ARRANGEMENT AGREEMENT
EXHIBIT 4.4
AMERICAN BONANZA GOLD MINING CORP.
(“Bonanza”)
and
INTERNATIONAL TAURUS RESOURCES INC.
(“Taurus”)
and
FAIRSTAR EXPLORATIONS INC.
(“Fairstar”)
and
0710882 B.C. LTD.
(“FairstarSub”)
and
0710887 B.C. LTD.
(“Newco”)
Dated for reference December 21, 2004
TABLE OF CONTENTS
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THIS ARRANGEMENT AGREEMENT is dated for reference the 21st day of December, 2004.
AMONG:
AMERICAN BONANZA GOLD MINING CORP., a corporation incorporated under the laws of the Province of British Columbia
(“Bonanza”)
AND:
INTERNATIONAL TAURUS RESOURCES INC., a corporation incorporated under the laws of the Province of British Columbia
(“Taurus”)
AND:
FAIRSTAR EXPLORATIONS INC., a corporation incorporated under the laws of Canada
(“Fairstar”)
AND:
0710882 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia and which is wholly-owned by Fairstar
(“FairstarSub”)
AND:
0710887 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia which is wholly owned by Bonanza
(“Newco”)
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WHEREAS:
(A) The parties hereto propose to effect a business combination to economically combine Bonanza and Taurus together as subsidiaries of Newco and to thereupon have Newco acquire Fairstar’s shares in FairstarSub which holds Fairstar’s interests in the Xxxxxxx Project and the Casa Xxxxxxx Claims, in exchange for shares of Newco and other consideration herein described; and
(B) The parties intend to carry out the proposed business combination by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia).
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Definitions
1.1 In this Agreement and in the recitals hereto, unless there is something in the context or subject matter inconsistent therewith, the following words and phrases shall have the meanings hereinafter set out:
(a) “Acquisition Proposal” means any proposal with respect to any Company for a merger, amalgamation, share exchange, business combination, take-over bid, sale or other disposition of all or substantially all of such Company’s assets, or any recapitalization, reorganization, liquidation, material sale or issue of treasury securities or rights or interests therein or thereto or rights or options to acquire any material number of treasury securities or any type of similar transaction which would or could, in any case, constitute a material change or de facto change of control, other than the Arrangement, except that insofar as Fairstar is concerned, this paragraph is limited to proposals which could affect its interests in the Xxxxxxx Project or the Casa Xxxxxxx Claims;
(b) “Agreement” means this agreement among Bonanza, Taurus, Fairstar, FairstarSub and Newco entered into for the purpose of effecting the Arrangement, including the Schedules hereto, as the same may be supplemented or amended from time to time;
(c) “AMF” means Autorité des Marchés Financiers;
(d) “Applicable Laws” means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, restriction, published and legally binding regulatory policy or guideline, by-law (zoning or otherwise), or order or any consent,
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exemption, approval or licence of any domestic or foreign Governmental Entity that applies in whole or in part to the Companies, as the context requires, or to their respective businesses, undertakings, properties or securities and, for further certainty, includes Applicable Securities Laws;
(e) “Applicable Securities Laws” means Canadian Securities Laws and United States Securities Laws, as are applicable in the circumstances;
(f) “Arrangement” means the arrangement under the provisions of sections 288 et seq. of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement;
(g) “Arrangement Resolutions” means the Special Resolutions of each of Bonanza Shareholders, Taurus Shareholders and the sole FairstarSub shareholder, being Fairstar, approving the Arrangement;
(h) “BCBCA” means the Business Corporations Act (British Columbia), as amended;
(i) “Bonanza” means American Bonanza Gold Mining Corp.;
(j) “Bonanza Board” means the Board of Directors of Bonanza;
(k) “Bonanza Business” means the resource exploration business carried on by Bonanza as described in the Bonanza Disclosure Documents;
(l) “Bonanza Disclosure Documents” means
(i) the annual information form of Bonanza for the year ended December 31, 2003,
(ii) the annual report of Bonanza for the year ended December 31, 2003,
(iii) the management information circular of Bonanza dated May 7, 2004,
(iv) the annual audited financial statements of Bonanza for the year ended December 31, 2003,
(v) the unaudited interim consolidated financial statements of Bonanza for the three quarters ended March 31, June 30, and September 30, 2004, respectively;
(vi) the Management Discussion and Analysis of financial results of Bonanza for the periods covered in (i) above and the three quarters ended March 31, June 30, and September 30, 2004, respectively;
(vii) all Material Change Reports filed by Bonanza on SEDAR after December 31, 2003, and
(viii) all press releases filed by Bonanza on SEDAR after December 31, 2003.
(m) “Bonanza Environmental Permits” has the meaning ascribed to it in §3.1(ee);
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(n) “Bonanza Material Contracts” means those subsisting commitments, contracts, instruments, leases and other agreements, oral or written, entered into by Bonanza or any Bonanza Subsidiary, by which it is bound or to which it or its assets are subject which have total payment obligations on the part of Bonanza or any Bonanza Subsidiary which exceed $1,000,000 or are for a term in excess of one year or are otherwise material to the Bonanza Business and are more particularly described in Schedule I;
(o) “Bonanza Meeting” means the extraordinary general meeting of Bonanza Shareholders to be held pursuant to the Interim Order for the purpose of considering, among other things, the Arrangement Resolutions of Bonanza, including any adjournment or adjournments thereof;
(p) “Bonanza Mineral Properties” means those mineral properties, claims and leases in which Bonanza or the Bonanza Subsidiaries have an interest, which are more particularly described in Schedule L;
(q) “Bonanza Options” means the options to acquire Bonanza Shares described in Schedule F, which were issued pursuant to the Bonanza Stock Option Plan;
(r) “Bonanza Shareholder” means a Person who is a registered holder of Bonanza Shares as shown on the share register of Bonanza, and for the purposes of the Bonanza Meeting, is a registered holder as at the record date therefor, and for the purposes of the Arrangement, is a registered holder as at the Effective Time;
(s) “Bonanza Shareholders Approval” means the approval by Special Resolution of the Bonanza Shareholders at the Bonanza Meeting adopting the Plan of Arrangement;
(t) “Bonanza Shares” means the Class “A” common voting shares in the capital of Bonanza as constituted on December 21, 2004;
(u) “Bonanza Stock Option Plan” means the stock option plan of Bonanza dated June 11, 2004;
(v) “Bonanza Subsidiaries” means the subsidiaries (as that term is defined in the BCBCA) of Bonanza which are described in Schedule H and “Bonanza Subsidiary” refers to one of them;
(w) “Bonanza Warrants” means the outstanding warrants to purchase Bonanza Shares issued by Bonanza and described in Schedule F;
(x) “Business Day” means a day which is not a Saturday, Sunday or a civic or statutory holiday, within the meaning of the Interpretation Act (British Columbia), in Vancouver, British Columbia;
(y) “Canadian Securities Laws” means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute, the published policies, bulletins and notices of the regulatory authorities
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administering such statutes, and the published rules and policies of the TSX and the TSX-V;
(z) “Casa Xxxxxxx Claims” means 100% of Fairstar’s right, title and interest in and to the Xxxxxx “A”, Xxxxxx “C”, La Peltrié, La Peltrié “B” and Lanouiller claims plus the 1% net smelter return royalty on the Xxxxxxxx claims as more particularly described in Schedule J;
(aa) “Code” means the Internal Revenue Code of 1986 (United States), as amended, modified or supplemented from time to time (or any corresponding provisions of succeeding law);
(bb) “Commissions” means the securities commissions of the provinces of British Columbia, Alberta, Quebec and Ontario;
(cc) “CBCA” means the Canada Business Corporations Act;
(dd) “Company” means any one of Bonanza, Taurus, Fairstar, FairstarSub and Newco, and “Companies” means more than one of them as the context requires;
(ee) “Computershare” means Computershare Trust Company of Canada, registrar and transfer agent for Bonanza and Taurus, and which will be appointed as registrar and transfer agent for Newco;
(ff) “Court” means the Supreme Court of British Columbia;
(gg) “Dissent Rights” means the rights to dissent to the Arrangement described in Article 3 of the Plan of Arrangement;
(hh) “Dissenting Bonanza Shareholder” means a Bonanza Shareholder who has duly exercised a Dissent Right pursuant to Article 3 of the Plan of Arrangement and who is ultimately entitled to be paid the fair value of the Bonanza Shares held by such Bonanza Shareholder;
(ii) “Dissenting Taurus Shareholder” means a Taurus Shareholder who has duly exercised a Dissent Right pursuant to Article 3 of the Plan of Arrangement and who is ultimately entitled to be paid the fair value of the Taurus Shares held by such Taurus Shareholder;
(jj) “Effective Date” means the date on which a certified copy of the Final Order approving either Part A of Section 2.2 of the Plan or both Part A and Part B of Section 2.2 of the Plan is accepted for filing by the Registrar, thereby giving effect to the Plan;
(kk) “Effective Time” means the time when the transactions herein will be deemed to have all completed which shall be 2:01 p.m. (Vancouver time) on the Effective Date;
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(ll) “Environmental Laws” means all Applicable Laws (including the common law), relating to pollution, the protection of the environment or public health and safety;
(mm) “Fairstar” means Fairstar Explorations Inc.;
(nn) “Fairstar Board” means the Board of Directors of Fairstar;
(oo) “Fairstar Disclosure Documents” means:
(i) the management proxy circular of Fairstar dated July 16, 2004,
(ii) the annual audited financial statements of Fairstar for the year ended February 29, 2004,
(iii) the unaudited interim consolidated financial statements of Fairstar for the fiscal quarters ended May 31 and August 31, 2004, respectively,
(iv) Management Discussion and Analysis of Fairstar for the year ended February 29, 2004, and the quarters ended May 31 and August 31, 2004, respectively,
(v) all Material Change Reports filed by Fairstar on SEDAR after February 29, 2004, and
(vi) all press releases filed by Fairstar on SEDAR after February 29, 2004;
(pp) “Fairstar Environmental Permits” has the meaning ascribed to it in §3.3(r);
(qq) “Fairstar Xxxxxxx Contracts” means those subsisting commitments, contracts, instruments, leases and other agreements, oral or written, entered into by Fairstar or by which it is bound, relating directly or indirectly to the Xxxxxxx Project, as disclosed on Schedule J;
(rr) “Fairstar Information Circular” means the Information Circular (including all appendices thereto), notice of meeting and proxy form to be sent by Fairstar to Fairstar Shareholders soliciting, among other things, the Fairstar Shareholders Approval;
(ss) “Fairstar Meeting” means the extraordinary general meeting of Fairstar Shareholders, including any adjournment or adjournments thereof, to be held for the purposes of obtaining, among other things, the Fairstar Shareholders Approval;
(tt) “Fairstar Shareholders Approval” means the approval by Special Resolutions of the Fairstar Shareholders at the Fairstar Meeting of both of:
(i) the transfer of all of Fairstar’s right, title and interest in and to the Xxxxxxx Project and Casa Xxxxxxx Claims to FairstarSub and the subsequent transfer of the shares of FairstarSub to Newco for Newco Shares and cash as set out in the Plan of Arrangement; and
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(ii) the subsequent distribution by redemption, dividend or otherwise of the Newco Shares to the Fairstar Shareholders pursuant to a separate arrangement under the CBCA or otherwise;
(uu) “Fairstar Shareholders” means holders of common shares of Fairstar;
(vv) “FairstarSub” means 0710882 B.C. Ltd. which is wholly owned by Fairstar and will be vested with 100% of Fairstar’s right, title and interest in the Xxxxxxx Project and Casa Xxxxxxx Claims immediately prior to the Effective Time;
(ww) “FairstarSub Shares” means all issued and outstanding shares of FairstarSub, which are held by the sole shareholder, Fairstar, immediately prior to completion of the Arrangement;
(xx) “Xxxxxxx Litigation” means Quebec Supreme Court Action No. 000-00-000000-000 between Fairstar and Taurus, as more particularly described in Schedule K;
(yy) “Xxxxxxx Project” means the Xxxxxxx gold project in Quebec held jointly by Taurus as to a 62% interest and Fairstar as to a 38% interest, as more particularly described in Schedule J;
(zz) “Final Order” means the final order of the Court approving the Plan of Arrangement;
(aaa) “Foreign Private Issuer” means a “foreign private issuer” as defined in Rule 405 under the 1933 Act and Rule 3b-4 under the 1934 Act;
(bbb) “Governmental Entity” means any
(i) federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency, domestic or foreign,
(ii) any subdivision, agent, commission, board or authority of any of the foregoing, or
(iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;
(ccc) “Hazardous Substance” means any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good that in relevant form or concentration is regulated by any Environmental Law;
(ddd) “Interim Order” means the interim order of the Court providing for, among other things, the calling and holding of the Bonanza Meeting and the Taurus Meeting, as such order may be amended, supplemented or varied by the Court;
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(eee) “Joint Information Circular” means the joint management information circular (including all appendices thereto) of Bonanza and Taurus, to be sent with the requisite notices of meeting and proxy forms by Bonanza for the Bonanza Meeting and by Taurus for the Taurus Meeting;
(fff) “Material Adverse Change”, when used in connection with any Person, means any change, effect, event or occurrence that is, or would reasonably be expected to be, material and adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), tax attributes, business, operations or results of operations or prospects of such Person and its subsidiaries taken as a whole; provided, however, that no Material Adverse Change shall be deemed to have occurred solely as a result of any change in the trading price of Taurus Shares or Bonanza Shares, respectively, that is unrelated to any change, effect, event or occurrence materially adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations or prospects of such Person and its subsidiaries taken as a whole;
(ggg) “Material Fact” has the meaning ascribed to it in the Securities Act (British Columbia) R.S.B.C. 1996, c. 418, as amended;
(hhh) “Misrepresentation” means
(i) an untrue statement of a Material Fact, or
(ii) an omission to state a Material Fact that is
(A) required to be stated, or
(B) necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made;
(iii) “Newco” means 0710887 B.C. Ltd., a British Columbia corporation which is and will be, immediately prior to the Effective Time, wholly owned by Bonanza;
(jjj) “Newco Board” means the Board of Directors of Newco;
(kkk) “Newco Options” means options to purchase Newco Shares which are to be issued in exchange for Bonanza Options and Taurus Options in accordance with the Plan of Arrangement;
(lll) “Newco Shares” means common shares in the capital of Newco;
(mmm) “Newco Warrants” means warrants to purchase Newco Shares which are to be issued in exchange for Bonanza Warrants and Taurus Warrants in accordance with the Plan of Arrangement;
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(nnn) “Non-Disclosure Agreement” means that agreement dated July 26, 2004 between Bonanza and Taurus;
(ooo) “Person” means any individual, corporation, firm, partnership (including, without limitation, a limited partnership), sole proprietorship, syndicate, joint venture, trustee, trust, any unincorporated organization or association, any government or instrumentality thereof and any tribunal; and pronouns have a similar extended meaning;
(ppp) “Plan” or “Plan of Arrangement” means the plan of arrangement attached as Schedule A to this Agreement, and any amendment or variation thereto which is permitted by the Plan of Arrangement and by this Agreement;
(qqq) “Registrar” means the Registrar of Companies appointed pursuant to the BCBCA;
(rrr) “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating into or through the environment or any facility, building or structure;
(sss) “Xxxx-Xxxxxx 2000 Inc. Litigation” means the action brought by Xxxx-Xxxxxx 2000 Inc. against Taurus in the Quebec Supreme Court, as more particularly described in Schedule K;
(ttt) “SEDAR” means the Canadian computer system for the transmission, receipt, acceptance, review and dissemination of securities filings made by Canadian public companies described in National Instrument 13-101 and available for public view at xxx.xxxxx.xxx;
(uuu) “Shareholders Approvals” means, collectively, the Bonanza Shareholders Approval, the Fairstar Shareholders Approval and the Taurus Shareholders Approval;
(vvv) “Special Resolution” has the meaning set out in the BCBCA for Bonanza and Taurus, and has the meaning set out in the CBCA for Fairstar;
(www) “Specified Taurus Event” means the occurrence of a Material Adverse Change with respect to Taurus (on a consolidated basis) or a breach by Taurus of its obligations hereunder, if by reason thereof, after giving effect to §5.8, Bonanza would be entitled to rely on the failure of a condition set forth in §5.4(a), §5.4(b) or §5.4(c) as a reason not to complete the Arrangement;
(xxx) “Specified Bonanza Event” means the occurrence of a Material Adverse Change with respect to Bonanza (on a consolidated basis) or a breach by Bonanza of its obligations hereunder, if by reason thereof, after giving effect to §5.8, Taurus would be entitled to rely on the failure of a condition set forth in §5.2(a), §5.2(b) or §5.2(c) as a reason not to complete the Arrangement;
(yyy) “Superior Proposal” means a bona fide unsolicited Acquisition Proposal received after the date of execution hereof that: (A) is not conditional on obtaining
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financing, (B) in respect of which the Board of Directors of a Company have determined in good faith, after consultation with, and receiving advice (which may include a written opinion) from, as appropriate, its financial, legal and other advisors that such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction which, in the case of an Acquisition Proposal, has a value per common share of at least 110% of the closing trade price of the Company’s common shares as of the time such Acquisition Proposal is accepted (except that for Fairstar the value will be 110% of the value of Fairstar’s interests in the Xxxxxxx Project and Casa Xxxxxxx Claims as measured by the consideration to be paid herein for FairstarSub);
(zzz) “Taurus” means International Taurus Resources Inc., a company governed by the BCBCA;
(aaaa) “Taurus Board” means the Board of Directors of Taurus;
(bbbb) “Taurus Business” means the business carried on by Taurus as described in the Taurus Disclosure Documents;
(cccc) “Taurus Disclosure Documents” means
(i) the management information circular of Taurus dated August 10, 2004 as filed on SEDAR,
(ii) the annual audited financial statements of Taurus for the year ended Xxxxx 00, 0000,
(xxx) unaudited interim consolidated financial statements of Taurus for the two quarters ended June 30 and September 30, 2004, respectively,
(iv) the Management Discussion and Analysis of financial results of Taurus for the year ended March 31, 2004 and for the two quarters ended June 30 and September 30, 2004, respectively,
(v) offering memorandum of Taurus dated May 31, 2004,
(vi) all material change reports filed by Taurus on SEDAR after March 31, 2004, and
(vii) all press releases filed by Taurus on SEDAR after March 31, 2004;
(dddd) “Taurus Environmental Permits” has the meaning ascribed to it in §3.2(gg);
(eeee) “Taurus Material Contracts” means those subsisting commitments, contracts, instruments, leases and other agreements, oral or written, entered into by Taurus or any Taurus Subsidiary, by which it is bound or to which it or its assets are subject which have total payment obligations on the part of Taurus or any Taurus Subsidiary which exceed $500,000 or are for a term in excess of one year or are otherwise material and are more particularly described in Schedule G;
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(ffff) “Taurus Meeting” means the extraordinary general meeting of Taurus Shareholders to be held pursuant to the Interim Order for the purpose of considering, among other things, the Arrangement Resolutions of Taurus, including any adjournment or adjournments thereof;
(gggg) “Taurus Mineral Properties” means those mineral properties, claims and leases in which Taurus or the Taurus Subsidiaries have an interest, which are more particularly described in Schedule M;
(hhhh) “Taurus Options” mean the options to acquire Taurus Shares listed in Schedule B, which were issued pursuant to the Taurus Stock Option Plan;
(iiii) “Taurus Shares” means the common shares in the capital of Taurus as constituted on December 21, 2004;
(jjjj) “Taurus Shareholder” means a Person who is a registered holder of Taurus Shares as shown on the register of members of Taurus;
(kkkk) “Taurus Shareholders Approval” means the approval by Special Resolution of the Taurus Shareholders at the Taurus Meeting adopting the Plan of Arrangement;
(llll) “Taurus Stock Option Plan” means the stock option plan of Taurus dated July 25, 2002;
(mmmm) “Taurus Subsidiaries” means the subsidiaries (as that term is defined in the BCBCA) of Taurus which are described in Schedule D and “Taurus Subsidiary” refers to one of them;
(nnnn) “Taurus Warrants” mean the outstanding warrants to purchase Taurus Shares issued by Taurus and described in Schedule B;
(oooo) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;
(pppp) “Taxes” means, in respect of a Company, (i) all Canadian federal, United States federal, state, provincial, local, foreign and other taxes, duties or similar charges of any kind whatsoever and any amount assessed, levied, charged or otherwise imposed by any Governmental Entity, including, without limitation, all corporate franchise, income, sales, use, ad valorem, receipts, value added, profit, license, withholding, payroll, employment, excise, goods and services, property, net worth, capital gains, transfer, stamp, documentary, social security, social service, environmental, alternative minimum, occupation, recapture and other taxes, and including any interest, penalties and additions imposed with respect to such amounts, (ii) liability for the payment of, or otherwise in respect of, any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group, (iii) liability for the payment of, or otherwise in respect of, any amounts as a result of an express or implied obligation to indemnify any other person with respect to the payment of any amounts of
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the types described in clause (i) or (ii), and (iv) any assessments or reassessments in respect of any of the foregoing;
(qqqq) “Termination Date” means March 31, 2005 or such other date as the Companies may otherwise agree;
(rrrr) “Termination Fee” has the meaning ascribed to it in §6.7;
(ssss) “Treasury Regulation” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended, modified or supplemented from time to time (or any corresponding provisions of succeeding regulations);
(tttt) “TSX” means the Toronto Stock Exchange;
(uuuu) “TSX-V” means the TSX Venture Exchange;
(vvvv) “United States Securities Laws” means the 1933 Act, the 1934 Act, as amended, the Xxxxxxxx-Xxxxx Act of 2002, and any other U.S. federal or state securities laws (including those specified in Section 3(a)(47) of the 0000 Xxx) as well as any rules or regulations promulgated under any of the foregoing;
(wwww) “1933 Act” means the Securities Act of 1933 (United States), as amended; and
(xxxx) “1934 Act” means the Securities Exchange Act of 1934 (United States), as amended;
and words and phrases used but not defined herein that are defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.
