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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 30th day of November, 1999,
BETWEEN:
XXXXXXXX FINANCIAL CORPORATION,
c/o 1250 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X.
(hereinafter referred to as the "Creditor")
OF THE FIRST PART
AND:
ICHOR CORPORATION, of 000 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxxx, XX 00000-0000
(hereinafter referred to as the "Corporation")
OF THE SECOND PART
WHEREAS:
A. The Corporation is indebted to the Creditor and the Creditor has agreed
to accept payment of the said indebtedness in the amount of $972,060.00
(the "Indebtedness") by delivery of 5% Cumulative Convertible
Redeemable Preferred Shares, Series 2 of the Corporation having rights,
privileges, restrictions and conditions which substantially conform to
those contemplated by Schedule "A" hereto (the "Preferred Shares") as
hereinafter set forth;
B. The Creditor has agreed to accept the issuance of Preferred Shares in
the capital of the Corporation at a deemed price of $10.00 per
Preferred Share in full discharge and complete satisfaction of the
Indebtedness and to grant the Corporation a release on receipt of the
Preferred Shares;
NOW THEREFORE this agreement witnesseth that in consideration of the premises
and the mutual covenants and agreements hereinafter contained and the sum of
$10.00 paid by each party to the other (the receipt of which is hereby
acknowledged) and other good and valuable consideration the parties hereto
COVENANT AND AGREE AS FOLLOWS:
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1. Upon creation of the Preferred Shares, the Corporation shall forthwith
issue and deliver a certificate representing the Preferred Shares to
the Creditor in full settlement and satisfaction of the Indebtedness to
the Creditor at the address first above written.
2. The Creditor hereby covenants with the Corporation that he will accept
the issuance and delivery of a certificate representing the Preferred
Shares from the Corporation at any time up to 5:00 p.m. on or before
the 31st day of December, 1999 in full settlement and satisfaction of
the Indebtedness, and hereby absolutely releases and fully discharges
the Corporation from the Indebtedness. In the event that the Preferred
Shares have not been delivered to the Creditor by December 31, 1999,
the Creditor may, at its option, rescind this agreement, whereupon this
agreement shall be terminated with effect from the date hereof.
3. The Creditor represents and warrants to the Corporation and covenants
with the Corporation that:
(a) it is a company duly incorporated and existing under the laws of
its incorporating jurisdiction and at the closing date will have
the power and capacity to own the Preferred Shares and to enter
into this agreement and to carry out its terms and conditions to
the full extent;
(b) the acceptance of the Preferred Shares in lieu of payment has
been validly authorized by all necessary corporate acts;
(c) the Creditor is purchasing the Preferred Shares as principal and
is not a partnership, syndicate, trust, or unincorporated
organization;
(d) the Creditor is, by virtue of its net worth and investment
experience, or by virtue of consultation with or advice from a
person who is not a promoter of the Corporation and is a
registered adviser or registered dealer, able to evaluate the
merits of the investment in the Preferred Shares based upon
information requested of or presented by the Corporation;
(e) the Creditor is not purchasing the Preferred Shares on the basis
of any information respecting the Corporation not generally
known save knowledge of this transaction;
(f) due to the nature and stage of the Corporation's business and
properties the Creditor acknowledges that an investment in the
Preferred Shares must be considered speculative; and
(g) the Creditor understands that the Preferred Shares have not been
registered by the Corporation under the United States Securities
Act of 1933 (the "1933 Act") and that the Corporation does not
plan, and is under no obligation to provide for registration of
the Preferred Shares in the future. Offer or sale of the
Preferred Shares in the
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United States or to a U.S. person would constitute a violation
of United States law unless made in compliance with the
registration requirements of the 1933 Act or pursuant to an
exemption therefrom. The term "United States" means the United
States of America and includes its territories, possessions and
all areas subject to its jurisdiction; and the term "U.S.
person" has the meaning as defined in Regulation S made under
the 0000 Xxx.
4. The Corporation represents and covenants, as the case may be, that:
(a) it is duly incorporated and validly existing under the laws of
the State of Delaware;
(b) it has all necessary corporate authority to enter into this
agreement and to effect the issuance of the Preferred Shares
agreed to hereby; and
(c) its shares trade through the National Association of Securities
Dealers Automated Quotation System SmallCap market.
5. In exchange for the Preferred Shares, the Creditor hereby agrees not to
commence any action or proceeding whatsoever against the Corporation
including the filing of any charge, lien or encumbrance against the
Corporation, its properties, or assets, existing or future during the
term of this agreement and this agreement may be pleaded as a defence
to any such action or proceeding commenced and shall deliver to the
Corporation a release of any and all claims related to the subject
matter hereof in a form reasonably satisfactory to the Corporation upon
receipt of the Preferred Shares.
6. Time is of the essence of this agreement.
7. This Agreement shall be governed and enforced in accordance with the
laws of Switzerland, without regard to its conflict of laws and
principles, and the parties hereto agree to submit any dispute
hereunder to the jurisdiction of the courts of the Canton of Geneva.
8. All references to sums of money shall be deemed to refer to the legal
tender of the United States unless otherwise specified.
9. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
10. The parties hereto agree to execute such further and other agreements
as may be necessary to give effect to the meaning and intent of this
agreement.
11. This agreement may be executed in several parts in the same form and by
facsimile and such parts as so executed shall together constitute one
original document, and such parts, if more
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than one, shall be read together and construed as if all the signing
parties had executed one copy of the said agreement.
IN WITNESS WHEREOF the parties hereto have hereunto executed this agreement as
of the day and year first above written.
XXXXXXXX FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Director
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ICHOR CORPORATION
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
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Title: Director
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