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ATTACHMENT - ITEM 19(b)3(d) - ESCROW AGREEMENT
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ESCROW AGREEMENT
THIS AGREEMENT made this _____ day of May, 1997.
AMONG:
THE UNDERSIGNED SHAREHOLDERS IN INTERNATIONAL URANIUM
CORPORATION
(hereinafter jointly and severally called the
"Security Holders")
OF THE FIRST PART
- and -
MONTREAL TRUST COMPANY OF CANADA
(hereinafter called the "Escrow Agent")
OF THE SECOND PART
- and -
INTERNATIONAL URANIUM CORPORATION
(hereinafter called the "Issuer")
OF THE THIRD PART
WHEREAS the Security Holders presently own securities of the
Issuer;
AND WHEREAS in furtherance of complying with the requirements
of The Toronto Stock Exchange (the "Exchange"), the Security Holders are
desirous of depositing in escrow certain securities of the Issuer owned by them;
AND WHEREAS the Escrow Agent 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
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covenant and agree with the Issuer and with the Escrow Agent and the Issuer and
the Escrow Agent 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 common shares of the Issuer owned by him which are described or
referred to in Schedule "A" hereto (the "Regulatory Shares") with the Escrow
Agent and 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 Escrow Agent 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,
pledged, 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, in the case of the Regulatory Shares, or except as may be required by
reason of the bankruptcy of any Security Holder, in which cases the Escrow Agent
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 consents to the release from
escrow of one-fifth of the Regulatory Shares on an automatic basis on each of
the first, second, third, fourth and fifth anniversary dates (or if not a
business day, the next business day following that date) of the listing date.
The Regulatory Shares shall be released from escrow to each of the Security
Holders pro rata to the number of Regulatory Shares placed in escrow by such
Security Holder, and the Escrow Agent shall notify the Exchange upon the
completion of each such release.
3. The Escrow Agent shall deliver, by courier delivery, the
certificates evidencing the Regulatory Shares to the Security Holder at the
address for such Security Holder appearing on the register for the common shares
of the Issuer unless such Security Holder otherwise directs the Escrow Agent in
writing not less than ten (10) days prior to any release from escrow.
4. The Security Holders hereby direct the Escrow Agent 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 or in accordance with paragraph 2
hereof. The Escrow Agent 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.
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5. If during the period in which any of the said securities are
retained in escrow pursuant hereto, any dividend is received by the Escrow Agent
in respect of the escrowed securities, any such dividend shall be forthwith paid
or transferred to the respective Security Holders entitled thereto.
6. All voting rights attached to the Regulatory Shares shall at
all times be exercised by the respective registered owners thereof.
7. The parties hereby agree that the Exchange may, in certain
circumstances, including but not limited to the suspension from trading or
delisting of the Issuer by the Exchange, require that all or any of the
Regulatory Shares then in escrow be tendered to the Issuer by way of gift or for
cancellation. Any such Regulatory Shares shall remain in escrow subject to the
terms and conditions of this agreement until the securities are fully and
effectually cancelled or otherwise transferred for the benefit of the Issuer.
Where the Regulatory Shares cannot be cancelled, they shall be held for the
benefit of the Issuer by the Escrow Agent and remain in escrow subject to the
terms and conditions of this agreement but they shall not be voted and any
dividends shall be donated back for the benefit of the Issuer.
8. (i) The Escrow Agent shall not have any duties or responsibilities
except those set forth in this agreement and shall not incur
any liability in acting on any signature, notice, request,
waiver, consent, receipt or other paper or documents believed
by the Escrow Agent to be genuine.
(ii) The Escrow Agent may act or refrain from acting in respect of
any matter referred to in this agreement in full reliance on
and by and with the advice of counsel or other professional
advisors which may be selected by it, and shall be fully
protected in so acting or refraining from acting on the advice
of counsel or advisors. The reasonable costs of such counsel
and of the Escrow Agent shall be paid by the Issuer.
(iii) The Escrow Agent shall be required to release the Regulatory
Shares only as specified in paragraph 2 hereunder, and no
further authorization or independent verification shall be
necessary.
(iv) The Security Holders and the Issuer hereby jointly and
severally agree to and do hereby release and indemnify and
save harmless the Escrow Agent from and against all claims,
suits, demands, costs, damages and expenses which may be
occasioned by reason of the Escrow Agent's compliance in good
faith with the terms hereof.