Gender, etc.
1.2 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
Headings and References to Part, etc.
1.3 The division of this Agreement into Parts, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Reference to a Part is the part of this Agreement so referenced and § followed by a number or some combination of numbers and letter refers to the section, subsection, paragraph, subparagraph, clause or subclause of this Agreement so designated. The word “including”, when following a general statement or term, is not to be construed as limiting the general statement or term to any specific item or matter set forth or to similar items or matters, but rather as permitting the general statement or term to refer also to all other items or matters that could reasonably fall within its broadest possible scope.
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Date of Any Action
1.4 If the date on which any action is required to be taken hereunder by any party hereto is not a Business Day in the place where the action is required to be taken, that action will be required to be taken on the next succeeding day which is a Business Day in that place.
Currency
1.5 Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada.
References to Statutes
1.6 A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and every statute or regulation that supplements or supersedes such statute or regulations.
References to Persons
1.7 A reference to a Person includes any successor to that Person.
Approval
1.8 A reference to “approval”, “authorization” or “consent” means written approval, authorization or consent.
Accounting Matters
1.9 Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributed thereto under Canadian generally accepted accounting principles and all determinations of an accounting nature required to be made shall be made in a manner consistent with Canadian generally accepted accounting principles and past practice.
Knowledge
1.10 Each reference herein to the knowledge of a party means, unless otherwise specified, the existing knowledge of such party without inquiry.
Schedules
1.11 The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be part hereof:
Schedule A – Plan of Arrangement Under Sections 288 et seq. of the BCBCA
Schedule B – Taurus Options and Warrants
Schedule C – Disclosure Exceptions of Taurus
Schedule D – Taurus Subsidiaries
Schedule E – Disclosure Exceptions of Bonanza
Schedule F – Bonanza Options and Warrants
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Schedule G – Taurus Material Contracts
Schedule H – Bonanza Subsidiaries
Schedule I – Bonanza Material Contracts
Schedule J – Xxxxxxx Project, Casa Xxxxxxx Claims, Related Assets and
Fairstar Xxxxxxx Contracts
Schedule K – Xxxxxxx Litigation and other Litigation affecting the Companies,
if any
Schedule L – Bonanza Mineral Properties and Related Assets
Schedule M – Taurus Mineral Properties and Related Assets
ARTICLE 2
THE ARRANGEMENT
Effective Date of Arrangement
2.1 The Companies agree to effect the Arrangement pursuant to the terms and conditions set out in this Agreement and the Plan of Arrangement.
2.2 The Arrangement shall become effective at the Effective Time on the Effective Date. Acceptance for filing by the Registrar of a certified copy of the Final Order is deemed determinative that the Arrangement has become effective.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Representations and Warranties of Bonanza
3.1 Bonanza hereby represents and warrants to the other parties hereto as follows and acknowledges that the other parties hereto are relying upon these representations and warranties in connection with the transactions contemplated herein:
(a) Organization of Bonanza. Each of Bonanza and each Bonanza Subsidiary is a company duly organized, validly existing and in good standing with respect to all filings required under Applicable Laws to maintain its corporate existence, has the corporate power to own or lease its property and assets and to carry on its business as now conducted by it, and Bonanza has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.
(b) Enforceability. This Agreement has been duly executed and delivered by Bonanza and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(c) Capitalization. The authorized capital of Bonanza consists of 500,000,000 shares divided into 400,000,000 Class “A” common voting shares without par value and
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100,000,000 Class “B” preferred shares without par value, of which 3,000,000 Class “B” preferred shares are designated as Series “A” preferred shares, of which as of December 21, 188,284,350 Class “A” common voting shares are issued and outstanding and no Class “B” preferred shares are issued or outstanding.
(d) Options to Purchase Shares. Except as disclosed in Schedule F, and as of the date hereof, no Person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature), for the purchase or issue of or conversion into any of the unissued Bonanza Shares or any unissued securities of Bonanza or a Bonanza Subsidiary and, as of the date hereof, Schedule F accurately sets out the holders, exercise price and average remaining term of all those options and warrants and such other convertible securities or obligations of Bonanza and each Bonanza Subsidiary which are outstanding. Subject to the acceptance of the TSX-V, Bonanza reserves the right to reprice the exercise price of certain options as described on Schedule F.
(e) Listing. The Bonanza Shares are listed, posted and called for trading on the TSX-V and are not listed or quoted on any other stock exchange or trading system, although such shares may also be quoted from time to time on the United States over-the-counter dealer quotation system known as the Pink Sheets.
(f) Disclosure Filings. Bonanza is a reporting issuer in British Columbia, Alberta, Ontario and the United States, has not been the subject of a cease trade order or investigation under the Applicable Securities Laws, has not been the subject of any investigation by the TSX-V or any Governmental Entity, is current with all filings required to be made under the Applicable Securities Laws, other than under the 1934 Act as set out in Schedule E, and is not aware of any deficiencies in the filing of any such documents or reports.
(g) Bonanza Disclosure Documents. All of the information and statements contained in the Bonanza Disclosure Documents at the respective dates of such information and statements
(i) are true and correct,
(ii) contain no Misrepresentation,
(iii) constitute full, true and plain disclosure of all Material Facts relating to Bonanza, its securities and the Bonanza Subsidiaries, and
(iv) comply, in all material respects, with the Applicable Securities Laws.
(h) Absence of Certain Changes or Events. Except as publicly disclosed by Bonanza, since December 31, 2003 through the date hereof, Bonanza and each Bonanza Subsidiary has conducted its business only in the ordinary and regular course of business consistent with past practice and there has not occurred
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(i) a Material Adverse Change with respect to Bonanza or any Bonanza Subsidiary,
(ii) any redemption, repurchase or other acquisition of Bonanza Shares by Bonanza or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Bonanza Shares or any securities of Bonanza,
(iii) any material increase in or modification of the compensation payable or to become payable by it to any of its directors or officers, or any grant to any such director or officer of any increase in severance or termination pay,
iv) any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its directors or officers,
(v) any acquisition or sale of its property or assets aggregating 10% or more of Bonanza’s total consolidated property and assets as at December 31, 2003 other than in the ordinary and regular course of business consistent with past practice,
(vi) any entering into, amendment of, relinquishment, termination or non-renewal of any material contract, agreement, license, franchise, environmental permit, lease transaction, commitment or other right or obligation, other than in the ordinary and regular course of business consistent with past practice,
(vii) any resolution to approve a split, combination or reclassification of any of its securities,
(viii) any agreement or arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement materially untrue or incorrect as of the date when made, or
(ix) any change in its accounting methods, principles or practices.
(i) Financial Statements. The financial statements of Bonanza forming part of the Bonanza Disclosure Documents have been prepared in accordance with Canadian generally accepted accounting principles, and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Bonanza and the Bonanza Subsidiaries on a consolidated basis as at the date thereof and the earnings of Bonanza and the Bonanza Subsidiaries during the periods covered by such financial statements.
(j) No Conflict or Violation. Subject to receipt of the approvals set out in §3.1(cc), the execution and delivery of this Agreement and the consummation of the Arrangement do not and will not
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(i) result in the breach or violate any term or provision of the constating documents of Bonanza or any Bonanza Subsidiary, or
(ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Bonanza or any Bonanza Subsidiary is a party or by which it is bound or to which any property of Bonanza or any Bonanza Subsidiary is subject or results in the creation of any lien, charge or encumbrance upon any of the assets of Bonanza or any Bonanza Subsidiary under any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority, or
(iii) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Bonanza or a Bonanza Subsidiary,
that would be a Material Adverse Change with respect to Bonanza or any Bonanza Subsidiary.
(k) No Change of Control. Except as may be disclosed in Schedule E, in particular, without limiting the generality of the foregoing, there are no “change of control” clauses in any agreements to which Bonanza or the Bonanza Subsidiaries are a party.
(l) Agreement of Guarantee, Indemnification. Bonanza and the Bonanza Subsidiaries are not a party to or bound by any agreement of guarantee, indemnification, Tax sharing, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person except as may be disclosed in the Bonanza Disclosure Documents or Schedule E.
(m) No Contracts or Commitments. There are no agreements, covenants, undertakings or other commitments of Bonanza or any Bonanza Subsidiary, including partnerships or joint ventures of which any of them is a partner or member, under which the consummation of the Arrangement would
(i) have the effect of imposing restrictions or obligations on Bonanza or a Bonanza Subsidiary materially greater than those imposed upon Bonanza or the Bonanza Subsidiary or any such partnership or joint venture at the date hereof,
(ii) give a third party a right to terminate any material agreement to which Bonanza or a Bonanza Subsidiary or any such partnership or joint venture is a party or to purchase any of their respective assets,
(iii) impose material restrictions on the ability of Bonanza or a Bonanza Subsidiary to carry on any business which it might choose to carry on within any geographical area, to acquire property or dispose of its property and assets in their entirety or to change its corporate status, or
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(iv) impose material restrictions on the ability of Bonanza or a Bonanza Subsidiary to pay dividends or make distributions to its shareholders or to borrow money and to mortgage and pledge its property as security therefor.
(n) No Brokers. Bonanza has not agreed to pay, nor has any Bonanza Subsidiary agreed to pay, any brokerage fees, finder’s fees, financial advisory fees, agent’s commissions or other similar forms of compensation in connection with this Agreement, the Arrangement, Fairstar or Taurus.
(o) Compliance with Laws. Except as disclosed in the Bonanza Disclosure Documents or in Schedule E, Bonanza and each Bonanza Subsidiary has complied with and is not in violation of, any Applicable Laws, orders, judgments and decrees other than non-compliance or violations which would not, individually or in the aggregate, be a Material Adverse Change with respect to Bonanza. Without limiting the generality of the foregoing, all securities of Bonanza (including all options, rights or other convertible or exchangeable securities) have been issued in compliance in all material respects with all Applicable Securities Laws and all securities to be issued upon exercise of any such options, rights and other convertible or exchangeable securities will be issued in compliance with all Applicable Securities Laws.
(p) Litigation. There are no actions, suits, proceedings or investigations commenced or threatened, or to the knowledge of Bonanza contemplated, against or affecting Bonanza or any Bonanza Subsidiary or before or by any Person or before any arbitrator of any kind which would prevent or hinder the consummation of the Arrangement or which involve the possibility of any judgment or liability which could be expected to result in a Material Adverse Change with respect to Bonanza, except as may be disclosed in Schedule E.
(q) No Insolvency. None of Bonanza or any Bonanza Subsidiary is an insolvent Person within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws and will not become an insolvent Person as a result of the transactions contemplated by this Agreement. No act or proceeding has been taken by or against Bonanza or a Bonanza Subsidiary in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Bonanza or any Bonanza Subsidiary or the appointment of a trustee, receiver, manager or other administrator of Bonanza or a Bonanza Subsidiary or any of its assets.
(r) Subsidiaries. All of the outstanding shares of the Bonanza Subsidiaries are validly issued, fully paid and non-assessable and all such shares are owned directly or indirectly by Bonanza, free and clear of all liens, claims or encumbrances, except as may be set forth in Schedule E, and except as aforesaid there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares in any of the Bonanza Subsidiaries. Bonanza has disclosed in Schedule H the names and jurisdictions of incorporation of each of the Bonanza Subsidiaries. Bonanza has no subsidiaries other than the Bonanza Subsidiaries and does not at present own shares in, and is not a party to any agreement of any nature to acquire any shares in, any other corporation or entity and is not a party to any agreement
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to acquire or lease any other business operations, except as described in the Bonanza Disclosure Documents or Schedule E.
(s) Books and Records. Except as disclosed in Schedule E, the corporate records and minute books of Bonanza and each Bonanza Subsidiary as required to be maintained by them under the laws of their jurisdictions of incorporation are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing.
(t) Title. Bonanza and each Bonanza Subsidiary own good and marketable title to their property and assets free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising which would be a Material Adverse Change with respect to the property or assets of Bonanza, except as disclosed in the Bonanza Disclosure Documents and Schedule E hereto.
(u) Bonanza Mineral Properties. With respect to the Bonanza Mineral Properties:
(i) the Bonanza Mineral Properties are accurately described in Schedule L;
(ii) the mineral claims, properties and leases comprising the Bonanza Mineral Properties have, to the best of the information and belief of Bonanza, been properly located and recorded in compliance with Applicable Laws and are valid and subsisting mineral claims and leases as at the date of this Agreement;
(iii) each of the Bonanza Mineral Properties is in good standing under Applicable Laws, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;
(iv) the Bonanza Mineral Properties are free and clear of any encumbrances, liens or charges and neither Bonanza nor, to the best of Bonanza’s knowledge, any of the predecessors in interest or title, have done anything whereby the Bonanza Mineral Properties may be encumbered, other than as disclosed in the Bonanza Disclosure Documents; and
(v) there are no disputes over the title to any of the Bonanza Mineral Properties, and no other party has any interest in the Bonanza Mineral Properties or the production therefrom or any right to acquire any such interest, other than as disclosed Schedule E.
(v) Condition of Assets. All real and tangible personal property of Bonanza and the Bonanza Subsidiaries listed on Schedule L, if any, is in generally good repair and is operational and useable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement;
(w) Tax Matters. Except as disclosed in Schedule E, Bonanza and each Bonanza Subsidiary has duly filed on a timely basis all Tax Returns required to be filed by it with
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the appropriate Governmental Entity (and all such Tax Returns are complete and correct and have been prepared in compliance with all applicable laws and regulations), and has paid all Taxes (whether or not such Taxes are shown or required to be shown on a Tax Return so filed), including all instalments on account of Taxes for the current year, which are due and payable on or before the date hereof; adequate provision has been made for all such amounts payable for the current period for which Tax Returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Return by, or payment of any Tax, governmental charge or deficiency by or against Bonanza and each Bonanza Subsidiary; to the best knowledge of Bonanza there are no actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against Bonanza or any Bonanza Subsidiary in respect of Taxes or grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of Arrangement will not, at any time before or after the Effective Time, result in Bonanza, or any Bonanza Subsidiary, having a material liability or material contingent or future liability for any amount or to any Person including, without limitation, any material liability or material contingent or future liability in respect of any Taxes or otherwise.
(x) Withholding. Bonanza and each Bonanza Subsidiary has withheld from each payment made to all of its current and former officers, directors and employees, and from each other payment of any nature made to any Person, the amount of all Taxes including, but not limited to, income tax and other deductions required to be withheld therefrom and has paid the same to the proper tax and other receiving officers within the time required under any Applicable Laws.
(y) Material Contracts. Except for the Bonanza Material Contracts listed and described in Schedule I, Bonanza and each Bonanza Subsidiary is not party to or bound by any Bonanza Material Contract, whether oral or written, and the contracts and agreements listed in Schedule I are valid and subsisting, in full force and effect and unamended, no material default exists in respect thereof on the part of Bonanza or any such Bonanza Subsidiary or, to the best of the knowledge of Bonanza, on the part of any of the other parties thereto, Bonanza is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any such contracts or agreements, and Schedule I lists all the present outstanding Bonanza Material Contracts entered into by Bonanza and each Bonanza Subsidiary in the course of carrying on the Bonanza Business or otherwise.
(z) True, Complete and Correct Copies. True, correct and complete copies of all Bonanza Material Contracts listed in Schedule I have been delivered to Taurus.
(aa) Bonanza Board. The Bonanza Board has, subject to §5.4(d),
(i) determined unanimously that the Arrangement is fair to the holders of the Bonanza Shares and is in the best interests of Bonanza, and
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(ii) determined unanimously to recommend that the holders of the Bonanza Shares vote in favour of the Arrangement.
(bb) No Rights Plan. Bonanza is not subject to a shareholder rights plan or “poison pill” or similar plan.
(cc) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Bonanza or any Bonanza Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Bonanza of the transactions contemplated hereby other than
(i) its transition under the BCBCA and any approvals required by the Interim Order;
(ii) approval of the TSX-V and the AMF;
(iii) approval of the Arrangement by Bonanza Shareholders at the Bonanza Meeting in accordance with §7.1(b);
(iv) the Final Order;
(v) any filings required under United States “blue sky” laws;
(vi) consents of contractual parties pursuant to any agreements with Bonanza or any Bonanza Subsidiaries that have “change of control” provisions; and
(vii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, be a Material Adverse Change with respect to Bonanza.
(dd) Employment Matters. Except as set forth in Schedule E
(i) neither Bonanza nor any Bonanza Subsidiary is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any of its directors or officers,
(ii) neither Bonanza nor any Bonanza Subsidiary is a party to any collective bargaining agreement nor subject to any application for certification or, to the knowledge of Bonanza, threatened or apparent union-organizing campaigns for employees nor are there any current, pending or, to the knowledge of Bonanza, threatened strikes or lockouts at Bonanza or any Bonanza Subsidiary,
(iii) neither Bonanza nor any Bonanza Subsidiary is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Bonanza, threatened, or any litigation, actual or, to the knowledge
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of Bonanza, threatened, relating to employment or termination of employment of employees or independent contractors, and
(iv) Bonanza and all Bonanza Subsidiaries have operated in accordance with all Applicable Laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the knowledge of Bonanza, threatened proceedings before any board or tribunal with respect to any of the above areas.
(ee) Environmental. Except for any matters that, individually or in the aggregate, would not be a Material Adverse Change with respect to Bonanza:
(i) all facilities and operations of Bonanza and the Bonanza Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws,
(ii) Bonanza and the Bonanza Subsidiaries are in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate their properties and to conduct their respective businesses as they are now being conducted or as proposed to be conducted (collectively the “Bonanza Environmental Permits”), and
(iii) except as set forth in Schedule E, neither Bonanza nor any Bonanza Subsidiary is aware of, or is subject to:
(A) any Environmental Laws which require or may require any significant work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures, for facility upgrades, environmental investigation or remediation;
(B) any written demand, notice or request for information with respect to the breach of or liability under any Environmental Laws applicable to Bonanza or any Bonanza Subsidiary, respecting
(I) the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances, or
(II) the presence, Release or discharge of Hazardous Substances; or
(C) any actual or proposed changes in the status, terms or conditions of any Bonanza Environmental Permits or any renewal, modification, revocation, reissuance, alteration, transfer or amendment of such Bonanza Environmental Permits, or any review by, or approval of, any Governmental Entity of such Bonanza Environmental Permits that are
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required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of business of Bonanza or any Bonanza Subsidiaries following such consummation.
(ff) Insurance. Bonanza and each Bonanza Subsidiary has policies of insurance in force as of the date hereof naming Bonanza or the Bonanza Subsidiary, as the case may be, as an insured which, having regard to the nature of such risk and the relative cost of obtaining insurance, Bonanza believes are reasonable.
(gg) Licences. Except as disclosed in Schedule E, Bonanza and each Bonanza Subsidiary owns, possesses, or has obtained and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Entity necessary to conduct its business as now conducted or as proposed to be conducted except for such failure that would individually or in the aggregate not constitute a Material Adverse Change with respect to Bonanza.
(hh) Taurus Shares. Other than as contemplated herein or in any support agreements procured by Bonanza in connection with the Arrangement, Bonanza does not and will not immediately before the Effective Time beneficially own, directly or indirectly, or exercise control or direction over any Taurus Shares.
