85
EXHIBIT.99.2
VOLUNTARY POOLING AGREEMENT
THIS AGREEMENT is dated for reference the 27th day of July,
1998.
BETWEEN:
THE UNDERSIGNED SHAREHOLDERS OF TREN EXPLORATION INC. (TO BE
RENAMED A LITTLE REMINDER (AM INC.)
(collectively referred to as the "Shareholders" and
individually as "Shareholder")
OF THE FIRST PART
AND:
XXXXXXX & XXXXXXXX, Barristers & Solicitors of 0000 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter called the "Trustee")
OF THE SECOND PART.
WHEREAS the Shareholders are desirous of placing in Pool the
shares owned by them in Tren Exploration Inc., (the "Company"),
being in respect of each of the Shareholders the number of shares
set opposite its name in Schedule "A" to this Agreement, upon and
subject to the terms and conditions hereinafter more particularly
set out;
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
In this Agreement:
(a) "Acknowledgment" means the acknowledgment and agreement
to be bound in the form attached as Schedule "B" to this
Agreement;
(b) "Approval Date" shall mean the first day the shares of
the Company are quoted on the NASDAQ Bulletin Board;
(c) "Shares" means the Class A common shares of the Company
set out in Schedule "A".
86
2. Release of Shares from Pool
The Shareholders hereby severally agree each with the other
and with the Trustee, that they will respectively deliver or cause
to be delivered to the Trustee on or before the Approval Date
certificates for their Shares in the Company as set out in the said
Schedule "A" to be held by the Trustee and released, subject as
hereinafter provided, pro rata on the following basis:
(a) 20% of the Shares one year from the Approval Date;
(b) 20% of the Shares three (3) months following the first
release of shares pursuant to section 2(a) hereof;
(c) 20% of the Shares six (6) months following the first
release of shares pursuant to section 2(a) hereof;
(d) 20% of the Shares nine (9) months following the first
release of shares pursuant to section 2(a) hereof;
(e) 20% of the Shares twelve (12) months following the first
release of shares pursuant to section 2(a) hereof.
3. Acknowledgment by Trustee
Each of the Shareholders shall be entitled to a letter or
receipt from the Trustee stating the number of Shares represented
by certificates held for it by the Trustee subject to the terms of
this Agreement, but such letter or receipt shall not be assignable.
4. 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 the 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.
5. Transfer of Shares Within Pool
No transfer of Shares by any Shareholder shall be effective
and no application shall 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
87
Acknowledgment 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.
6. 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.
7. Amendment of Agreement
Schedule A to this agreement shall be amended upon:
(a) a transfer of Shares pursuant to section 5, or
(b) a release of Shares from pool pursuant to section 2,
and the Trustee shall note the amendment on the Schedule A in its
possession.
8. Indemnification of Trustee
The parties hereto agree that in consideration of the Trustee
agreeing to act as Trustee as aforesaid, the Undersigned do hereby
covenant and agree from time to time and at all times hereinafter
well and truly to save, defend, and keep harmless and fully
indemnify the Trustee, its successors and assigns, from and against
all loss, costs, charges, damages and expenses which the Trustee,
its successors or assigns, may at any time or times hereafter bear,
sustain, suffer or be put to for or by reason or on account of its
acting as Trustee pursuant to this Agreement.
9. 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.
10. Resignation of Trustee
(a) If the Trustee wishes to resign as Trustee in respect of
the Shares, the Trustee shall give notice to the
Shareholders;
88
(b) If the Shareholders wish the Trustee to resign as Trustee
in respect of the Shares, the Shareholders shall give
notice to the Trustee;
(c) 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;
(d) 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.
11. 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.
12. Time
Time is of the essence of this agreement.
13. 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.
14. 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.
15. Execution in Counterpart
This Agreement may be executed in several parts in the same
form 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.
89
IN WITNESS WHEREOF the Undersigned and the Trustee have
executed these presents as and from the day and year first above
written.
706166 Alberta Ltd.
Per: /s/ illegible signature
Authorized Signatory
745797 Alberta Ltd.
Per: /s/ illegible signature
Authorized Signatory
Xxxxxxx & DuMoulin
Per: /s/ illegible signature
Authorized Signatory
SCHEDULE "A" to a Voluntary Pooling Agreement dated the 27th
day of July, 1998
Number of Class "A"
Name of Shareholder Common Shares held
706166 Alberta Ltd. 12,000,000
Name (please print)
c/o 0000 Xxxxxxxx Xxxxx
00000 - 000 Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Address
745797 Alberta Ltd. 8,000,000
Name (please print)
c/o 0000 Xxxxxxxx Xxxxx
00000 - 000 Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Address
90
SCHEDULE "B"
ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND
To: Xxxxxxx & XxXxxxxx
2100 - 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X. X.
X0X 0X0
I acknowledge that
(a) I have entered into an agreement with _______________
under which _____________ shares of ______________ (the
"Shares") will be transferred to me upon receipt of
regulatory approval, if applicable, and
(b) the Shares are held in pool subject to a Voluntary
Pooling Agreement dated for reference _________________
19____ (the "Pooling Agreement"), a copy of which is
attached as Schedule A to this acknowledgment.
In consideration of $1.00 and other good and valuable
consideration (the receipt and sufficiency of which is
acknowledged) I agree, effective upon receipt of regulatory
approval of the transfer to me of the Shares, if applicable, to be
bound by the Pooling Agreement in respect of the Shares as if I
were an original signatory to the Pooling Agreement.
Dated at _____________________, this _____ day of ___________,
19____.
Where the transferee is an individual:
SIGNED, SEALED & DELIVERED by )
______________________ in the )
presence of: )
)
)
______________________________ )
Witness ) _________________________
) [transferee]
)
______________________________ )
Name )
)
______________________________ )
Address
