basis of the Trustee's
hourly rates for legal services, plus taxes and disbursements, for the
performance of the Trustee's duties pursuant to this Agreement.
The Company and the Shareholders, jointly and severally, release,
indemnify and save harmless the Trustee from all costs, charges,
claims, demands, damages, losses and expenses resulting from the
Trustee's compliance in good faith with this agreement,
14. Trustee not Obliged to Defend Actions
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 hereby
pooled, 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 costs of such proceedings.
15. Resignation of Trustee
If the Trustee wishes to resign as Trustee in respect of the
Shares, the Trustee shall give notice to the Shareholders;
98
If the Shareholders wish the Trustee to resign as Trustee in
respect of the Shares, the Shareholders shall give notice to the
Trustee;
A notice referred to in subsection (a) or (b) hereof shall be in
writing and delivered to the Shareholders or the Trustee at their
respective addresses set out on the first page or Schedule A of this
agreement, and the notice shall be deemed to have been received on the
date of delivery. The Shareholders or the Trustee may change their
address for notice by giving notice to the other party in accordance
with this agreement;
The resignation of the Trustee shall be effective and the Trustee
shall cease to be bound by this agreement on the date that is 30 days
after the date of receipt of the notice referred to in subsection (a)
or (b) hereof or on such other date as the Trustee and the Shareholders
may agree Upon.
16. Further Assurances
The parties hereto shall execute and deliver any further documents
and perform any acts necessary to carry out the intent of this
agreement.
17. Time
Time is of the essence of this agreement.
18. Governing Laws
This agreement shall be construed in accordance with and bound by
the laws of British Columbia and the laws of Canada applicable in
British Columbia.
19. Enurement
This Agreement shall enure to the benefit of and be binding upon
the parties hereto and each of their heirs, executors, administrators,
successors and permitted assigns.
99
20. Execution in Counterpart and by Facsimile
This Agreement may be executed in several parts in the same form,
and by facsimile, and such part as so executed shall together
constitute 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,
IN WITNESS WHEREOF the Undersigned and the Trustee have executed
these presents as and from the day and year first above written.
A Little Reminder (ALR) Inc.
Per: /s/ illegible signature
Authorized Signatory
Xxxxxxx & DuMoulin
Per: /s/ illegible signature
Authorized Signatory