(ii) No Registration Rights. No holder of securities issued by Bonanza or any Bonanza Subsidiary has any right to compel Bonanza or any Bonanza Subsidiary, as the case may be, to register or otherwise qualify such securities for public sale in Canada or the United States.
(jj) Schedules. The information in Schedule E, Schedule F, Schedule H, Schedule I and Schedule L is true and correct and contains no Misrepresentation.
(kk) Newco. Bonanza hereby guarantees to Taurus and Fairstar the accuracy in all material respects of the representations of Newco made by it in §3.4.
(ll) Foreign Private Issuer. Bonanza is, and at all times since filing its initial registration statement on Form 20-F under the 1934 Act has been, a Foreign Private Issuer.
(mm) No Personal Loans. Bonanza has not directly or indirectly extended or maintained credit, or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of Bonanza in violation of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.
(nn) Newco. Bonanza represents to Taurus and Fairstar that the representations of Newco made by it in §3.4 are true and complete.
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Representations and Warranties of Taurus
3.2 Taurus hereby represents and warrants to the other parties hereto as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the transactions contemplated herein:
(a) Organization of Taurus. Each of Taurus and each Taurus Subsidiary is a company duly organized, validly existing and in good standing with respect to all filings required under Applicable Laws to maintain its corporate existence, has the corporate power to own or lease its property and assets and to carry on its business as now conducted by it and Taurus has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.
(b) Enforceability. This Agreement has been duly executed and delivered by Taurus and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(c) Capitalization. The authorized capital of Taurus consists of 500,000,000 common shares without par value, as of the date of this Agreement, there are 103,799,192 common shares issued and outstanding as fully paid and non-assessable common shares. All issued and outstanding shares of the Taurus Subsidiaries are legally and beneficially held by Taurus.
(d) Options to Purchase Shares. Except as described in Schedule B, no Person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued shares of Taurus or the Taurus Subsidiaries or any unissued securities of Taurus or the Taurus Subsidiaries. Schedule B accurately sets out the holders, exercise prices, expiry dates and exchange terms of all those options, warrants and other convertible securities which are outstanding. Subject to the acceptance of the TSX-V, Taurus reserves the right to extend the expiry date of certain warrants as described in Schedule B.
(e) Listing. The Taurus Shares are listed, posted and called for trading on the TSX-V and are not listed or quoted on any other stock exchange or trading system, although such shares may also be quoted from time to time on the United States over-the-counter dealer quotation system known as the Pink Sheets.
(f) Disclosure Filings. Taurus is a reporting issuer in British Columbia, Alberta and Québec and has not been the subject of a cease trade order or investigation under Applicable Securities Laws, has not been the subject of any investigation by the TSX-V or any Governmental Entity, is current with all filings required to be made under Applicable Securities Laws and is not aware of any deficiencies in the filing of any such documents or reports except as disclosed in the Taurus Disclosure Documents or in Schedule C.
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(g) Taurus Disclosure Documents. All of the information and statements contained in the Taurus Disclosure Documents at the respective dates of such information and statements
(i) are true and correct,
(ii) contain no Misrepresentation,
(iii) constitute full, true and plain disclosure of all Material Facts relating to Taurus, its securities and the Taurus Subsidiaries, and
(iv) comply, in all material respects, with the Applicable Securities Laws.
(h) Absence of Certain Changes or Events. Except as publicly disclosed by Taurus, since March 31, 2004 through the date hereof Taurus and each Taurus Subsidiary has conducted its business only in the ordinary and regular course of business consistent with past practice and there has not occurred
(i) a Material Adverse Change with respect to Taurus or any Taurus Subsidiary,
(ii) any redemption, repurchase or other acquisition of Taurus Shares by Taurus, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Taurus Shares, Taurus US Subsidiary Shares or any securities of Taurus or any Taurus Subsidiary,
(iii) any material increase in or modification of the compensation payable or to become payable by it to any of its directors or officers, or any grant to any such director or officer of any increase in severance or termination pay,
(iv) any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its directors or officers,
(v) any acquisition or sale of its property or assets aggregating 10% or more of Taurus’s total consolidated property and assets as at December 31, 2003 other than in the ordinary and regular course of business consistent with past practice,
(vi) any entering into, amendment of, relinquishment, termination or non-renewal of any material contract, agreement, license, franchise, environmental permit, lease transaction, commitment or other right or obligation, other than in the ordinary and regular course of business consistent with past practice,
(vii) any resolution to approve a split, combination or reclassification of any of its securities,
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(viii) any agreement or arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement materially untrue or incorrect as of the date when made, or
(ix) any change in its accounting methods, principles or practices.
(i) Foreign Private Issuer. Taurus is a Foreign Private Issuer.
(j) No Personal Loans. Taurus has not directly or indirectly extended or maintained credit, or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of Taurus in violation of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.
(k) Financial Statements. The financial statements of Taurus forming part of the Taurus Disclosure Documents have been prepared in accordance with Canadian generally accepted accounting principles, unless otherwise indicated and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Taurus and the Taurus Subsidiaries on a consolidated basis as at the date thereof and the earnings of Taurus and the Taurus Subsidiaries during the periods covered by such financial statements.
(l) No Conflict or Violation. Subject to receipt of the approvals set out in §3.2(ee), the execution and delivery of this Agreement and the consummation of the Arrangement does not and will not
(i) result in the breach or violate any term or provision of the constating documents of Taurus or any Taurus Subsidiary,
(ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Taurus or any Taurus Subsidiary is a party or by which it is bound or to which any property of Taurus or any Taurus Subsidiary is subject (including, without limitation, the Taurus Material Contracts, or result in the creation of any lien, charge or encumbrance upon any of the assets of Taurus or any Taurus Subsidiary under any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority, or
(iii) violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Taurus or any Taurus Subsidiary
that would be a Material Adverse Change with respect to Taurus or any Taurus Subsidiary.
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(m) No Change of Control. Except as may be disclosed in Schedule C, there are no “change of control” clauses in any agreements to which Taurus or the Taurus Subsidiaries are a party.
(n) Agreement of Guarantee, Indemnification. Taurus and the Taurus Subsidiaries are not a party to or bound by any agreement of guarantee, indemnification, Tax sharing, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person except as disclosed in the Taurus Disclosure Documents or in Schedule C.
(o) No Contracts or Commitments. There are no agreements, covenants, undertakings or other commitments of Taurus or a Taurus Subsidiary, including partnerships or joint ventures of which any of them is a partner or member, under which the consummation of the Arrangement would
(i) have the effect of imposing restrictions or obligations on Taurus or a Taurus Subsidiary materially greater than those imposed upon Taurus or the Taurus Subsidiary or any such partnership or joint venture at the date hereof except as relate to the Xxxxxxx Project and the Xxxxxxx Litigation as herein disclosed,
(ii) give a third party a right to terminate any material agreement to which Taurus or a Taurus Subsidiary or any such partnership or joint venture is a party or to purchase any of their respective assets,
(iii) impose material restrictions on the ability of Taurus or a Taurus Subsidiary to carry on any business which it might choose to carry on within any geographical area, to acquire property or dispose of its property and assets in their entirety or to change its corporate status, or
(iv) impose material restrictions on the ability of Taurus or a Taurus Subsidiary to pay any dividends or make other distributions to its shareholders or to borrow money and to mortgage and pledge its property as security therefor.
(p) No Brokers. Taurus has not agreed to pay, nor has any Taurus Subsidiary agreed to pay, any brokerage fees, finder’s fees, financial advisory fees, agent’s commissions or other similar forms of compensation in connection with this Agreement, the Arrangement, Bonanza or Fairstar.
(q) Compliance with Laws. Except as disclosed in the Taurus Disclosure Documents and in Schedule C, Taurus and each Taurus Subsidiary has complied with and is not in violation of any Applicable Laws, orders, judgments and decrees other than non-compliance or violations which would not, individually or in the aggregate, be a Material Adverse Change with respect to Taurus or any Taurus Subsidiary. Without limiting the generality of the foregoing, all securities of Taurus and each Taurus Subsidiary (including all options, rights or other convertible or exchangeable securities) have been issued in compliance in all material respects with all Applicable Securities Laws and all
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securities to be issued upon exercise of any such options, rights and other convertible or exchangeable securities will be issued in compliance with all Applicable Securities Laws.
(r) Litigation. There are no actions, suits, proceedings or investigations commenced or threatened, or to the knowledge of Taurus contemplated, against or affecting Taurus or any Taurus Subsidiary or before or by any Person or before any arbitrator of any kind which would prevent or hinder the consummation of the Arrangement or which involve the possibility of any judgment or liability which could be expected to result in a Material Adverse Change with respect to Taurus or any Taurus Subsidiary, except as described in Schedule K and Schedule C.
(s) No Insolvency. None of Taurus or any Taurus Subsidiary is an insolvent Person within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws and will not become an insolvent Person as a result of the transactions contemplated by this Agreement. No act or proceeding has been taken by or against Taurus or any Taurus Subsidiary in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Taurus or any Taurus Subsidiary or the appointment of a trustee, receiver, manager or other administrator of Taurus or any Taurus Subsidiary or any of its assets, including, without limiting the generality of the foregoing, Taurus has not sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement Act (Canada), except as disclosed in Schedule C.
(t) Subsidiaries. All of the outstanding shares of the Taurus Subsidiaries are validly issued, fully paid and non-assessable and all such shares are owned directly or indirectly by Taurus, free and clear of all liens, claims or encumbrances, except as set forth in Schedule C, and except as aforesaid there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares in any of the Taurus Subsidiaries. Taurus has disclosed in Schedule D the names and jurisdictions of incorporation of each of the Taurus Subsidiaries. Taurus has no subsidiaries other than the Taurus Subsidiaries and does not at present own shares in, and is not a party to any agreement of any nature to acquire any shares in, any other corporation or entity and is not a party to any agreement to acquire or lease any other business operations, except as described in the Taurus Disclosure Documents or Schedule D.
(u) Books and Records. The corporate records and minute books of Taurus and each Taurus Subsidiary as required to be maintained by it under the laws of its jurisdiction of incorporation are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing.
(v) Title. Taurus and each Taurus Subsidiary owns good and marketable title to its property and assets free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising which would be a Material Adverse Change with respect to the property or assets of it, except as disclosed in Schedule C.
(w) Taurus Mineral Properties. With respect to the Taurus Mineral Properties:
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(i) the Taurus Mineral Properties are accurately described in Schedule M;
(ii) the mining claims, properties and leases comprising the Taurus Mineral Properties have, to the best of the information and belief of Taurus, been properly located and recorded in compliance with applicable law and are valid and subsisting mineral claims and leases as at the date of this Agreement;
(iii) each of the Taurus Mineral Properties is in good standing under Applicable Laws, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;
(iv) the Taurus Mineral Properties are free and clear of any encumbrances, liens or charges and neither Taurus nor, to the best of Taurus’s knowledge, any of the predecessors in interest or title, have done anything whereby the Taurus Mineral Properties may be encumbered, other than as disclosed in the Taurus Disclosure Documents; and
(v) there are no disputes over the title to any of the Taurus Mineral Properties, and no other party has any interest in the Taurus Mineral Properties or the production therefrom or any right to acquire any such interest, other than as disclosed herein.
(x) Condition of Assets. All real and tangible personal property of Taurus listed on Schedule M, if any, and of the Taurus Subsidiaries is in generally good repair and is operational and useable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement;
(y) Tax Matters. Except as disclosed in Schedule C, Taurus and each Taurus Subsidiary has duly filed on a timely basis all Tax Returns required to be filed by it with the appropriate Governmental Entity (and all such Tax Returns are complete and correct and have been prepared in compliance with all applicable laws and regulations), and has paid all Taxes (whether or not such Taxes are shown or required to be shown on a Tax Return so filed), including all instalments on account of Taxes for the current year, which are due and payable on or before the date hereof; adequate provision has been made for all such amounts payable for the current period for which Tax Returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Return by, or payment of any tax, governmental charge or deficiency by or against Taurus and each Taurus Subsidiary; to the best knowledge of Taurus there are no actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against Taurus or any Taurus Subsidiary in respect of Taxes, or grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of Arrangement will not, at any time before or after the Effective Time, result in Taurus or any Taurus Subsidiary having a material liability or material contingent or future liability for any amount or to any Person (other than an obligation to pay fair value to a
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Dissenting Shareholder as contemplated in this Agreement) including, without limitation, any liability or contingent or future liability in respect of any Taxes.
(z) Withholding. Taurus and each Taurus Subsidiary has withheld from each payment made to all of its current and former officers, directors and employees, and from each other payment of any nature made to any Person, the amount of all Taxes including, but not limited to, income tax and other deductions required to be withheld therefrom and have paid the same to the proper tax and other receiving officers within the time required under any Applicable Laws.
(aa) Material Contracts. Except for the Taurus Material Contracts listed in Schedule G, Taurus and each Taurus Subsidiary is not party to or bound by any Taurus Material Contract, whether oral or written, and the contracts and agreements listed in Schedule G are valid and subsisting, in full force and effect and unamended, no material default exists in respect thereof on the part of Taurus or any such Taurus Subsidiary or, to the best of the knowledge of Taurus on the part of any of the other parties thereto. Taurus is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any such contracts or agreements, and Schedule G lists all the present outstanding Taurus Material Contracts entered into by Taurus and each Taurus Subsidiary in the course of carrying on the Taurus Business or otherwise.
(bb) True, Complete and Correct Copies. True, correct and complete copies of all Taurus Material Contracts listed in Schedule G have been delivered to Bonanza.
(cc) Taurus Board. The Taurus Board has, subject to §5.2(d) determined unanimously (by those members of the Taurus Board voting thereon) to approve the Arrangement Agreement and the execution thereof.
(dd) No Rights Plan. Taurus is not subject to a shareholder rights plan or “poison pill” or similar plan.
(ee) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Taurus or the Taurus Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Taurus of the transactions contemplated hereby other than
(i) its transition under the BCBCA and any approvals required by the Interim Order,
(ii) approval of the TSX-V and the AMF;
(iii) approval of the Arrangement by Taurus Shareholders at the Taurus Meeting in accordance with §7.1(b);
(iv) the Final Order,
(v) any filings required under United States “blue sky” laws,
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(vi) consents of contractual parties pursuant to any agreements with Taurus or any Taurus Subsidiaries that have “change of control” provisions; and
(vii) any other consents, approvals, orders, authorizations, environmental permits, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, be a Material Adverse Change with respect to Taurus or Taurus US Subsidiary.
(ff) Employment Matters. Except as set forth in Schedule C
(i) neither Taurus nor any Taurus Subsidiary is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any of its directors or officers,
(ii) neither Taurus nor any Taurus Subsidiary is a party to any collective bargaining agreement nor subject to any application for certification or, to the knowledge of Taurus, threatened or apparent union-organizing campaigns for employees nor are there any current, pending or, to the knowledge of Taurus, threatened strikes or lockouts at Taurus or any Taurus Subsidiary,
(iii) neither Taurus nor any Taurus Subsidiary is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Taurus, threatened, or any litigation, actual or, to the knowledge of Taurus, threatened, relating to employment or termination of employment of employees or independent contractors, and
(iv) Taurus and all Taurus Subsidiaries have operated in accordance with all Applicable Laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the knowledge of Taurus, threatened proceedings before any board or tribunal with respect to any of the above areas.
(gg) Environmental. Except for any matters that, individually or in the aggregate, would not be a Material Adverse Change with respect to Taurus or any Taurus Subsidiary:
(i) all facilities and operations of Taurus and the Taurus Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws,
(ii) each of Taurus and each Taurus Subsidiary is in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate its properties and to conduct its business as it is now being conducted or as proposed to be conducted (collectively the “Taurus Environmental Permits”), and
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(iii) except as set forth in Schedule C, neither Taurus nor any Taurus Subsidiary is aware of, or is subject to:
(A) any Environmental Laws which require or may require any significant work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation or remediation;
(B) any written demand notice or request for information with respect to the breach of or liability under any Environmental Laws applicable to Taurus or any Taurus Subsidiary or any of their respective predecessor entities, divisions or any formerly owned, leased or operated properties or assets of the foregoing, respecting
(I) the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances, or
(II) the presence, Release or discharge of Hazardous Substances; or
(C) any actual or proposed changes in the status, terms or conditions of any Taurus Environmental Permits or any renewal, modification, revocation, reissuance, alteration, transfer or amendment of such Taurus Environmental Permits, or any review by, or approval of, any Governmental Entity of such Taurus Environmental Permits that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby or the continuation of business of Taurus or any Taurus Subsidiaries following such consummation.
(hh) Insurance. Taurus and each Taurus Subsidiary has policies of insurance in force as of the date hereof naming Taurus or the Taurus Subsidiary, as the case may be, as an insured which, having regard to the nature of such risk and the relative cost of obtaining insurance, Taurus believes are reasonable.
(ii) Licences. Taurus and each Taurus Subsidiary owns, possesses, or has obtained and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Entity necessary to conduct its business as now conducted or as proposed to be conducted except for such failure that would individually or in the aggregate not constitute a Material Adverse Change with respect to Taurus or Taurus US Subsidiary.
(jj) No Registration Rights. No holder of securities issued by Taurus or any Taurus Subsidiary has any right to compel Taurus or any Taurus Subsidiary, as the case may be, to register or otherwise qualify such securities for public sale in Canada or the United States.
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(kk) Schedules. The information in Schedule B, Schedule C, Schedule D, Schedule G, Schedule J, Schedule K and Schedule M is true and correct and contains no Misrepresentation.
(ll) Bonanza Shares. Other than as contemplated herein or in any support agreements procured by Taurus in connection with the Arrangement, Taurus does not and will not immediately before the Effective Time beneficially own, directly or indirectly, or exercise control or direction over any Bonanza Shares.
Representations and Warranties of Fairstar
3.3 Fairstar hereby represents and warrants to the other parties hereto as follows and acknowledges that the other parties are relying upon these representations and warranties in connection with the transactions contemplated herein:
(a) Organization. Fairstar is a company duly organized, validly existing and in good standing with respect to all filings required under Applicable Laws to maintain its corporate existence, has the corporate power to own or lease its property and assets and to carry on its business as now conducted by it, and Fairstar has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.
(b) Enforceability. This Agreement has been duly executed and delivered by Fairstar and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(c) No Encumbrances. The FairstarSub Shares to be issued in consideration of the transfer of Fairstar’s right, title and interest in and to the Xxxxxxx Project and the Casa Xxxxxxx Claims shall be issued as fully paid shares, free and clear of all liens, claims, charges and encumbrances, and FairstarSub is and will be wholly owned by Fairstar until the Effective Time.
(d) Disclosure Filings. Fairstar is a reporting issuer in Alberta, Ontario and Quebec has not been the subject of a cease trade order or investigation under the Applicable Securities Laws, has not been the subject of any investigation by the TSX or any Governmental Entity, is current with all filings required to be made under the Applicable Securities Laws and is not aware of any deficiencies in the filing of any such documents or reports.
(e) Fairstar Disclosure Documents. All of the information and statements contained in the Fairstar Disclosure Documents insofar as they could affect the value of Fairstar’s right, title or interest in the Xxxxxxx Project and Casa Xxxxxxx Claims at the respective dates of such information and statements
(i) are true and correct,
(ii) contain no Misrepresentation,
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(iii) constitute full, true and plain disclosure of all Material Facts relating to Fairstar and its securities, and
(iv) comply, in all material respects, with the Applicable Securities Laws.
(f) No Conflict or Violation. Subject to receipt of the approvals set out in §3.3(q), the execution and delivery of this Agreement and the consummation of the Arrangement do not and will not
(i) result in the breach or violate any term or provision of the constating documents of Fairstar, or
(ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Fairstar is a party or by which it is bound or to which any property of Fairstar is subject or results in the creation of any lien, charge or encumbrance upon any of the assets of Fairstar under any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority, or
(iii) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Fairstar,
that would be a Material Adverse Change with respect to the Xxxxxxx Project or the Casa Xxxxxxx Claims.
(g) Compliance with Laws. Except as publicly disclosed by Fairstar, Fairstar has complied with and is not in violation of, any Applicable Laws, orders, judgments and decrees other than non-compliance or violations which would not, individually or in the aggregate, be a Material Adverse Change with respect to Fairstar’s interests in the Xxxxxxx Project or the Casa Xxxxxxx Claims.
(h) Litigation. There are no actions, suits, proceedings or investigations commenced or threatened, or to the knowledge of Fairstar contemplated, against or affecting Fairstar or before or by any Person or before any arbitrator of any kind which involve the possibility of any judgment or liability which could be expected to result in a Material Adverse Change with respect to Fairstar or the Xxxxxxx Project, except as disclosed in Schedule K.