(v) In the event of any disagreement arising regarding the terms
of the agreement, the Escrow Agent shall be entitled, at its
option, to refuse to comply with any and all demands
whatsoever until the dispute is settled
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either by agreement amongst the parties or by a court of
competent jurisdiction.
(vi) The Escrow Agent shall not be required to defend any legal
proceedings which may be instituted against it in respect of
or arising out of anything herein contained unless requested
to do so in writing by a party hereto and indemnified and
funded to its reasonable satisfaction against the cost and
expense of such defence, provided that such legal proceeding
does not arise as a result of an allegation of fraud or
negligence on the part of the Escrow Agent or its employees.
9. The Issuer hereby acknowledges the terms and conditions of
this agreement and agrees to take all reasonable steps to facilitate its
performance, including the payment of all reasonable fees and expenses of the
Escrow Agent in relation hereto.
10. If the Escrow Agent should wish to resign, it shall give at
least sixty (60) days' notice to the Issuer, which may, with the written consent
of the Exchange, by writing appoint another Escrow Agent in its place and such
appointment shall be binding on the Security Holders and the new Escrow Agent
shall assume and be bound by the obligations of the Escrow Agent hereunder.
11. 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.
12. If the Issuer is delisted by the Exchange, thereafter any
consent, order or direction of the Exchange herein required in relation to the
Regulatory Shares will, instead, require the consent, order or direction of the
Ontario Securities Commission and the Ontario Securities Commission may require
that escrowed Regulatory Shares be tendered to the Issuer by way of gift or for
cancellation pursuant to paragraph 7 hereof.
13. The Escrow Agent may employ or retain such counsel as it may
reasonably require for the purpose of discharging its duties hereunder, and the
reasonable fees and disbursements of such counsel shall be for the account of
the Issuer.
14. Any notice or other document to be given to any of the parties
hereto or herein referred to pursuant to or arising out of this agreement may be
given by mailing the same by prepaid registered mail or by personal or facsimile
delivery, at the following address:
(a) if to the Issuer:
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International Uranium Corporation.
Suite 1320
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Secretary
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx & Xxxxxxxxx
Suite 2100, Scotia Plaza
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxx X. Xxxxx
Telecopier: (000) 000-0000
(b) if to the Escrow Agent:
Montreal Trust Company of Canada
0xx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Manager, Client Services
Telecopier: (000) 000-0000
(c) if to the Exchange:
The Toronto Stock Exchange
0 Xxxxx Xxxxxxxx Xxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx Xxxxx
Telecopier: 947-4547
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(d) if to the Security Holders, to the address therefor shown in
the registers maintained by the Issuer's registrar and
transfer agent from time to time or as otherwise shown in the
Issuer's records,
or to such other address as the parties may advise the other parties in writing.
Any such notice shall be deemed to have been received by the party to whom it
has been sent at that address, if delivered or sent by facsimile, on the date of
delivery or facsimile transmission and, if mailed, on the second business date
after the date of mailing.
15. This agreement may only be varied by the prior written consent
of the parties hereto and the Exchange (with the consent or approval of the
Escrow Agent not being unreasonably withheld or delayed).
16. Business day, as used herein, means a day on which the
Exchange is open for trading.
17. 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.
18. 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.
19. This agreement shall enure to the benefit of and be binding
upon the parties hereto, their and each of their heirs, executors,
administrators, successors and assigns.
20. This agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and shall be treated in all
respects as an Ontario contract.
IN WITNESS WHEREOF the parties hereto have executed these
presents the date noted above.
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Witness Xxxxx X. Xxxxxx
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Witness Xxxxx X. Xxxxxx
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MONTREAL TRUST COMPANY OF CANADA
By:
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By:
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INTERNATIONAL URANIUM CORPORATION
By:
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By:
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SCHEDULE "A" - ESCROW AGREEMENT
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NAME OF SECURITY HOLDER BENEFICIAL OWNER NO. OF REGULATORY SHARES CERTIFICATE NUMBER
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Xxxxx X. Xxxxxx u 4,500,000
Xxxxx X. Xxxxxx u 4,500,000
Xxxxx X. Xxxxxx u 4,500,000
Xxxxx X. Xxxxxx u 4,500,000
Xxxxx X. Xxxxxx u 4,500,000
Xxxxx X. Xxxxxx u 50,000
Xxxxx X. Xxxxxx u 50,000
Xxxxx X. Xxxxxx u 50,000
Xxxxx X. Xxxxxx u 50,000
Xxxxx X. Xxxxxx u 50,000
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TOTAL: 22,750,000
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