(i) No Insolvency. Fairstar is not an insolvent Person within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws and will not become an insolvent Person as a result of the transactions contemplated by this Agreement. No act or proceeding has been taken by or against Fairstar in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Fairstar or the appointment of a trustee, receiver, manager or other administrator of Fairstar or any of its assets.
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(j) Books and Records. The corporate records and minute books of Fairstar insofar as the Xxxxxxx Project and Casa Xxxxxxx Claims could be affected, which are required to be maintained by it under the laws of its jurisdictions of incorporation or by good industry practice, are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing.
(k) Xxxxxxx Project. With respect to the Xxxxxxx Project and Casa Xxxxxxx Claims:
(i) the Xxxxxxx Project and Casa Xxxxxxx Claims are accurately described in Schedule J;
(ii) the mining claims, properties and leases comprising the Xxxxxxx Project and Casa Xxxxxxx Claims have, to the best of the information and belief of Fairstar, been properly located and recorded in compliance with applicable law and are valid and subsisting mineral claims and leases as at the date of this Agreement;
(iii) the Xxxxxxx Project and Casa Xxxxxxx Claims are in good standing under Applicable Laws, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;
(iv) the Xxxxxxx Project and Casa Xxxxxxx Claims are free and clear of any encumbrances, liens or charges and neither Fairstar nor, to the best of Fairstar’s knowledge, any of the predecessors in interest or title, have done anything whereby the Xxxxxxx Project or Casa Xxxxxxx Claims may be encumbered, other than as disclosed publicly by Fairstar; and
(v) there are no disputes over the title to any of the Xxxxxxx Project and Casa Xxxxxxx Claims, and no other party other than Taurus has any interest in the Xxxxxxx Project and Casa Xxxxxxx Claims or the production therefrom or any right to acquire any such interest, other than as disclosed herein.
(l) Condition of Assets. Except as herein disclosed, to its knowledge, all real and tangible personal property of Fairstar relating to the Xxxxxxx Project and Casa Xxxxxxx Claims, if any, as disclosed on Schedule J, is in generally good repair and is operational and useable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement;
(m) Tax Matters. Insofar as the Xxxxxxx Project and Casa Xxxxxxx Claims could be affected, Fairstar has duly filed on a timely basis all Tax Returns required to be filed by it with the appropriate Governmental Entity (and all such Tax Returns are complete and correct and have been prepared in compliance with all applicable laws and regulations), and has paid all Taxes (whether or not such Taxes are shown or required to be shown on a Tax Return so filed), including all instalments on account of Taxes for the current year, which are due and payable on or before the date hereof; adequate provision has been made for all such amounts payable for the current period for which Tax Returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing
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for an extension of time with respect to the filing of any Tax Return by, or payment of any Tax, governmental charge or deficiency by or against Fairstar; to the best knowledge of Fairstar there are no actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against Fairstar in respect of Taxes or grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity.
(n) Xxxxxxx Contracts. Except for the Fairstar Xxxxxxx Contracts listed and described in Schedule J, Fairstar is not party to or bound by any other agreement, commitment or understanding, whether oral or written, in connection with the Xxxxxxx Project, and the contracts and agreements listed in Schedule J are valid and subsisting, in full force and effect and unamended, no material default exists in respect thereof on the part of Fairstar or, to the best of the knowledge of Fairstar, on the part of any of the other parties thereto, Fairstar is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any such contracts or agreements, and Schedule J lists all the present outstanding Fairstar Xxxxxxx Contracts.
(o) True, Complete and Correct Copies. True, correct and complete copies of all Fairstar Xxxxxxx Contracts listed in Schedule J and all technical reports related thereto have been delivered to Taurus and Bonanza.
(p) Fairstar Board. The Fairstar Board has, subject to §5.6(d)
(i) determined unanimously (by those members voting thereon) that the Arrangement is in the best interests of Fairstar and approving the terms of the Fairstar Shareholders Approval, and
(ii) determined unanimously (by those members voting thereon) to recommend that the holders of the Fairstar Shares vote in favour of the Fairstar Shareholders Approval.
(q) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Fairstar in connection with the execution and delivery of this Agreement or the consummation by Fairstar of the transactions contemplated hereby other than
(i) approval of the TSX and AMF, and
(ii) the Fairstar Shareholders Approval.
(r) Environmental. To Fairstar’s knowledge, the Xxxxxxx Project and Casa Xxxxxxx Claims are not subject to:
(i) any Environmental Laws which require or may require any significant work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures, for facility upgrades, environmental investigation or remediation;
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(ii) any written demand, notice or request for information with respect to the breach of or liability under any Environmental Laws applicable to Fairstar, respecting
(A) the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances, or
(B) the presence, Release or discharge of Hazardous Substances.
(s) Insurance. Fairstar has, as far as the Xxxxxxx Project and Casa Xxxxxxx Claims are concerned, policies of insurance in force as of the date hereof naming Fairstar as an insured which, having regard to the nature of such risk and the relative cost of obtaining insurance, Fairstar believes are reasonable.
(t) Licences. Fairstar owns, possesses, or has obtained and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Entity necessary to conduct its business as now conducted or as proposed to be conducted except for such failure that would individually or in the aggregate not constitute a Material Adverse Change with respect to Fairstar’s interest in the Xxxxxxx Project.
(u) FairstarSub. Fairstar represents to Taurus and Bonanza that the representations of FairstarSub made by it in §3.5 are true.
Representations and Warranties of Newco
3.4 Newco hereby represents and warrants to the other parties hereto as follows and acknowledges that the other parties hereto are relying upon these representations and warranties in connection with the transactions contemplated herein:
(a) Organization of Newco. Newco is a company duly organized, validly existing and in good standing with respect to all filings required under the BCBCA to maintain its corporate existence, and Newco has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.
(b) Enforceability. This Agreement has been duly executed and delivered by Newco and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
(c) Capitalization. The authorized capital of Newco consists of an unlimited number of common shares without par value and a class of preferred shares, of which as of the date hereof, one common share is issued and outstanding which is owned by Bonanza.
(d) Options to Purchase Shares. No Person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature), for the purchase or issue of or conversion into any of the unissued Newco Shares or any unissued securities of Newco.
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(e) Issuance of Newco Securities. The Newco Shares, Newco Options and Newco Warrants to be issued to the Bonanza Shareholders, the Taurus Shareholders, their respective holders of Options and Warrants, and the Newco Shares to be issued to Fairstar pursuant to the Arrangement will be issued as fully paid and non-assessable.
(f) No Prior Business. Newco has not previously carried on any business, has no assets or liabilities and this Agreement is the only material agreement to which it is subject.
Representations and Warranties of FairstarSub
3.5 FairstarSub hereby represents and warrants to the other parties hereto as follows and acknowledges that the other parties hereto are relying upon these representations and warranties in connection with the transactions contemplated herein:
(a) Organization of FairstarSub. FairstarSub is a company duly organized, validly existing and in good standing with respect to all filings required under the BCBCA to maintain its corporate existence, and FairstarSub has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.
(b) Enforceability. This Agreement has been duly executed and delivered by FairstarSub and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
(c) Capitalization. The authorized capital of FairstarSub consists of an unlimited number of common shares without par value and a class of preferred shares, of which as of the date hereof, one common share is issued and outstanding which is owned by Bonanza.
(d) Options to Purchase Shares. No Person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature), for the purchase or issue of or conversion into any of the unissued FairstarSub Shares or any unissued securities of FairstarSub.
(e) No Prior Business. FairstarSub has not previously carried on any business, has no assets or liabilities and this Agreement is the only agreement to which it is subject.
Survival of Representations
3.6 The representations and warranties of the parties hereto contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated herein. Any investigation by a party hereto and its advisors will not mitigate, diminish or affect the representations and warranties of another party to this Agreement.
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ARTICLE 4
COVENANTS
Covenants of Taurus
4.1 Taurus covenants and agrees with Bonanza and Fairstar that, prior to the Effective Date, unless Bonanza and Fairstar shall each agree in writing with Taurus or as otherwise expressly contemplated or permitted by this Agreement:
(a) Taurus shall, and shall cause each of the Taurus Subsidiaries to, conduct its and their respective business only in, not take any action except in, and maintain their respective facilities in, the usual, ordinary and regular course of business and consistent with recent past practice;
(b) Taurus shall not, and shall cause each of the Taurus Subsidiaries to not, directly or indirectly do or permit to occur any of the following:
(i) issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell, pledge, lease, dispose of or encumber (or permit any of the Taurus Subsidiaries to issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell, pledge, lease, dispose of or encumber)
(A) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, Taurus or any of the Taurus Subsidiaries (other than pursuant to the exercise of the Taurus Warrants or the Taurus Options, and other than any securities that Taurus may issue to Stonegate Management Limited or Xxxx-Xxxxxx 2000 Inc. as full or partial settlement of their outstanding loans and claims as set out in Schedule K, provided that the terms of the issuance of such securities are acceptable to Bonanza acting reasonably), or
(B) except in the ordinary course of business, any assets of Taurus or any of the Taurus Subsidiaries;
(ii) amend or propose to amend its constating documents or that of any of the Taurus Subsidiaries other than as required to transition Taurus under the BCBCA;
(iii) whether through the Taurus Board or otherwise, accelerate the vesting of any unvested Taurus Options or the expiry date of any Taurus Options or otherwise amend, vary or modify the Taurus Stock Option Plan, however Taurus may extend its Warrants to the date(s) indicated on Schedule B;
(iv) consolidate, split, combine or reclassify any outstanding securities, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to such securities;
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(v) redeem, purchase or offer to purchase (or permit any of the Taurus Subsidiaries to redeem, purchase or offer to purchase) any Taurus Shares or other securities of Taurus;
(vi) reorganize, amalgamate or merge Taurus or any of the Taurus Subsidiaries with any other Person;
(vii) reduce the share capital of Taurus or any of the Taurus Subsidiaries;
(viii) except with respect to the sale of assets of Taurus or any Taurus Subsidiary in the ordinary and regular course of business consistent with past practice, sell, pledge, encumber, lease or otherwise dispose of any material assets;
(ix) guarantee the payment of material indebtedness or incur material indebtedness for money borrowed or issue or sell any debt securities except in the ordinary and regular course of business consistent with past practice;
(x) except in the usual, ordinary and regular course of business and consistent with past practice: (A) satisfy or settle any claims (including claims in respect of Taxes) or liabilities prior to the same being due, other than the settlement of a loan to Stonegate Management Limited and settlement of the Xxxx-Xxxxxx 2000 Inc. Litigation, provided that the terms of the repayment or settlement are acceptable to Bonanza acting reasonably), and except such as have been reserved against in the financial statements of either Taurus or the Taurus Subsidiaries or disclosed in Schedule C which are, individually or in the aggregate, material; (B) grant any waiver, exercise any option or relinquish any contractual rights which are, individually or in the aggregate, material; or (C) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(xi) settle or compromise any claim brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;
(xii) except in the usual, ordinary and regular course of business and consistent with past practice or as required by Applicable Laws enter into or modify (or permit the Taurus Subsidiaries to enter or modify) in any material respect any contract, agreement, licence, franchise, Taurus Environmental Permit, lease transaction, commitment or other right or obligation or arrangement which new contract or series of related new contracts or modification to an existing contract or series of related existing contracts would be a Material Adverse Change with respect to Taurus or any Taurus Subsidiary;
(xiii) without limitation, amend or propose to amend, or waive any rights under, any Taurus Material Contract, whether or not such amendment or waiver would constitute a Material Adverse Change with respect to Taurus or any Taurus Subsidiary;
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(xiv) acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person;
(xv) establish, amend or renew any employment, benefit or compensation plan, policy, agreement or arrangement with or covering any current or former employee or director of, or independent contractor with respect to, Taurus or any Taurus Subsidiary;
(xvi) change any accounting method, principle or practice except as required by Applicable Laws; or
(xvii) make or change any tax election, change an annual tax accounting period, adopt or change any tax accounting method, file any amended Tax Return, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, or take or omit to take (other than in the ordinary course of business or as required by law) any other action, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of either increasing the liability of Taurus or any Taurus Subsidiary for Taxes or reducing any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute of Taurus or any Taurus Subsidiary which could potentially be useful in respect of reducing Taxes, without the prior written consent of Bonanza and Fairstar;
(c) Taurus shall, and shall cause each of the Taurus Subsidiaries to:
(i) use its reasonable best efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; and
(ii) incur or commit to capital expenditures prior to the Effective Date only in the ordinary course consistent with past practice and not, in any event, exceeding $50,000, individually or in the aggregate;
(d) Taurus shall, and shall cause each of the Taurus Subsidiaries to, not enter into or change the terms of, in any material way, or vary the pay, in any material way, with respect to any employment, consulting or severance agreement or other similar arrangement with any of their directors, officers or any other Person or pay any compensation to any such director, officer or other Person other than as explicitly provided in any such agreement as disclosed in writing to Bonanza and Fairstar prior to the execution hereof or except for changes permitted by this §4.1(d) or as agreed in writing by Bonanza and Fairstar, acting reasonably;
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(e) Taurus shall use its reasonable best efforts, and cause each of the Taurus Subsidiaries to use its reasonable best efforts, to preserve intact their respective business organizations and goodwill, their respective rights under the Taurus Material Contracts, to not do anything or fail to do something which could lead to a breach under any Taurus Material Contract, to keep available the services of its and their officers and employees as a group and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; not take any action, or permit any of the Taurus Subsidiaries to take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue at any time prior to the Effective Date if then made; and promptly notify Bonanza and Fairstar orally and in writing of any Material Adverse Change with respect to Taurus or the Taurus Subsidiaries and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);
(f) Taurus shall use its reasonable best efforts to, in a timely and expeditious manner and in cooperation with Bonanza, finalize and mail the Joint Information Circular on or before February 18, 2005, which circular shall contain a recommendation of the Taurus Board that the Taurus Shareholders vote in favour of the Arrangement at the Taurus Meeting, file the Joint Information Circular on SEDAR and mail the Joint Information Circular to the Taurus Shareholders and the holders of Taurus Options and Taurus Warrants in accordance with the Interim Order and Applicable Securities Law;
(g) except as contemplated in this Agreement, Taurus and each Taurus Subsidiary will not engage in any business, enterprise or other activity different from that carried on by them at the date of this Agreement that would result in any Material Adverse Change of Taurus, or enter into any transaction or incur (except in respect of obligations or liabilities to which it is already legally subject) any material obligation, expenditure or liability other than in the ordinary course of its business, as presently conducted;
(h) Taurus will furnish to Bonanza and Fairstar such information, in addition to the information contained in this Agreement, relating to the financial condition, business, properties and affairs of Taurus and the Taurus Subsidiaries as may reasonably be requested by Bonanza or Fairstar, which information will be true and complete in all material respects and will not contain a Misrepresentation;
(i) Taurus will ensure that the information and financial statements and other information related to Taurus and the Taurus Subsidiaries and provided by Taurus to Bonanza and Fairstar will be true, correct and complete in all material respects and will not contain any Misrepresentation;
(j) Taurus will do all such other acts and things as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, Taurus will use its reasonable best efforts to transition under the BCBCA and to provide such information and execute such documents as counsel for Bonanza or Fairstar may advise are necessary or desirable for the implementation of the Arrangement;
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(k) Taurus will give Bonanza prompt oral and written notice of any purported execution of the Dissent Right, withdrawals of such exercise, and any other similar instruments delivered pursuant to the Interim Order or otherwise and received by Taurus;
(l) Taurus will promptly notify Bonanza and Fairstar in writing
(i) if Taurus becomes aware that any of Taurus’s representations and warranties in this Agreement is untrue or inaccurate in any material respect, or
(ii) if there has been, or is reasonably expected to be, any material breach of any covenant or agreement of Taurus contained in this Agreement,
(m) Taurus shall use its reasonable best efforts to hold the Taurus Meeting on or before March 21, 2005 and solicit approval of Taurus Shareholders for the Arrangement;
(n) Taurus shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as is practicable the transactions contemplated by this Agreement and the Plan of Arrangement, including the execution and delivery of such documents as Bonanza or Fairstar may reasonably require and to use its reasonable best efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, including, but not limited to, approvals and filings under Applicable Securities Laws, the TSX-V, the TSX and submissions of information requested by Governmental Entities;
(o) Taurus shall, forthwith after the Taurus Meeting, deliver to Bonanza and Fairstar certified copies of the Special Resolutions of Taurus Shareholders duly passed at the Taurus Meeting approving the Arrangement and the consummation of the transactions contemplated thereby;
(p) Taurus shall act in good faith and co-operate with Bonanza in
(i) the preparation of the Joint Information Circular, and
(ii) the preparation of the applications to the Court for each of the Interim Order and Final Order;
(q) Taurus shall, concurrent with the execution hereof, deliver to Bonanza and Fairstar certified copies of the resolutions duly passed by the Taurus Board approving this Agreement and the consummation of the transactions contemplated hereby;
(r) Taurus shall, or shall cause each Taurus Subsidiary to
(i) timely prepare and file with the relevant Governmental Entities all Tax Returns of Taurus and each Taurus Subsidiary the due date for filing of which, determined taking into account extensions, is on or before the Effective Date. Any Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of Taurus or each such Taurus Subsidiary, as
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applicable, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions);
(ii) reasonably cooperate, and each shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, resolving all disputes and audits with respect to all taxable periods relating to Taxes, and in any other matters relating to Taxes, including by maintaining and making available to Bonanza and Fairstar all books, records and other information related to Taxes;
(s) forthwith after the date hereof, Taurus shall take all reasonable steps to obtain written advice from a firm of investment dealers or other qualified Persons respecting the fairness of the transactions contemplated by the Arrangement in a form that is customary to present to the Taurus Shareholders and to the Court;
(t) Taurus will use its best efforts to remain a Foreign Private Issuer; and
(u) Taurus will comply with all applicable reporting requirements under the 1934 Act with respect to information that, after the date of this Agreement, Taurus makes or is required to make public, files or required to file or distributes or is required to distribute in the manner described in the foregoing paragraph, and Taurus will otherwise comply with all United States Securities Laws applicable to Taurus.
Covenants of Taurus Regarding Non-Solicitation
4.2 Subject to §4.13, Taurus will not, directly or indirectly, through any officer, director, employee, representative or agent of Taurus or any of the Taurus Subsidiaries:
(a) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal;
(b) participate in any discussions or negotiations regarding any Acquisition Proposal;
(c) withdraw or modify in a manner adverse to Bonanza or Fairstar the approval of the Taurus Board of the transactions contemplated hereby;
(d) approve or recommend any Acquisition Proposal; or
(e) enter into any agreement, arrangement or understanding related to any Acquisition Proposal.
Nothing in this Agreement will prevent the Taurus Board, before the issuance of the Final Order, from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to §4.4, regarding an unsolicited bona fide written Acquisition Proposal that did not arise as a result of a breach of this §4.2 and that the Taurus Board determines in good faith, after consultation with financial advisors and outside counsel, is reasonably likely to result in a Superior Proposal. Before taking such action,
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the Taurus Board must receive advice of counsel that it is appropriate that the Taurus Board take such action in order to discharge properly its fiduciary duties. Taurus will not consider, negotiate, accept, approve or recommend an Acquisition Proposal after the date of the issuance of the Final Order. Taurus will, and will cause the officers, directors, employees, representatives and agents of Taurus and the Taurus Subsidiaries to, cease immediately all discussions and negotiations being held as of the date hereof regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.
Taurus Notice to Bonanza and Fairstar
4.3 Taurus will forthwith notify Bonanza and Fairstar, at first orally and then in writing, of any Acquisition Proposal and any inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Taurus or any of the Taurus Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Taurus or any of the Taurus Subsidiaries by any Person that informs Taurus or the Taurus Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice will include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, inquiry or contact and provide such other details of the proposal, inquiry or contact as Bonanza or Fairstar may reasonably request. Taurus will
(a) keep Bonanza and Fairstar fully informed of the status including any change to the material terms of any such Acquisition Proposal or inquiry, and
(b) provide to Bonanza and Fairstar as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Taurus or any Taurus Subsidiary from any Person in connection with any Acquisition Proposal sent or provided by Taurus to any Person in connection with any Acquisition Proposal and Bonanza and Fairstar agree to keep such information confidential in accordance with the terms of the Non-Disclosure Agreement.
Taurus Third Party Confidentiality
4.4 If Taurus receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Taurus is permitted, as contemplated under §4.2(b), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Taurus Board may, subject to the execution by such Person of a confidentiality agreement containing a standstill provision substantially similar to that contained in the Non-Disclosure Agreement or such other confidentiality agreement then in effect between Taurus and Bonanza, provide such Person with access to information regarding Taurus except that the Person making the Acquisition Proposal will not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not any material amendment thereto) and provided further that Taurus sends a copy of any such confidentiality agreement to Bonanza promptly upon its execution and Bonanza is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided.
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Taurus Notice to Representatives
4.5 Taurus will use its reasonable best efforts to ensure that its officers, directors and employees and the Taurus Subsidiaries and their officers, directors and employees and any financial advisors or other advisors or representatives retained by it are aware of the provisions of §4.2, §4.3 and §4.4, and it will be responsible for any breach by its and their officers, directors, employees, financial advisors or other advisors or representatives.
Taurus Withdrawal of Approval
4.6 Notwithstanding §4.2(c), the Taurus Board may withdraw or modify in a manner adverse to Bonanza the approval of the Taurus Board of the transactions contemplated hereby if a Specified Bonanza Event has occurred and is continuing.
Covenants of Bonanza
4.7 Bonanza covenants and agrees with Taurus and Fairstar that, prior to the Effective Date, unless Taurus shall otherwise agree in writing or as expressly contemplated or permitted by this Agreement:
(a) Bonanza shall, and shall cause each of the Bonanza Subsidiaries to, conduct its and their respective business only in, not take any action except in, and maintain their respective facilities in, the usual, ordinary and regular course of business and consistent with past practice;
(b) Bonanza shall not, and shall cause each of the Bonanza Subsidiaries to not, directly or indirectly do or permit to occur any of the following:
(i) issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell, pledge, lease, dispose of or encumber (or permit any of the Bonanza Subsidiaries to issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell, pledge, lease, dispose of or encumber):
(A) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, Bonanza or any of the Bonanza Subsidiaries (other than pursuant to the exercise of the Bonanza Warrants or the Bonanza Options), or
(B) except in the ordinary course of business, any assets of Bonanza or of any of the Bonanza Subsidiaries;
(ii) amend or propose to amend its constating documents or that of any of the Bonanza Subsidiaries other than as required to transition Bonanza under the BCBCA and to organize Newco;
(iii) whether through the Bonanza Board or otherwise, accelerate the vesting of any unvested Bonanza Options or the expiry date of any Bonanza Options or otherwise amend, vary or modify the Bonanza Stock Option Plan;
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(iv) consolidate, split, combine or reclassify any outstanding securities, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to such securities;
(v) redeem, purchase or offer to purchase (or permit any of the Bonanza Subsidiaries to redeem, purchase or offer to purchase) any Bonanza Shares or other securities of Bonanza;
(vi) reorganize, amalgamate or merge Bonanza or any of the Bonanza Subsidiaries with any other Person;
(vii) reduce the share capital of Bonanza or any of the Bonanza Subsidiaries;
(viii) except with respect to the sale of assets of Bonanza or any Bonanza Subsidiary in the ordinary and regular course of business consistent with past practice, sell, pledge, encumber, lease or otherwise dispose of any material assets (other than relating to transactions between two or more wholly-owned Bonanza Subsidiaries or between such Bonanza Subsidiary and Bonanza);
(ix) guarantee the payment of material indebtedness or incur material indebtedness for money borrowed or issue or sell any debt securities except in the ordinary and regular course of business consistent with past practice;
(x) except in the usual, ordinary and regular course of business and consistent with past practice: (A) satisfy or settle any claims (including claims in respect of Taxes) or liabilities prior to the same being due, except such as have been reserved against in the financial statements of either Bonanza or the Bonanza Subsidiaries or disclosed in Schedule E, which are, individually or in the aggregate, material; (B) grant any waiver, exercise any option or relinquish any contractual rights which are, individually or in the aggregate, material; or (C) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(xi) settle or compromise any claim brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;
(xii) except in the usual, ordinary and regular course of business and consistent with past practice or as required by Applicable Laws enter into or modify (or permit the Bonanza Subsidiaries to enter into or modify) in any material respect any contract, agreement, license, franchise, Bonanza Environmental Permit, lease, transaction, commitment or arrangement or other right or obligation or which new contract or series of related new contracts or modification to an existing contract or series of related existing contracts would be a Material Adverse Change with respect to Bonanza or any Bonanza Subsidiary;
(xiii) without limitation, amend or propose to amend, or waive any material rights under, any Bonanza Material Contract whether or not such amendment or
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wavier would constitute a Material Adverse Change with respect to Bonanza or any Bonanza Subsidiary;
(xiv) acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person;
(xv) establish, amend or renew any employment, benefit or compensation plan, policy, agreement or arrangement with or covering any current or former employee or director of, or independent contractor with respect to, Bonanza or any Bonanza Subsidiary;
(xvi) change any accounting method, principle or practice except as required by Applicable Laws; or
(xvii) make or change any tax election, change an annual tax accounting period, adopt or change any tax accounting method, file any amended Tax Return, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, or take or omit to take (other than in the ordinary course of business or as required by law) any other action, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of either increasing the liability of Bonanza or any Bonanza Subsidiary for Taxes or reducing any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute of Bonanza or any Bonanza Subsidiary which could potentially be useful in respect of reducing Taxes, without the prior written consent of Bonanza and Fairstar;
(c) Bonanza shall, and shall cause each of the Bonanza Subsidiaries to:
(i) use its reasonable best efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; and
(ii) incur or commit to capital expenditures prior to the Effective Date only in the ordinary course consistent with past practice, and not, in any event, exceeding $50,000 individually or in the aggregate;
(d) Bonanza shall, and shall cause each of the Bonanza Subsidiaries to, not enter into or change the terms of, in any material way, or vary the pay, in any material way, with respect to any employment, consulting or severance agreement or other similar arrangement with any of their directors or officers or pay any compensation to any such director or officer other than as explicitly provided in any such agreement as disclosed in writing to Taurus and Fairstar prior to the execution hereof or except for changes
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permitted by this §4.7(d) or as agreed in writing by Taurus and Fairstar acting reasonably;
(e) Bonanza shall use its reasonable best efforts, and cause each of the Bonanza Subsidiaries to use its reasonable best efforts, to preserve intact their respective business organizations and goodwill, their respective rights under the Bonanza Material Contracts, to not do any thing or fail to do something which would lead to a breach under any Bonanza Material Contract, to keep available the services of its and their officers and employees as a group and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; not take any action, or permit any of the Bonanza Subsidiaries to take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue at any time prior to the Effective Date if then made; and promptly notify Taurus and Fairstar orally and in writing of any Material Adverse Change of Bonanza or the Bonanza Subsidiaries and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);
(f) Bonanza shall use its reasonable best efforts to, in a timely and expeditious manner and in cooperation with Taurus, finalize and mail the Joint Information Circular on or before February 18, 2005, which circular shall contain a recommendation of the Bonanza Board that the Bonanza Shareholders vote in favour of the Arrangement at the Bonanza Meeting, file the Joint Information Circular on SEDAR and on Form 6K under the 1934 Act, and mail the Joint Information Circular to the Bonanza Shareholders and the holders of Bonanza Options and Bonanza Warrants in accordance with the Interim Order and Applicable Securities Laws;
(g) except as contemplated in this Agreement, Bonanza and the Bonanza Subsidiaries will not engage in any business, enterprise or other activity different from that carried on by them at the date of this Agreement that would result in a Material Adverse Change of Bonanza, or enter into any transaction or incur (except in respect of obligations or liabilities to which they are already legally subject) any material obligation, expenditure or liability other than in the ordinary course of their business, as presently conducted;
(h) Bonanza will furnish to Taurus and Fairstar such information, in addition to the information contained in this Agreement, relating to the financial condition, business, properties and affairs of Bonanza and the Bonanza Subsidiaries as may reasonably be requested by Taurus or Fairstar, which information will be true and complete in all material respects and will not contain a Misrepresentation;
(i) Bonanza will ensure that the information and financial statements and other information related to Bonanza and the Bonanza Subsidiaries and provided by Bonanza to Taurus and Fairstar, will be true, correct and complete in all material respects and will not contain any Misrepresentation;
(j) Bonanza will do all such other acts and things as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement and, without
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limiting the generality of the foregoing, Bonanza will use its reasonable best efforts to transition under the BCBCA and to provide such information and execute such documents as counsel for Taurus or Fairstar may advise are necessary or desirable for the implementation of the Arrangement;
(k) Bonanza will give Taurus and Fairstar prompt oral and written notice of any purported exercise of any Dissent Right, withdrawals of such exercise, and any other similar instruments delivered pursuant to the Interim Order or otherwise and received by Bonanza;
(l) Bonanza will promptly notify Taurus and Fairstar in writing
(i) if Bonanza becomes aware that any of Bonanza’s representations and warranties in this Agreement is untrue or inaccurate in any material respect, or
(ii) if there has been, or is reasonably expected to be, any material breach of any covenant or agreement of Bonanza contained in this Agreement;
(m) Bonanza shall use its reasonable best efforts to hold the Bonanza Meeting on or before March 21, 2005 and solicit approval of Bonanza Shareholders for the Arrangement;
(n) Bonanza shall act in good faith and co-operate with Taurus in
(i) the preparation of the Joint Information Circular, and
(ii) the preparation of the applications to the Court for each of the Interim Order and Final Order;
(o) Bonanza shall, forthwith after the Bonanza Meeting, deliver to Taurus and Fairstar certified copies of the Special Resolutions of Bonanza Shareholders duly passed at the Bonanza Meeting approving the Arrangement and the consummation of the transactions contemplated thereby;
(p) Bonanza shall, concurrent with the execution hereof, deliver to Taurus and Fairstar certified copies of resolutions duly passed by the Bonanza Board approving this Agreement and the consummation of the transactions contemplated hereby;
(q) Bonanza shall, or shall cause each Bonanza Subsidiary to
(i) timely prepare and file with the relevant Governmental Entities all Tax Returns of Bonanza and each Bonanza Subsidiary the due date for filing of which, determined taking into account extensions, is on or before the Effective Date. Any Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of Bonanza or each such Bonanza Subsidiary, as applicable, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions);
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(ii) reasonably cooperate, and each shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, resolving all disputes and audits with respect to all taxable periods relating to Taxes, and in any other matters relating to Taxes, including by maintaining and making available to Taurus and Fairstar all books, records and other information related to Taxes;
(r) forthwith after the date hereof, Bonanza shall take all reasonable steps to obtain written advice from a firm of investment dealers or other qualified Person respecting the fairness of the transactions contemplated by the Arrangement in a form that is customary to present to the Bonanza Shareholders and to the Court;
(s) Bonanza shall use all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as is practicable the transactions contemplated by this Agreement and the Plan of Arrangement, including the execution and delivery of such documents as Taurus and Fairstar may reasonably require, and to use its reasonable best efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, including, but not limited to, approvals and filings under Applicable Securities Laws and of the TSX and TSX-V, and submissions of information requested by Governmental Entities;
(t) Bonanza will use its best efforts to remain a Foreign Private Issuer;
(u) as soon as practicable, but in no event later than the date on which the Joint Information Circular is finalized and mailed, Bonanza shall (i) prepare and file an annual report on Form 20-F for its fiscal year ended December 31, 2003 and (ii) prepare and furnish one or more current reports on Form 6-K including all materials that, from January 1, 2004 through the date of this Agreement, Bonanza has (A) made or been required to make public pursuant to Canadian federal or provincial law, (B) filed or been required to file with a stock exchange on which its securities are traded, if such information was made public by such stock exchange, or (C) distributed or been required to distribute to its securityholders (excluding, however, any materials not required to be furnished pursuant to the instructions included in Form 6-K), and (iii) such other filings as may be required by the United States Securities and Exchange Commission, in each case, in compliance with all applicable requirements of the United States Securities Laws; and
(v) Bonanza will comply with all applicable reporting requirements under the 1934 Act with respect to information that, after the date of this Agreement, Bonanza makes or is required to make public, files or required to file or distributes or is required to distribute in the manner described in the foregoing paragraph, and Bonanza will otherwise comply with all United States Securities Laws applicable to Bonanza.
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Covenants of Bonanza Regarding Non-Solicitation
4.8 Subject to §4.13, Bonanza will not, directly or indirectly, through any officer, director, employee, representative or agent of Bonanza or any of the Bonanza Subsidiaries:
(a) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal;
(b) participate in any discussions or negotiations regarding any Acquisition Proposal;
(c) withdraw or modify in a manner adverse to Taurus or Fairstar the approval of the Bonanza Board of the transactions contemplated hereby;
(d) approve or recommend any Acquisition Proposal; or
(e) enter into any agreement, arrangement or understanding related to any Acquisition Proposal.
Nothing in this Agreement will prevent the Bonanza Board, before the issuance of the Final Order, from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to §4.10, regarding an unsolicited bona fide written Acquisition Proposal that did not arise as a result of a breach of this §4.8 and that the Bonanza Board determines in good faith, after consultation with financial advisors and outside counsel, is reasonably likely to result in a Superior Proposal. Before taking such action, the Bonanza Board must receive advice of outside counsel that it is appropriate that the Bonanza Board take such action in order to discharge properly its fiduciary duties. Bonanza will not consider, negotiate, accept, approve or recommend an Acquisition Proposal after the date of the issuance of the Final Order. Bonanza will, and will cause the officers, directors, employees, representatives and agents of Bonanza and the Bonanza Subsidiaries to, cease immediately all discussions and negotiations being held as of the date hereof regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.
Bonanza Notice to Taurus and Fairstar
4.9 Bonanza will forthwith notify Taurus and Fairstar, at first orally and then in writing, of any Acquisition Proposal and any inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Bonanza or any of the Bonanza Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Bonanza or any of the Bonanza Subsidiaries by any Person that informs Bonanza or the Bonanza Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice will include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, inquiry or contact and provide such other details of the proposal, inquiry or contact as Taurus or Fairstar may reasonably request. Bonanza will
(a) keep Taurus and Fairstar fully informed of the status including any change to the material terms of any such Acquisition Proposal or inquiry, and
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(b) provide to Taurus and Fairstar as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Bonanza or any Bonanza Subsidiary from any Person in connection with any Acquisition Proposal sent or provided by Bonanza to any Person in connection with any Acquisition Proposal and Taurus and Fairstar each agree to keep such information confidential in accordance with the terms of the Non-Disclosure Agreement.
Bonanza Third Party Confidentiality
4.10 If Bonanza receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Bonanza is permitted, as contemplated under §4.8(b), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Bonanza Board may, subject to the execution by such Person of a confidentiality agreement containing a standstill provision substantially similar to that contained in the Non-Disclosure Agreement or such other confidentiality agreement then in effect between Taurus and Bonanza, provide such Person with access to information regarding Bonanza except that the Person making the Acquisition Proposal will not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not any material amendment thereto) and provided further that Bonanza sends a copy of any such confidentiality agreement to Taurus promptly upon its execution and Taurus is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided.
Bonanza Notice to Representatives
4.11 Bonanza will use its reasonable best efforts to ensure that its officers, directors and employees and the Bonanza Subsidiaries and their officers, directors and employees and any financial advisors or other advisors or representatives retained by it are aware of the provisions of §4.8, §4.9 and §4.10, and it will be responsible for any breach by its and their officers, directors, employees, financial advisors or other advisors or representatives.
Bonanza Withdrawal of Approval
4.12 Notwithstanding §4.8(c), the Bonanza Board may withdraw or modify in a manner adverse to Bonanza the approval of the Bonanza Board of the transactions contemplated hereby if a Specified Taurus Event has occurred and is continuing.
Notice of Superior Proposal Determination
4.13 Any one of Bonanza, Taurus, or Fairstar (the “Notifying Company”) may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal if, and only if
(a) it has provided the two other companies (the “Other Companies”) with a copy of the Superior Proposal document,
(b) ten Business Days shall have elapsed from the later of the date the Other Companies received written notice from the Notifying Company advising the Board of
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the Notifying Company has resolved, subject only to compliance with this §4.13 and termination of this Agreement, to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the Person making such Superior Proposal, and the date the Notifying Company received a copy of such Superior Proposal, and
(c) it has previously or concurrently will have
(i) paid to the Other Companies the Termination Fee, if any, payable under §6.7, and
(ii) terminated this Agreement pursuant to Article 6.
During such ten Business Day period, the Notifying Company agrees the Other Companies will have the right, but not the obligation, to offer to amend the terms of this Agreement. The Notifying Company will review any offer by the Other Companies to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether the Other Companies’ offer upon acceptance by the Notifying Company would result in such Superior Proposal ceasing to be a Superior Proposal. If the Notifying Company so determines, it will enter into an amended agreement with the Other Companies reflecting the Other Companies’ amended proposal. If the Notifying Company continues to believe, in good faith and after consultation with financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the Other Companies’ amended proposal, the Notifying Company may terminate this Agreement pursuant to §6.4; provided, however, that the Notifying Company must concurrently pay to the Other Companies the Termination Fee, if any, payable to the Other Companies under §6.7 and must concurrently with termination enter into a definitive agreement with respect to such Acquisition Proposal. The Companies acknowledge and agree that payment of the Termination Fee, if any, payable under §6.7 is a condition to valid termination of this Agreement under §6.4 and this §4.13.
The parties also acknowledge and agree that each successive modification of any Acquisition Proposal will constitute a new Acquisition Proposal for purposes of the requirement under §4.7(b) to initiate an additional ten Business Day notice period.
Covenants of Fairstar
4.14 Fairstar covenants and agrees with Bonanza and Taurus that, prior to the Effective Date, unless Bonanza shall agree in writing or as otherwise expressly contemplated or permitted by this Agreement:
(a) Fairstar shall continue to wholly own FairstarSub;
(b) Fairstar shall transfer to FairstarSub forthwith upon receiving Fairstar Shareholders Approval all right, title and interest it has in and relating to the Xxxxxxx Project and Casa Xxxxxxx Claims free and clear of all charges, claims and encumbrances, including, but not limited to all related rights, personal property, equipment, agreements, licences, insurance, permits and all other documents related thereto, and shall provide
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written confirmation to Bonanza and Taurus, to its satisfaction, acting reasonably, of the completion of such transfer;
(c) Fairstar shall not, and shall ensure FairstarSub does not, without limitation, amend or propose to amend, or waive any rights under, any Fairstar Xxxxxxx Contract;
(d) Fairstar shall, and shall cause FairstarSub only in respect of the Xxxxxxx Project and Casa Xxxxxxx Claim to use its reasonable best efforts to cause its current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(e) Fairstar shall permit Bonanza, Taurus and their officers, directors, employees, consultants and advisers, at all reasonable times, access to the books, records and data of Fairstar and FairstarSub insofar as they relate to the Xxxxxxx Project and the Casa Xxxxxxx Claims;
(f) Fairstar shall, in a timely and expeditious manner, finalize and mail the Fairstar Information Circular on or before February 18, 2005, which circular shall contain a recommendation of the Fairstar Board that the Fairstar Shareholders vote in favour of the Fairstar Shareholders Approval, file the Fairstar Information Circular on SEDAR and mail the Fairstar Information Circular to the Fairstar Shareholders in accordance with Applicable Securities Law;
(g) Fairstar will furnish to Bonanza and Taurus such information, in addition to the information contained in this Agreement, relating to the Xxxxxxx Project and Casa Xxxxxxx Claims as may reasonably be requested by Bonanza or Taurus, which information will be true and complete in all material respects and will not contain a Misrepresentation;
(h) Fairstar will do all such other acts and things as may be reasonably required in order to give effect to the transactions contemplated by this Agreement;
(i) Fairstar will promptly notify Bonanza and Taurus in writing
(i) if Fairstar becomes aware that any of Fairstar’s representations and warranties in this Agreement is untrue or inaccurate in any material respect, or
(ii) if there has been, or is reasonably expected to be, any material breach of any covenant or agreement of Fairstar contained in this Agreement,
(j) Fairstar shall use its reasonable best efforts to hold the Fairstar Meeting on or before March 21, 2005 and solicit approval for the Fairstar Shareholders Approval;
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(k) Fairstar shall, forthwith after the Fairstar Meeting, deliver to each of Bonanza and Taurus certified copies of the Special Resolutions duly passed at the Fairstar Meeting evidencing the Fairstar Shareholders Approval;
(l) Fairstar shall, concurrent with the execution hereof, deliver to each of Bonanza and Taurus certified copies of resolutions duly passed by the Fairstar Board approving this Agreement and the consummation of the transactions contemplated hereby; and
(m) Fairstar shall not transfer or assign the Newco Shares to be issued to Fairstar pursuant to the Plan of Arrangement to any person except in accordance with Applicable Securities Laws, such transfer or assignment to be subject to the approval of Newco and receipt of opinion from counsel in a form acceptable to Newco that such transfer or assignment would not result in the violation of any Applicable Securities Laws.
Covenants of Fairstar Regarding Non-Solicitation
4.15 Subject to §4.13, Fairstar will not, directly or indirectly, through any officer, director, employee, representative or agent of Fairstar or FairstarSub:
(a) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal;
(b) participate in any discussions or negotiations regarding any Acquisition Proposal;
(c) withdraw or modify in a manner adverse to Bonanza or Taurus the approval of the Fairstar Board of the transactions contemplated hereby;
(d) approve or recommend any Acquisition Proposal; or
(e) enter into any agreement, arrangement or understanding related to any Acquisition Proposal.
Nothing in this Agreement will prevent the Fairstar Board, before the issuance of the Final Order, from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to §4.17, regarding an unsolicited bona fide written Acquisition Proposal that did not arise as a result of a breach of this §4.15 and that the Fairstar Board determines in good faith, after consultation with financial advisors and outside counsel, is reasonably likely to result in a Superior Proposal. Before taking such action, the Fairstar Board must receive advice of outside counsel that it is appropriate that the Fairstar Board take such action in order to discharge properly its fiduciary duties. Fairstar will not consider, negotiate, accept, approve or recommend an Acquisition Proposal after the date of the issuance of the Final Order. Fairstar will, and will cause the officers, directors, employees, representatives and agents of Fairstar and FairstarSub to, cease immediately all discussions and negotiations being held as of the date hereof regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.
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Fairstar Notice to Bonanza and Taurus
4.16 Fairstar will forthwith notify Bonanza and Taurus, at first orally and then in writing, of any Acquisition Proposal and any inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to the Xxxxxxx Project or Casa Xxxxxxx Claims in connection with an Acquisition Proposal by any Person that informs Fairstar that it is considering making, or has made, an Acquisition Proposal. Such notice will include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, inquiry or contact and provide such other details of the proposal, inquiry or contact as Bonanza or Taurus may reasonably request. Fairstar will
(a) keep Bonanza and Taurus fully informed of the status including any change to the material terms of any such Acquisition Proposal or inquiry, and
(b) provide to Bonanza and Taurus as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Fairstar or FairstarSub from any Person in connection with any Acquisition Proposal sent or provided by Fairstar to any Person in connection with any Acquisition Proposal and Bonanza and Taurus each agree to keep such information confidential.
Fairstar Third Party Confidentiality
4.17 If Fairstar receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Fairstar is permitted, as contemplated under §4.15(b), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Fairstar Board may, subject to the execution by such Person of a confidentiality agreement containing a standstill provision substantially similar to that contained in the Non-Disclosure Agreement, provide such Person with access to information regarding Fairstar’s right, title and interest in the Xxxxxxx Project and Casa Xxxxxxx Claims except that the Person making the Acquisition Proposal will not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not any material amendment thereto) and provided further that Fairstar sends a copy of any such confidentiality agreement to Bonanza and Taurus promptly upon its execution and Bonanza and Taurus are provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided.
Fairstar Notice to Representatives
4.18 Fairstar will use its reasonable best efforts to ensure that its officers, directors and employees and FairstarSub and their officers, directors and employees and any financial advisors or other advisors or representatives retained by it are aware of the provisions of §4.15, §4.16 and §4.17, and it will be responsible for any breach by its and their officers, directors, employees, financial advisors or other advisors or representatives.
Fairstar Withdrawal of Approval
4.19 Notwithstanding §4.15(c), the Fairstar Board may withdraw or modify in a manner adverse to Bonanza or Taurus the approval of the Fairstar Board of the transactions
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contemplated hereby if a Specified Bonanza Event or Specified Taurus Event, respectively, has occurred and is continuing.
Confidentiality
4.20 Except as provided herein, the Companies will keep information received by them pursuant to this Agreement which is not in the public domain, confidential except to provide access to same to the other Companies and their respective advisors. In the event of termination hereof, each of the Companies shall return to the Company which provided documents to it, such documents without retaining a copy of same.
Covenants of Newco
4.21 Newco covenants and agrees with Bonanza, Taurus and Fairstar that:
(a) Newco shall take such action as may be necessary to ensure that there shall not be any impediment to the general free tradability in Canada of the Newco Shares to be issued, or issuable pursuant to the exercise of Newco Options and Newco Warrants, in connection with the Arrangement after the Effective Date, subject only to any restrictions of general application imposed under Canadian Securities Laws and any restrictions under United States Securities Laws for affiliates;
(b) Newco shall use its reasonable best efforts to deliver to Bonanza, Taurus and Fairstar evidence of the approval or conditional approval of the TSX-V of the listing on such stock exchange of the Newco Shares issuable to Bonanza Shareholders, Taurus Shareholders and to Fairstar pursuant to the Arrangement, subject only to compliance with the usual requirements of such exchange;
(c) Newco shall deliver to Bonanza, Taurus and Fairstar certified copies of resolutions duly passed by the Newco Board approving this Agreement and the consummation of the transactions contemplated hereby and conditionally resolving to allot for issuance the aggregate number of Newco Shares that may be required to be issued in accordance with the terms of this Agreement and the Plan of Arrangement as well as upon the issuance of the Newco Options and Newco Warrants;
(d) Newco shall, if required under the 1934 Act, furnish a Form 6-K promptly following the Effective Time disclosing its succession to the reporting obligations of Bonanza; and
(e) if required, in the opinion of counsel to Newco, in order to be able to permit any holders of Taurus Options or Bonanza Options to exercise the options to purchase Newco Shares, that they receive in the Arrangement in compliance with any United States Securities Laws, Newco will, within 60 days of the Effective Date, use reasonable commercial efforts to register such Newco Shares for issuance on Form S-8 under the 1933 Act.
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Financial Information
4.22 Each of Bonanza and Taurus will provide the other Company and Fairstar with monthly consolidated unaudited financial statements certified by its Chief Executive Officer or Chief Financial Officer until the Effective Date to supplement its publicly filed financial statements. Each of Bonanza and Taurus will provide the other Company and Fairstar working papers supporting all such financial disclosure to the extent required by the other to verify the disclosure contained therein.
Xxxxxxx Litigation Deemed Consent and No Prejudice on Termination
4.23 Until the earlier of the Effective Time and termination hereof, neither Taurus nor Fairstar shall actively prosecute or defend the Xxxxxxx Litigation (except for filings which are legally mandatory) and neither of them shall require strict compliance of the other with respect to the time requirements for any civil procedure matters. The obligation of mutual disclosure and access to records hereunder shall not extend to require either Taurus or Fairstar to disclose anything to any other Company in connection with the Xxxxxxx Litigation which is subject to privilege or not otherwise discoverable. On the Effective Date, each of Fairstar and Taurus shall be deemed to have given each other consents, whether actually required or only for greater certainty, under their Xxxxxxx Project joint venture agreement to effect the transfers of Xxxxxxx Project interests to the extent contemplated by the Plan of Arrangement.
If for any reason Fairstar does not participate in the Arrangement because this Agreement has terminated insofar as Fairstar is concerned, then notwithstanding anything else herein contained, neither this Agreement nor any prior discussion, letter agreement or other matter in connection with the Arrangement or this Agreement shall prejudice any right of Fairstar as plaintiff in the Xxxxxxx Litigation nor restrict it from any argument in connection with the correct interpretation of the Xxxxxxx Project joint venture agreement nor shall such termination in any way prejudice Taurus from any similar right including a right of counterclaim.
Change of Newco Name
4.24 The parties acknowledge and agree that Newco shall change its name to one containing the word “Bonanza”, and Newco shall effect such change of its name prior to the completion of the Joint Information Circular.
U.S. Tax Matters
4.25 Each Company, to the extent it is required to make any filings in the U.S. or in respect of a U.S. securityholder, agrees that it shall (a) report the Arrangement as a transaction that qualifies as a “reorganization” within the meaning of Section 368(a)(1) of the Code and/or as a transaction that satisfies the requirements of Section 351(a) of the Code on its U.S. federal Tax Returns and (b) retain such records and file such information with the Internal Revenue Service as is required to be retained and filed pursuant to Treasury Regulation Section 1.368 -3 and/or Treasury Regulation 1.351 -3 in connection with the Arrangement. No Company shall take any action, fail to take any action, cause any action to be taken or cause any action to fail to be taken that could reasonably be expected to prevent the Arrangement from qualifying as a
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“reorganization” within the meaning of Section 368(a) of the Code or as a transaction that satisfies the requirements of Section 351(a) of the Code.
ARTICLE 5
CONDITIONS PRECEDENT
Mutual Conditions Precedent of Taurus and Bonanza
5.1 The respective obligations of Taurus and Bonanza hereto to complete the transactions contemplated herein shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may only be waived by mutual consent of Taurus and Bonanza:
(a) the Arrangement, with or without amendment, and the transactions contemplated thereby, shall have been approved by the requisite majority of Taurus Shareholders at the Taurus Meeting and by the requisite majority of Bonanza Shareholders at the Bonanza Meeting;
(b) the Final Order shall have been granted by the Court, which order shall include the Plan of Arrangement and shall rule on the fairness of the Arrangement as required by section 3(a)(10) of the 1933 Act;
(c) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there will be no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof;
(d) the approval of the TSX-V and AMF to the transactions contemplated by this Agreement;
(e) Dissent Rights will not have been exercised prior to the Effective Date by holders of 2% or more of the total number of either the Bonanza Shares or the Taurus Shares outstanding, respectively, at such time;
(f) the acceptance of the Plan of Arrangement for filing by the Registrar, and
(g) this Agreement shall not have been terminated pursuant to Article 6.
Additional Conditions Precedent to Obligations of Taurus
5.2 The obligation of Taurus to complete the transactions contemplated herein is subject to the satisfaction, on or before the Effective Date, of each of the following conditions, which conditions are for the sole benefit of Taurus and may be waived by it in whole or in part
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by notice in writing to Bonanza and Fairstar without prejudice to the rights of Taurus to rely on any other condition:
(a) Taurus, acting reasonably, shall be satisfied that no Material Adverse Change has occurred with respect to Bonanza (on a consolidated basis) from the date hereof to the Effective Date;
(b) each representation and warranty of Bonanza contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date except (A) in each case, or in the aggregate, as does not constitute a Material Adverse Change with respect to Bonanza or any Bonanza Subsidiary, (B) for changes contemplated by this Agreement and (C) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct (subject to the qualifications as set forth in the preceding clause (A) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Change” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded and (ii) any update of or modification to Schedule E made or purported to have been made after the date of this Agreement shall be disregarded). Taurus shall have received a certificate dated the Effective Date, with respect to the foregoing signed on behalf of Bonanza by a senior officer of Bonanza;
(c) each of the covenants, acts and undertakings of Bonanza to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been performed in all material respects by Bonanza;
(d) Taurus shall have received written advice from a qualified person acceptable to the TSX-V to the general effect that the transactions contemplated by the Arrangement are, from a financial point of view, within a range of values that can be considered to be fair to Taurus Shareholders; and
(e) Bonanza shall have delivered to Taurus (in form and content satisfactory to Taurus) the consents required pursuant to the “change of control” clauses, if any, in those agreements described in Schedule I and Bonanza will have obtained any necessary third party consents listed in Schedule E.
5.3 Taurus may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by Taurus with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by Taurus in complying with its obligations hereunder.
Additional Conditions Precedent to Obligations of Bonanza
5.4 The obligation of Bonanza to complete the transactions contemplated herein is subject to the satisfaction of each of the following conditions on or before the Effective Date, which conditions are for the sole benefit of Bonanza and may be waived by it in whole or in part
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by notice in writing to Taurus and Fairstar without prejudice to the rights of Bonanza to rely on any other condition:
(a) Bonanza, acting reasonably, shall be satisfied that no Material Adverse Change has occurred with respect to Taurus (on a consolidated basis) from the date hereof to the Effective Date;
(b) each representation and warranty of Taurus contained in this Agreement (i) shall have been true and correct as of the date of this Agreement, and (ii) shall be true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date except (A) in each case, or in the aggregate, as does not constitute a Material Adverse Change with respect to Taurus (on a consolidated basis), (B) for changes contemplated by this Agreement, and (C) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct (subject to the qualifications as set forth in the preceding clause (A) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Change” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded and (ii) any update of or modification to Schedule C made or purported to have been made after the date of this Agreement shall be disregarded). Bonanza shall have received a certificate dated the Effective Date, with respect to the foregoing signed on behalf of Taurus by a senior officer of Taurus;
(c) each of the covenants, acts and undertakings of Taurus to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been performed in all material respects by Taurus;
(d) Bonanza shall have received written advice from a qualified person acceptable to the TSX-V to the general effect that the transactions contemplated by the Arrangement are, from a financial point of view, within a range of values that can be considered to be fair to Bonanza Shareholders; and
(e) Taurus shall have delivered to Bonanza (in form and content satisfactory to Bonanza) the consents required pursuant to the “change of control” clauses, if any, in those agreements described in Schedule G and Taurus will have obtained necessary third party consents, if any, listed in Schedule C.
5.5 Bonanza may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by Bonanza with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by Bonanza in complying with its obligations hereunder.
Conditions Precedent to Obligations of Fairstar
5.6 The obligation of Fairstar to complete the transactions contemplated herein is subject to the satisfaction of each of the following conditions on or before the Effective Date, which conditions are for the sole benefit of Fairstar and may be waived by it in whole or in part
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by notice in writing to Bonanza and Taurus without prejudice to the rights of Fairstar to rely on any other condition:
(a) Fairstar, acting reasonably, shall be satisfied that no Material Adverse Change has occurred with respect to Taurus (on a consolidated basis) or Bonanza (on a consolidated basis) from the date hereof to the Effective Date;
(b) each representation and warranty of Taurus contained in this Agreement (i) shall have been true and correct as of the date of this Agreement, and (ii) shall be true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date except (A) in each case, or in the aggregate, as does not constitute a Material Adverse Change with respect to Taurus (on a consolidated basis), (B) for changes contemplated by this Agreement, and (C) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct (subject to the qualifications as set forth in the preceding clause (A) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Change” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded and (ii) any update of or modification to Schedule C made or purported to have been made after the date of this Agreement shall be disregarded). Fairstar shall have received a certificate dated the Effective Date, with respect to the foregoing signed on behalf of Taurus by a senior officer of Taurus;
(c) each representation and warranty of Bonanza contained in this Agreement (i) shall have been true and correct as of the date of this Agreement, and (ii) shall be true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date except (A) in each case, or in the aggregate, as does not constitute a Material Adverse Change with respect to Bonanza (on a consolidated basis), (B) for changes contemplated by this Agreement, and (C) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct (subject to the qualifications as set forth in the preceding clause (A) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Change” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded and (ii) any update of or modification to Schedule E made or purported to have been made after the date of this Agreement shall be disregarded). Fairstar shall have received a certificate dated the Effective Date, with respect to the foregoing signed on behalf of Bonanza by a senior officer of Bonanza;
(d) Fairstar shall have received written advice from a qualified person acceptable to the TSX to the general effect that the transactions contemplated by the Arrangement are, from a financial point of view, within a range of values that can be considered to be fair to Fairstar Shareholders;
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(e) each of the covenants, acts and undertakings of Bonanza and Taurus to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been performed in all material respects by Bonanza and Taurus, and dissent rights shall not have been exercised by holders of 2% or more of either the Taurus Shares or the Bonanza Shares, respectively, at such time unless Taurus and Bonanza have waived their termination rights relative to any excess Dissent Rights;
(f) Fairstar shall have received the Fairstar Shareholders Approval and TSX and AMF acceptance hereof; and
(g) Fairstar shall have received any third party consents that are reasonably necessary to permit the Arrangement to be completed.
5.7 Fairstar may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by Fairstar with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by Fairstar in complying with its obligations hereunder.
Notice and Cure Provisions
5.8 A Company will give prompt notice to the others, of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to:
(a) cause any of the representations or warranties of the other parties contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; or
(b) result in the failure in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any of the others hereunder prior to the Effective Date.
None of the Companies may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained herein, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of the Final Order for acceptance by the Registrar, one of the Companies (the “Non-Defaulting Company”) has delivered a notice to one of the other Companies (the “Defaulting Company”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Non-Defaulting Company is asserting as the basis for the non-fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that the Defaulting Company is proceeding diligently to cure such matter, if such matter is susceptible to being cured, a Non-Defaulting Company may not terminate this Agreement as a result thereof until the expiration of a period of 30 days from such notice. If such notice has been delivered before the application for the Final Order or the filing of the Final Order with the Registrar occurs, such application and such filing will be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated.
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Satisfaction of Conditions
5.9 The conditions precedent set out in §5.1, §5.2, §5.4 and §5.6 will be conclusively deemed to have been satisfied, waived or released when, with the agreement of Bonanza and Taurus, a certified copy of the Final Order is accepted for filing by the Registrar.
Co-operation
5.10 Each of the Companies will use all reasonable best efforts to satisfy each of the conditions precedent to be satisfied by it and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws, to permit the completion of the Arrangement in accordance with the provisions of this Agreement and to consummate and make effective all other transactions contemplated in this Agreement and to co-operate with each other in connection with the foregoing, including:
(a) agreeing to those changes, modifications, amendments, additions or deletions to the Arrangement as any Company may reasonably require, provided any change, modification, amendment, addition or deletion would not, in the reasonable judgment of the Company to which the request is directed, have an adverse effect on that Company or its shareholders;
(b) using all reasonable best efforts in connection with the preparation of documentation for submission to any Governmental Entity, the TSX-V, AMF or TSX, as applicable, the Taurus Shareholders, the Bonanza Shareholders and the Fairstar Shareholders and keeping each other informed of any requests or comments made by a Governmental Entity or the TSX-V, AMF or TSX, as applicable, in connection with that documentation;
(c) using all reasonable best efforts to obtain all necessary consents, approvals (including Shareholders Approvals), authorizations, waivers and orders of any Governmental Entity, the TSX-V, AMF or TSX, as applicable, and third parties as are required to be obtained by it under Applicable Laws or otherwise to complete the transactions contemplated hereby; and
(d) subject to §4.23, using all reasonable best efforts to lift or rescind any injunction or restraining order or other order which may be entered against it, other than the Xxxxxxx Litigation, which injunctions or orders would prevent that party from completing the transactions contemplated hereby.
Due Diligence by Bonanza
5.11 Forthwith following the execution of this Agreement and the receipt by Bonanza from Taurus of the following materials:
(a) all documentation regarding all of the Taurus Disclosure Exceptions in Schedule C;
(b) all available NI 43-101 Reports for all Taurus Mineral Properties;
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(c) all Tax Returns for each of Taurus and each Taurus Subsidiary for each of the past two years; and
(d) such other documents as Bonanza may reasonably request;
(the “Taurus Materials”)
Bonanza agrees to conduct and complete its review and consideration of the Taurus Materials as expeditiously as would be reasonable under the circumstances and, in any event, at or before 5:00 p.m. (Vancouver time) on the day which is 10 Business Days after receipt of all of the Taurus Due Diligence Materials (the “Due Diligence Period”).
If as a result of the review by Bonanza of the Taurus Materials, there is disclosed or revealed to Bonanza the existence of any fact, circumstance or event in connection with the matters and obligations reviewed in the Taurus Materials that is or would be materially adverse to the Taurus Business, Bonanza may, before the expiry of the Due Diligence Period, terminate its obligations under this Agreement by delivering notice to Taurus, whereupon this Agreement shall terminate and be of no further force and effect.
Due Diligence by Taurus
5.12 Forthwith following the execution of this Agreement and the receipt by Taurus from Bonanza of all documentation regarding all of the Bonanza Disclosure Exceptions in Schedule E and such other documents and records as Taurus may reasonably request (the “Bonanza Due Diligence Materials”), Taurus agrees to conduct and complete its review and consideration of the Bonanza Due Diligence Materials as expeditiously as would be reasonable under the circumstances and, in any event, at or before 5:00 p.m. (Vancouver time) on the day which is 10 Business Days after receipt of all of the Bonanza Due Diligence Materials (the “Due Diligence Period”).
If as a result of the review by Taurus of the Bonanza Due Diligence Materials, there is disclosed or revealed to Taurus the existence of any fact, circumstance or event in connection with the matters and obligations reviewed in the Bonanza Due Diligence Materials that is or would be materially adverse to Bonanza, Taurus may, before the expiry of the Due Diligence Period, terminate its obligations under this Agreement by delivering notice to Bonanza, whereupon this Agreement shall terminate and be of no further force and effect.
Due Diligence by Fairstar
5.13 Fairstar may request copies of any of the materials referred to in §5.11, except insofar as they relate to the Xxxxxxx Litigation and are privileged or not discoverable in the legal proceedings, and §5.12 and such other documents and records as Fairstar may reasonably request, except insofar as they relate to the Xxxxxxx Project and the Casa Xxxxxxx Claims, and upon such request Bonanza or Taurus, as the case may be, shall provide a copy to Fairstar.
5.14 Forthwith following the execution of this Agreement and the receipt by Fairstar from Bonanza and/or Taurus of all documentation referred to in §5.11, except insofar as they relate to the Xxxxxxx Litigation and are privileged or not discoverable in the legal proceedings,
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and §5.12, except insofar as they relate to the Xxxxxxx Project and the Casa Xxxxxxx Claims (“Taurus and Bonanza Materials”), Fairstar agrees to conduct and complete its review and consideration of the Taurus and Bonanza Materials as expeditiously as would be reasonable under the circumstances and, in any event, at or before 5:00 p.m. (Vancouver time) on the day which is 10 Business Days after receipt of all of the Taurus and Bonanza Materials (the “Due Diligence Period”).
If as a result of the review by Fairstar of the Taurus and Bonanza Materials, there is disclosed or revealed to Fairstar the existence of any fact, circumstance or event in connection with the matters and obligations reviewed in the Taurus and Bonanza Materials that is or would be materially adverse to Fairstar, Fairstar may, before the expiry of the Due Diligence Period, terminate its obligations under this Agreement by delivering notice to Bonanza and Taurus, whereupon this Agreement shall terminate and be of no further force and effect only insofar as Fairstar and FairstarSub are concerned.
ARTICLE 6
TERMINATION AND WAIVER
Termination for Bonanza Conditions
6.1 If any condition contained in §5.1 or §5.4 is not satisfied on or before the dates noted thereon or as otherwise applicable to the satisfaction of Bonanza, then Bonanza may by notice to Taurus and Fairstar terminate this Agreement and the obligations of the parties hereunder except as otherwise herein provided, but without detracting from the rights of Bonanza arising from any breach by Taurus or Fairstar but for which the condition would have been satisfied.
Termination for Taurus Conditions
6.2 If any condition contained in §5.1 or §5.2 is not satisfied on or before the dates noted thereon or as otherwise applicable to the satisfaction of Taurus, then Taurus may by notice to Bonanza and Fairstar terminate this Agreement and the obligations of the parties hereunder except as otherwise herein provided, but without detracting from the rights of Taurus arising from any breach by Bonanza or Fairstar but for which the condition would have been satisfied.
Termination of Participation in Arrangement by Fairstar
6.3 If any condition contained in §5.1 or §5.6 is not satisfied on or before the dates noted thereon or as otherwise applicable to the satisfaction of Fairstar, then Fairstar may by notice to Bonanza and Taurus terminate the participation of Fairstar and FairstarSub in the Arrangement, and the obligations of Fairstar and FairstarSub hereunder except as otherwise herein provided shall terminate, but without detracting from the rights of Fairstar arising from any breach by Bonanza or Taurus but for which the condition would have been satisfied. Notwithstanding the said notice and termination by Fairstar, this Agreement shall remain valid and binding upon Bonanza, Taurus and Newco with respect to proceeding with the Arrangement and, in particular, Part A of section 2.2 of the Plan of Arrangement.
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Other Rights of Termination of Agreement
6.4 This Agreement may also be terminated:
(a) by the mutual agreement of Taurus, Fairstar and Bonanza at any time before the Effective Time;
(b) by either Taurus, Fairstar or Bonanza, if any law or regulation is passed that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or if any injunction, order or decree enjoining Bonanza, Fairstar or Taurus from consummating the transactions contemplated by this Agreement is entered and such injunction, order or decree will become final and non-appealable, however, this provision shall not apply to terminate Part A of Section 2.2 of the Plan if such law or regulation is limited to prohibiting or making illegal only Part B of Section 2.2 of the Plan;
(c) by Bonanza if
(i) the Taurus Board or any committee thereof fails to recommend, or withdraws, modifies or changes in a manner adverse to Bonanza, its approval or recommendation of this Agreement or the Arrangement, or
(ii) through the fault of Taurus (whether by commission or omission), this Arrangement is not, on or before the 10th day before the Termination Date, submitted for the approval of the Taurus Shareholders at the Taurus Meeting,
(iii) the Taurus Board or any committee thereof shall have approved or recommended any Acquisition Proposal,
(iv) Taurus shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Acquisition Proposal,
(v) a take-over bid relating to the Taurus Shares shall have been commenced by a Person unaffiliated with Bonanza and Taurus shall not have sent to the Taurus Shareholders, within ten (10) Business Days after such take-over bid is first published, sent or given, a statement disclosing that Taurus recommends rejection of such take-over bid, or
(vi) Taurus (or any of its officers or directors) shall have provided any recommendation to the Taurus Meeting or the Court in connection with the Final Order inconsistent with a recommendation in favour of the Arrangement;
(d) by Taurus if
(i) the Bonanza Board or any committee thereof fails to recommend, or withdraws, modifies or changes in a manner adverse to Bonanza, its approval or recommendation of this Agreement or the Arrangement, or
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(ii) through the fault of Bonanza (whether by commission or omission), this Arrangement is not, on or before the 10th day before the Termination Date, submitted for the approval of the Bonanza Shareholders at the Bonanza Meeting,
(iii) the Bonanza Board or any committee thereof shall have approved or recommended any Acquisition Proposal,
(iv) Bonanza shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Acquisition Proposal,
(v) a take-over bid relating to the Bonanza Shares shall have been commenced by a Person unaffiliated with Taurus and Bonanza shall not have sent to the Bonanza Shareholders, within ten (10) Business Days after such take-over bid is first published, sent or given, a statement disclosing that Bonanza recommends rejection of such take-over bid, or
(vi) Bonanza (or any of its officers or directors) shall have provided any recommendation to the Bonanza Meeting or the Court in connection with the Final Order inconsistent with a recommendation in favour of the Arrangement;
(e) by Taurus in order to enter into a definitive written agreement with respect to a Superior Proposal, subject to compliance with §4.13 and the payment of the Termination Fee required to be paid pursuant to §6.7;
(f) by Bonanza in order to enter into a definitive written agreement with respect to a Superior Proposal, subject to compliance with §4.13 and the payment of the Termination Fee required to be paid pursuant to §6.7;
(g) by Fairstar in order to enter into a definitive written agreement with respect to a Superior Proposal, subject to compliance with §4.13 and the payment of the Termination Fee required to be paid pursuant to §6.7;
(h) by Taurus or Bonanza if Taurus Shareholders Approval is not obtained by reason of the failure to obtain the required vote at the Taurus Meeting;
(i) by Taurus or Bonanza if Bonanza Shareholders Approval is not obtained by reason of the failure to obtain the required vote at the Bonanza Meeting; or
(j) by Fairstar if Taurus and Bonanza agree to change a provision of this Agreement or the Plan which adversely affects Fairstar without Fairstar’s written consent,
in each case, before the Effective Date.
Termination Date
6.5 If the Effective Date does not occur on or before the Termination Date, this Agreement will terminate on notice by a Company to the others, provided however that the Effective Date will be deemed to have occurred if Part A of Section 2.2 of the Plan has
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completed without Part B of Section 2.2 of the Plan. The right to terminate this Agreement under this §6.5 shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Effective Date to occur on or before the Termination Date and such action or failure to act constitutes a breach of this Agreement.
Effect of Termination
6.6 If this Agreement is terminated in accordance with any of the foregoing provisions of this Article 6, no party will have any further liability to perform its obligations hereunder except as provided in §6.7 and §6.9 and as otherwise contemplated hereby, except that, unless the fee contemplated by §6.7 is actually paid, neither the termination of this Agreement nor anything contained in this §6.6 will relieve any party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.
Termination Fee and Liquidated Damages
6.7 Bonanza, Taurus and Fairstar recognize and acknowledge that each will, by reason of this Agreement, incur substantial out-of-pocket costs, forego other investment opportunities, and that it would be impracticable or extremely difficult to calculate these costs, benefits and damages. As such, Bonanza, Taurus and Fairstar hereby agree that if any of them (the “Terminating Party”) hereby terminates or otherwise fails to proceed with the arrangement in connection with a Superior Proposal, (the “Triggering Event”), then the Terminating Party must pay the other two parties (the “Non-Terminating Parties”), in proportion to the interest that their shareholders would have received in Newco had the Arrangement completed, an amount (the “Termination Fee”) in cash equal to 5% of the market capitalization of the Terminating Party, determined as of the close of business on the last business date prior to the date on which the Triggering Event occurred. Such payment shall be in immediately available funds to an account designated by the Non-Terminating Parties and must be made concurrently with such termination or failure to proceed. The Terminating Party hereby acknowledges that the Termination Fee is a payment of liquidated damages which are a genuine pre-estimate of the damages which the Non-Terminating Parties will suffer or incur as a result of the Triggering Event, giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. The Terminating Party hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the Termination Fee by the Non-Terminating Parties, the Non-Terminating Parties shall have no further claim against the Terminating Party in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude the Non-Terminating Parties from seeking injunctive relief to restrain any breach or threatened breach by the Terminating Party of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.
Waiver
6.8 At any time prior to the Effective Date, any party hereto may:
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(a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; or
(b) waive compliance with any of the agreements of the other parties or with any conditions to its own obligations, in each case only to the extent such obligations, agreements and conditions are intended for its benefit.
Bonanza and Taurus’ Rights and Obligations in the Event of a Fairstar Termination
6.9 If for any reason whatsoever Fairstar does not participate in the Arrangement then Bonanza may, notwithstanding anything else herein contained, terminate its involvement in the Arrangement as provided in this §6.9 . Such election to terminate must be made by notice in writing to Taurus within 5 days of notice from Fairstar that it will not participate in the Arrangement. If Bonanza thereupon elects to terminate, then Taurus may by election made in writing to Bonanza within the 5 days following notice of Bonanza’s termination, require that Bonanza purchase $100,000 of Units (each Unit a share and 2 year share purchase warrant) in Taurus’ capital at a price of $0.10 per Unit or such other price as the TSX-V may require.
Bonanza’s purchase of $100,000 of Units of Taurus will not release Bonanza or Taurus from liability for any breach of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.
ARTICLE 7
IMPLEMENTATION OF ARRANGEMENT AND ADDITIONAL COVENANTS
Interim Order
7.1 The notice of motion for the application for the Interim Order, which application shall be made by Bonanza by its counsel on behalf of each of Bonanza, Taurus and Fairstar, shall request that the Interim Order provide:
(a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement, the Taurus Meeting, the Bonanza Meeting and that such notices be sent to holders of Taurus Shares, Taurus Options, Taurus Warrants, Bonanza Shares, Bonanza Options and Bonanza Warrants and that such notice advises all such Persons that they have a right to be heard at the hearing for the Final Order and for the manner in which such notices are to be provided;
(b) that the Taurus Shareholders Approval and the Bonanza Shareholders Approval for the Arrangement shall be 75% of the votes cast, in person or by proxy, on the Arrangement by Taurus Shareholders and Bonanza Shareholders at their respective meetings;
(c) for the grant of Dissent Rights by each of Taurus and Bonanza to their Shareholders;
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(d) the notice of motion for the application for the Interim Order shall inform the Court that, based on the Court’s approval of the Plan of Arrangement, Newco will rely on section 3(a)(10) of the 1933 Act for an exemption from the 1933 Act registration requirements with respect to the Newco Shares, Newco Options and Newco Warrants to be issued under the Plan of Arrangement; and
(e) that, in all other respects, the terms, restrictions and conditions of the memorandum and articles of Taurus and Bonanza, including quorum requirements, shall apply in respect of the Taurus Meeting and the Bonanza Meeting.
Plans of Arrangement
7.2 The Plan of Arrangement will be on the terms set out in Schedule A to this Agreement, subject to any amendment which may be made in accordance with its terms or in accordance with the terms of this Agreement. Each Company acknowledges that Fairstar will concurrently be completing its own separate plan of arrangement under the CBCA as contemplated by §8.1 hereof and the parties will use reasonable efforts to co-ordinate and facilitate such plan (without in any way making the Plan contingent on Fairstar’s plan of arrangement or allowing the Plan to be adversely affected by it).
Final Order
7.3 Forthwith after the Shareholders Approvals, Bonanza by its counsel shall apply for the Final Order in form and substance satisfactory to Bonanza, Taurus and Fairstar, acting reasonably. The notice of motion for the application for the Final Order shall inform the Court that, based on the Court’s approval of the Plan of Arrangement, Newco will rely on section 3(a)(10) of the 1933 Act for an exemption from the 1933 Act registration requirements with respect to the securities to be received by Taurus Shareholders, the Bonanza Shareholders and the holders of the Taurus Options, the Taurus Warrants, the Bonanza Options and the Bonanza Warrants under the Plan of Arrangement. The notice of motion for the application for the Final Order shall also be included in the Joint Information Circular and shall set forth the procedures that Bonanza Shareholders and Taurus Shareholders and the holders of the Taurus Options, the Taurus Warrants, the Bonanza Options and the Bonanza Warrants must follow in order to attend and be heard at the hearing for the Final Order. To the extent practicable, the Interim Order and Final Order will be sought in conjunction with the orders to be sought by Fairstar in connection with its CBCA plan of arrangement described in §7.2.
Newco Board
7.4 Upon completion of the Arrangement, the Newco Board shall consist of the following seven persons:
| (a) | Bonanza Representatives: | |
| Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx XxXxxxxx Xxx Netolitzky |
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| (b) | Taurus Representatives: | |
| Xxx Xxx Xxx Xxxxxxx |
||
| (c) | Fairstar Representative: | |
| Xxxx X. Xxxxxxxx |
Pre-Closing
7.5 Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties hereto shall meet at the offices of Lang Xxxxxxxx LLP, Suite 1500, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 9:00 a.m. on the 2nd Business Day after the latest of the Taurus Meeting, the Bonanza Meeting and the Fairstar Meeting providing the Arrangement has been approved by the requisite majorities of their security holders (or at such other time or on such other date as they may agree) and each party shall deliver to the other party:
(a) the documents, other than the acceptance of the Final Order and Plan of Arrangement for filing by the Registrar, required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document, whether to be dated the Effective Date or not, shall be held in escrow to be released upon the acceptance of the Plan of Arrangement by the Registrar; and
(b) written confirmation as to the satisfaction or waiver by it of the conditions in its favour set out herein (other than the acceptance of the Final Order and Plan of Arrangement for filing by the Registrar).
Filing of Final Order
7.6 On the third Business Day after the Shareholder Approvals, Bonanza by its counsel shall send a certified copy of the Final Order and Plan of Arrangement to the Registrar for filing pursuant to Division 5 of the BCBCA.
Closing
7.7 The closing of the transactions contemplated herein will take place on the day following the meeting of the parties held pursuant to §7.5 at such time, or at such later date and time, as the parties will agree, at the offices of Lang Xxxxxxxx LLP, Vancouver, B.C.
Closing Documents Delivered by Taurus
7.8 On the Effective Date, Taurus will cause to be delivered to Bonanza, Newco and Fairstar:
(a) an officer’s certificate certifying the accuracy of the representations and warranties in §3.2 and the fulfilment of the covenants in §4.1 as at the Effective Date;
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(b) a legal opinion of counsel for Taurus, reasonably satisfactory in form and substance in all material respects to Bonanza and Fairstar;
(c) a certified copy of the resolution of the Taurus Board approving this Agreement;
(d) the minute books and all other books and records of Taurus and the Taurus Subsidiaries;
(e) the approval of the TSX-V to Taurus’ participation in the Arrangement;
(f) any consents required pursuant to the “change of control” clauses, if any, in those agreements described in Schedule C;
(g) a Declaration of Out of Court Settlement and a mutual release in connection with the Xxxxxxx Litigation in form and substance satisfactory to Bonanza and Fairstar acting reasonably, if FairstarSub participates in the Arrangement; and
(h) such other documents as may be requested by Bonanza, Newco or Fairstar, acting reasonably.
Closing Documents Delivered by Bonanza
7.9 On the Effective Date, Bonanza will deliver to Taurus and Newco (and Fairstar if Part B of Section 2.2 of the Plan is to complete):
(a) an officer’s certificate certifying the accuracy of the representations and warranties under §3.1 and the fulfilment of the covenants in §4.7 as at the Effective Date;
(b) a legal opinion of counsel for Bonanza, reasonably satisfactory in form and substance in all material respects to Taurus and Fairstar;
(c) a certified copy of a resolution of the Bonanza Board approving this Agreement;
(d) the approval of the TSX-V to Bonanza’s participation in the Arrangement;
(e) a copy of the Final Order filed with the Registrar;
(f) any consents required pursuant to the “change of control” clauses, if any, in those agreements described in Schedule E; and
(g) such other documents as may be requested by Taurus, Newco or Fairstar, acting reasonably.
Closing Documents Delivered by Fairstar
7.10 On the Effective Date, provided that FairstarSub’s participation in the Arrangement has not been terminated pursuant to this Agreement, Fairstar will cause to be delivered to Taurus, Bonanza and Newco:
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(a) an Officer’s Certificate certifying the accuracy of the representations and warranties in §3.3 and the fulfilment of the covenants in §4.14 as at the Effective Date;
(b) the legal opinion of counsel for Fairstar, reasonably satisfactory in form and substance in all material respects to Bonanza and Taurus;
(c) a certified copy of the resolution of the Fairstar Board and the Board of Directors of FairstarSub approving this Agreement;
(d) the approval of the TSX to Fairstar’s participation in the Arrangement;
(e) the shares of FairstarSub duly endorsed for transfer to Newco;
(f) evidence in form and substance satisfactory to Bonanza that Fairstar’s right, title and interest in the Xxxxxxx Project and the Casa Xxxxxxx Claims has been transferred to and is owned by FairstarSub;
(g) the minute books and all books and records of FairstarSub;
(h) a Declaration of Out of Court Settlement and a mutual release in connection with the Xxxxxxx Litigation in form and substance satisfactory to Taurus and Bonanza acting reasonably; and
(i) such other documents as may be requested by Taurus, Bonanza or Newco, acting reasonably.
Closing Documents Delivered by Newco
7.11 On the Effective Date, Newco shall deliver the following to Bonanza, Taurus and Fairstar, as the case may be:
(a) to each of them, a copy of a letter from:
(i) the AMF accepting or raising no objection to the completion of the Arrangement; and
(ii) a letter from the TSX-V or TSX confirming that Newco’s Shares are conditionally listed for trading on such exchange;
(b) to each of them, an officer’s certificate confirming that the Newco Board comprises the persons referred to in §7.4;
(c) to Fairstar, delivery of 12 cheques aggregating $300,000 payable to certain creditors of Fairstar disclosed on Schedule J and 6,500,000 Newco Shares registered in the name of Fairstar.
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Transmittal Letters
7.12 As soon as possible after the Effective Date, Newco shall cause Computershare to send (by first class mail) to each Person who was a holder of Taurus Shares, Taurus Warrants, Taurus Options, Bonanza Shares, Bonanza Warrants or Bonanza Options immediately prior to the Effective Date at his address shown on the Taurus or Bonanza, as the case may be, registers of shareholders, optionholders and warrantholders, a transmittal letter specifying the consideration the Person is entitled to receive pursuant to the Arrangement, if any, and shall request those Persons to, and they shall, surrender for cancellation the certificates representing their Taurus Shares, Bonanza Shares, Taurus Warrants or Bonanza Warrants, or the agreement representing their Taurus Options or Bonanza Options, held immediately prior to the Effective Date. Computershare shall, upon receipt of properly completed transmittal letters, give notice of such to Newco and Newco shall cause Computershare to mail (by first class mail) the Newco Shares, Newco Options and Newco Warrants due to the holder thereof as the case may be.
ARTICLE 8
POST-EFFECTIVE DATE MATTERS
Fairstar to Distribute Newco Shares to its Shareholders
8.1 Fairstar agrees that if FairstarSub participates in the Arrangement then on or immediately after the Effective Date, Fairstar shall distribute the Newco Shares received pursuant to the Arrangement to the Fairstar Shareholders pro rata to their holdings either by redemption of outstanding Fairstar Shares, by dividend or otherwise. Taurus and Bonanza acknowledge that Fairstar will, concurrently with the Fairstar Shareholder Approval contemplated hereby, obtain approval of Fairstar Shareholders for an arrangement with Fairstar Shareholders under the CBCA to effect such distribution. Fairstar agrees to indemnify and save harmless Newco from any cost, claim, suit or demand in connection with such distribution including, without limitation, from Fairstar Shareholders, or any taxing or Governmental Entity except that Newco will reimburse Fairstar for up to $2,500 in transfer agent costs in connection with such distribution. Fairstar further agrees that any such distribution of the Newco Shares will be made in accordance with Applicable Securities Laws.
Fairstar to Vote Newco Shares in Support of Newco Board
8.2 So long as Fairstar owns or controls any Newco Shares and without limitation, during the period until it completes its distribution of Newco Shares to the Fairstar Shareholders pursuant to §8.1, Fairstar agrees that it shall vote all such Newco Shares at any meeting of the shareholders of Newco to elect or re-elect the Newco Board as described in §7.4 provided that Fairstar may change its representatives by notice to Newco, and Newco may change its director nominees (other than the Fairstar Representative). In each case, any proposed replacement nominees must be qualified to serve as directors of Newco in accordance with the requirements of all applicable regulatory authorities.
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Fairstar to Limit Resale of Newco Shares
8.3 Fairstar agrees that pending the distribution of Newco Shares to Fairstar Shareholders, it shall not sell, transfer or otherwise dispose of a number of Newco Shares in excess of 1,625,000 shares per calendar quarter (non-cumulative) commencing on the Effective Date, without the consent of the Newco Board, which consent shall be in its sole discretion. Fairstar’s counsel shall hold all Fairstar Shares on trust terms in connection §8.2 and §8.3.
Newco to Indemnify Fairstar for Past Xxxxxxx Project Activities
8.4 Newco agrees that provided FairstarSub participates in the Arrangement, from and after the Effective Date, it shall release, remise and forever discharge Fairstar from any claim in connection with the Xxxxxxx Litigation and shall indemnify and save harmless Fairstar from any claim, cost, demand or suit arising in connection with any activities which occurred on or in connection with the Xxxxxxx Project prior to the Effective Date. Fairstar acknowledges that by selling, assigning and transferring its interest in the Shares of FairstarSub which will own the Xxxxxxx Project and Casa Xxxxxxx Claims, to Newco in connection with the Arrangement, it will have transferred and assigned any and all rights it holds in connection therewith, including any claims for damages, causes or rights of action in connection with Taurus, the Xxxxxxx Project, any Fairstar Xxxxxxx Contract, or the Casa Xxxxxxx Claims.
ARTICLE 9
GENERAL
Notice
9.1 All notices, requests, demands and other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by facsimile transmission, upon receipt of confirmation that such transmission has been received, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person. The date of receipt of any such notice or other communication if delivered personally shall be deemed to be the date of delivery thereof, if sent by mail the date of receipt thereof, or if sent by facsimile transmission the date of such transmission.
| (a) | if to Bonanza or Newco: | ||
Suite 1606 - 000 Xxxx Xxxxxxxx Xxxxxx Attention: Xxxxxx
X. Xxxxxxxxx |
|||
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| and with a copy to: | |||
| Lang Xxxxxxxx LLP | |||
| 1500 Royal Centre | |||
| 0000 Xxxx Xxxxxxx Xxxxxx | |||
| P.O. Box 11117 | |||
| Vancouver, British Columbia | |||
| V6E 4N7 | |||
| Attention: Xxxxxx Xxxx | |||
| Facsimile: (000) 000-0000 | |||
| (b) | if to Taurus: | ||
| Suite 920 - 000 Xxxx Xxxxxx | |||
| Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 | |||
| Attention: Xx. Xxxxxxx X. Xxxx, President | |||
| Facsimile: (000) 000-0000 | |||
| with a copy to: | |||
| Axium Law Group | |||
| Suite 3350 – 0000 Xxxxxxxx Xxxxxx | |||
| Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 | |||
| Attention: Xxx XxXxxx | |||
| Facsimile: (000) 000-0000 | |||
| (c) | if to Fairstar or FairstarSub: | ||
| Xxxxx 000, 000 Xxxxxxxxx Xxxx | |||
| Xxxxxx-Xxxxxx, Xxxxxx X0X 0X0 | |||
| Attention: Xxxxx Xxxxxxxx | |||
| Facsimile: (000) 000-0000 | |||
| with a copy to: | |||
| Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxx | |||
| Suite 2400 – 000 Xxx xx xx Xxxxxxxxxxx X. | |||
| Xxxxxxxx, XX X0X 0X0 | |||
| Attention: Xxxx X. Xxxxxxxx | |||
| Facsimile: (000) 000-0000 | |||
Any such notice, direction or other instrument, whether delivered or transmitted by facsimile transmission, shall be deemed to have been given at the time and on the date on which it was
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delivered to or received in the office of the addressee, as the case may be, if delivered or transmitted prior to 5:00 p.m. (at the place of the addressee) on a Business Day or, if transmitted later than that time, at 9:00 a.m. (at the place of the addressee) on the subsequent Business Day. Either party hereto may change its address for service from time to time by notice given to the other party hereto in accordance with the foregoing. Any notice, direction or other instrument delivered under this Agreement shall be signed by one or more duly authorized officers of the party delivering it.
The delivery of any notice, direction or other instrument or a copy thereof to a party hereunder shall be deemed to constitute the representation and warranty of the party who has delivered it to the other party that such delivering party is authorized to deliver such notice, direction or other instrument at such time under this Agreement (unless the receiving party has actual knowledge to the contrary) and the receiving party shall not be required to make any inquiry to confirm such authority.
Binding Effect
9.2 This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors.
Remedies
9.3 Subject to §6.7, the parties hereto acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any party or its representatives and any such breach would cause the non-breaching party irreparable harm. Accordingly, the parties hereto agree that, in the event of any breach or threatened breach of this Agreement by one of the parties, the non-breaching party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the parties.
Equitable Remedies
9.4 All covenants herein as to the enforceability of any covenant, agreement or document shall be qualified as to applicable bankruptcy and other laws affecting the enforcement of creditors’ rights generally and to the effect that specific performance, being an equitable remedy, may not be ordered by a court in any particular circumstances.
Public Statements
9.5 Except as required by Applicable Securities Laws, none of the parties hereto shall make any public announcement or statement with respect to the Arrangement or this Agreement without the approval of the other parties, such approval not to be unreasonably withheld or delayed. Moreover, in any event, each party agrees to give prior notice to the other party of any public announcement relating to the Arrangement or its affairs and agrees to consult with the other party prior to issuing any such public announcement.
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Entire Agreement
9.6 This Agreement:
(a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, between the parties hereto relating to the subject matter hereof;
(b) is not intended to confer upon any other Person any rights or remedies; and
(c) shall not be assigned by operation of law or otherwise hereunder.
Time of Essence
9.7 Time shall be of the essence of this Agreement.
Severability
9.8 If any provision of this Agreement, or the application thereof, is determined for any reason and to any extent to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons and circumstances shall remain in full force and effect, provided that the legal or economic substance of the transactions contemplated hereby is not thereby affected in a manner adverse to either party.
Counterpart Executions and Facsimile Transmissions
9.9 This Agreement may be executed in counterparts, each of which when delivered (whether in originally executed form or by facsimile transmission) shall be deemed to be an original and all of which together shall constitute one and the same document.
Expenses
9.10 Subject to §6.7, each party shall be responsible for its own expenses relating to the Arrangement including, without limitation, regulatory fees and fees of professional advisers, including legal counsel, investment bankers and auditors.
Investigation
9.11 Any investigation by a party and its advisers shall not mitigate, diminish or affect the representations and warranties of the other party contained in this Agreement or any document or certificate given pursuant thereto.
Further Assurances
9.12 The parties will do all such further acts and things and will execute such further documents and agreements as may be necessary to give effect to the terms and conditions of this Agreement.
SCHEDULE A
PLAN OF ARRANGEMENT UNDER SECTION 288 ET SEQ.
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
1. INTERPRETATION
1.1 In this Plan of Arrangement, unless the context otherwise requires, the following words and phrases shall have the meanings hereinafter set out:
(a) “Arrangement” means the arrangement under the provisions of Section 288 et seq. of the BCBCA, on the terms and conditions set forth in this Plan of Arrangement;
(b) “Arrangement Agreement” means the arrangement agreement dated for reference December 21, 2004 to which this Plan is Schedule A;
(c) “Arrangement Resolutions” means the Special Resolution of each of Bonanza Shareholders, Taurus Shareholders and the sole FairstarSub shareholder, being Fairstar, approving the Arrangement;
(d) “BCBCA” means the Business Corporations Act (British Columbia), as amended;
(e) “Bonanza” means American Bonanza Gold Mining Corp., a company governed by the BCBCA;
(f) “Bonanza Meeting” means the extraordinary general meeting of Bonanza Shareholders to be held pursuant to the Interim Order for the purpose of considering, among other things, the Arrangement Resolutions of Bonanza, including any adjournment or adjournments thereof;
(g) “Bonanza Options” means the options to acquire Bonanza Shares as described in Schedule F to the Arrangement Agreement;
(h) “Bonanza Shareholder” means a Person who is a registered holder of Bonanza Shares as shown on the share register of Bonanza and for the purposes of the Bonanza Meeting, is a registered shareholder as of the record date therefor, and for the purposes of the Arrangement, is a registered holder as at the Effective Time;
(i) “Bonanza Shares” means the Class “A” common voting shares in the capital of Bonanza as constituted on December 21, 2004;
(j) “Bonanza Warrants” means the outstanding warrants to purchase Bonanza Shares issued by Bonanza as described in Schedule F to the Arrangement Agreement;
(k) “Casa Xxxxxxx Claims” means 100% of Fairstar’s right, title and interest in and to the Xxxxxx “A”, Xxxxxx “C”, La Peltrié, La Peltrié “B” and Lanouiller claims plus the
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1% net smelter return royalty on the Xxxxxxxx claims as more particularly described in Schedule J to the Arrangement Agreement;
(l) “Computershare” means Computershare Trust Company of Canada, registrar and transfer agent for Bonanza, Taurus and Newco;
(m) “Court” means the Supreme Court of British Columbia ;
(n) “Dissent Rights” means the right to dissent to the Arrangement described in Article 3 hereof;
(o) “Dissenting Bonanza Shareholder” means a Bonanza Shareholder who has duly exercised a Dissent Right pursuant to Article 3 hereof and who is ultimately entitled to be paid the fair value of the Bonanza Shares held by such Bonanza Shareholder;
(p) “Dissenting Taurus Shareholder” means a Taurus Shareholder who has duly exercised a Dissent Right pursuant to Article 3 hereof and who is ultimately entitled to be paid the fair value of the Taurus Shares held by such Taurus Shareholder;
(q) “Effective Date” means the date on which a certified copy of the Final Order approving either Part A of Section 2.2 hereof or both Part A and Part B of Section 2.2 hereof is accepted for filing by the Registrar, thereby giving effect to this Plan of Arrangement;
(r) “Effective Time” means the time when the transactions herein will be deemed to have all completed, which shall be 2:01 p.m. (Vancouver time) on the Effective Date;
(s) “Fairstar” means Fairstar Explorations Inc.;
(t) “FairstarSub” means 0710882 B.C. Ltd., a wholly owned subsidiary of Fairstar incorporated under the BCBCA;
(u) “FairstarSub Shares” means all issued and outstanding shares of FairstarSub, which are held by the sole shareholder, Fairstar, immediately prior to completion of the Arrangement;
(v) “Xxxxxxx Project” means the gold project in Quebec held jointly by Taurus as to a 62% interest and Fairstar as to a 38% interest, as more particularly described in Schedule J to the Arrangement Agreement;
(w) “Final Order” means the final order of the Court approving this Plan of Arrangement;
(x) “Interim Order” means the interim order of the Court providing for, among other things, the calling and holding of the Bonanza Meeting and the Taurus Meeting, as such order may be amended, supplemented or varied by the Court;
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(y) “Letter of Transmittal” means the letter of transmittal form forwarded by Newco to Taurus Shareholders and to Bonanza Shareholders;
(z) “Newco” means 0710887 B.C. Ltd., a British Columbia corporation which is and will be, immediately prior to the Effective Time, wholly-owned by Bonanza;
(aa) “Newco Options” means options to purchase Newco Shares which are to be issued in exchange for Bonanza Options and Taurus Options in accordance with §2.2(e) and §2.2(f) of this Plan of Arrangement;
(bb) “Newco Shares” means common shares in the capital of Newco;
(cc) “Newco Warrants” means warrants to purchase Newco Shares which are to be issued in exchange for Bonanza Warrants and Taurus Warrants in accordance with §2.2(e) and §2.2(f) of this Plan of Arrangement;
(dd) “Person” means any individual, corporation, firm, partnership (including, without limitation, a limited partnership), sole proprietorship, syndicate, joint venture, trustee, trust, any unincorporated organization or association, any government or instrumentality thereof and any tribunal;
(ee) “Registrar” means the Registrar of Companies appointed pursuant to the BCBCA;
(ff) “Special Resolution” has the meaning set out in the BCBCA for Bonanza and Taurus, and has the meaning set out in the CBCA for Fairstar;
(gg) “Taurus” means International Taurus Resources Inc., a company governed by the BCBCA;
(hh) “Taurus Meeting” means the extraordinary general meeting of Taurus Shareholders to be held pursuant to the Interim Order for the purpose of considering, among other things, the Arrangement Resolution of Taurus, including any adjournment or adjournments thereof;
(ii) “Taurus Options” means the options to acquire Taurus Shares and those Agent’s options all as described in Schedule B to the Arrangement Agreement;
(jj) “Taurus Shareholder” means a Person who is a registered holder of Taurus Shares as shown on the share register of Taurus and for the purposes of the Taurus Meeting, is a registered shareholder as of the record date therefor, and for the purposes of the Arrangement, is a registered holder as at the Effective Time;
(kk) “Taurus Shares” means the common shares in the capital of Taurus as constituted on December 21, 2004;
(ll) “Taurus Warrants” means the outstanding warrants to purchase Taurus Shares issued by Taurus and described in Schedule B of the Arrangement Agreement.
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Interpretation Not Affected by Headings
1.2 The headings contained in this Plan of Arrangement are for reference purposes only and will not affect in any way the meaning or interpretation of this Plan of Arrangement so referenced and § followed by a number or some combination of numbers and letters refers to the section, subsection, paragraph, subparagraph, clause or subclause of this Plan of Arrangement so designated. References to Articles is to this Plan of Arrangement unless otherwise stated. The terms “this Plan of Arrangement”, “hereof” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular Article, section, subsection, paragraph, subparagraph, clause of subclause hereof and include any agreement or instrument supplemental therewith.
Governing Law
1.3 This Plan of Arrangement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
Time of Essence
1.4 Time will be of the essence of this Plan of Arrangement.
Currency
1.5 Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.
Number
1.6 In this Plan of Arrangement, unless something in the context is inconsistent therewith, words importing the singular number only will include the plural and vice versa, words importing the masculine gender will include the feminine and neuter genders and vice versa.
References to Persons
1.7 A reference to a Person includes any successor to that Person.
2. THE ARRANGEMENT
2.1 The Arrangement comprises and shall be effected as two separate and discrete series of transactions as set out in §2.2. The first discrete series of transactions are set out in Part A of §2.2 and involve Newco, Taurus and Bonanza and such transactions are not dependent on the second series of discrete transactions, which are set out in Part B of §2.2 involving Newco and FairstarSub. If for any reason the conditions for completion of Part B of §2.2 of the Arrangement as are specified herein and in the Final Order are not met, then Part A of §2.2 of the Arrangement will be completed alone and not Part B of §2.2. For greater certainty, Part B of §2.2 cannot be effected without Part A of §2.2 being completed.
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2.2 At the Effective Time, subject to the provisions of §2.1 and Article 3 hereof, the following shall occur and shall be deemed to occur in the following order without any further act or formality:
Part A
(a) each five (5) Taurus Shares held by each Taurus Shareholder (other than any Dissenting Taurus Shareholders) shall be, and be deemed to be, transferred to Newco in exchange for the issue of one (1) Newco Share;
(b) the names of the Taurus Shareholders shall be removed from the register of Taurus Shareholders and the names of the Taurus Shareholders (other than any Dissenting Taurus Shareholders) will be recorded as the holders of the Newco Shares issued to them pursuant to §2.2(a) above;
(c) each four (4) Bonanza Shares held by each Bonanza Shareholder (other than any Dissenting Bonanza Shareholders) shall be, and be deemed to be, transferred to Newco in exchange for the issue of one (1) Newco Share;
(d) the names of the Bonanza Shareholders shall be removed from the register of Bonanza Shareholders and the names of the Bonanza Shareholders (other than any Dissenting Bonanza Shareholders) will be recorded as the holders of the Newco Shares issued to them pursuant to §2.2(c) above;
(e) each four (4) Bonanza Options and each four (4) Bonanza Warrants shall be exchanged for one (1) Newco Option and one (1) Newco Warrant, respectively, which Newco Option or Newco Warrant shall entitle the holder thereof to receive, and such holder shall accept, upon the exercise thereof, in lieu of the number of Bonanza Shares that would have been issuable upon the exercise of such Bonanza Option or Bonanza Warrant, the number of Newco Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Bonanza Shares to which such holder was theretofore entitled upon such exercise. The term to expiry of such Newco Option or Newco Warrant shall be the same as is provided for in such Bonanza Option or Bonanza Warrant and the exercise consideration required to exercise each Newco Option or Newco Warrant and acquire one (1) Newco Share shall be four times the exercise consideration provided for in such Bonanza Option or Bonanza Warrant so that in each case the aggregate exercise price remains the same;
(f) each five (5) Taurus Options and each five (5) Taurus Warrants shall be exchanged for one (1) Newco Option and one (1) Newco Warrant, respectively, which Newco Option or Newco Warrant shall entitle the holder thereof to receive, and such holder shall accept, upon the exercise thereof, in lieu of the number of Taurus Shares that would have been issuable upon the exercise of such Taurus Option or Taurus Warrant, the number of Newco Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior
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to the Effective Time, such holder had been the registered holder of the number of Taurus Shares to which such holder was theretofore entitled upon such exercise. The term to expiry of such Newco Option or Newco Warrant shall be the same as is provided for in such Taurus Option or Taurus Warrant and the exercise consideration required to exercise each Newco Option or Newco Warrant and acquire one (1) Newco Share shall be five times the exercise consideration provided in such Taurus Option or Taurus Warrant so that in each case the aggregate exercise price remains the same;
(g) no fractional Newco Share nor fractional Newco Option or Newco Warrant will be issued in connection with the foregoing (after aggregating all fractional entitlements for a particular shareholder) and fractions will be rounded down to the next nearest whole Newco Share, Newco Option or Newco Warrant, as the case may be;
(h) the one share of Newco held by Bonanza, shall be, and be deemed to be transferred to Newco and returned to the treasury of Newco and cancelled, in consideration of $1.00 paid by Newco to Bonanza; and
(i) the name of Bonanza shall be removed from the register of shareholders of Newco.
Part B
Providing that Part A has completed and provided that FairstarSub has been vested in all of Fairstar’s right, title and interest in and to the Xxxxxxx Project and Casa Xxxxxxx Claims in accordance with the Arrangement Agreement, then:
(j) all the FairstarSub Shares held by Fairstar, the sole shareholder of FairstarSub, shall be, and be deemed to be, transferred to Newco;
(k) Newco shall issue to Fairstar in consideration for the transfer of the shares of FairstarSub, 6,500,000 Newco Shares and Bonanza shall, on behalf of Newco, pay certain creditors of Fairstar $300,000;
(l) the name of Fairstar shall be removed from the register of shareholders of FairstarSub and Fairstar will be recorded as the holder of the Newco Shares issued to it pursuant to §2.2(k) .
2.3 With respect to each Bonanza Share:
(a) at the Effective Time, the Bonanza Shareholder thereof will be deemed, without any further action on their part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such shares to Newco in law in accordance with §2.2; and
(b) immediately thereafter, the certificates representing the Bonanza Shares held by former Bonanza Shareholders, will be deemed to have been cancelled subsequent to their transfer to Newco and will be replaced by a single share certificate registered in the name of Newco;
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(c) Newco will be and will be deemed to be the lawful owner and transferee of all such Bonanza Shares, and the outstanding Bonanza Shares will be deemed to be cancelled and returned to the authorized but unissued capital of Bonanza. Thereafter, any director of Newco will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully effectuate the transfer and cancellations contemplated hereby.
2.4 With respect to each Taurus Share:
(a) at the Effective Time, the Taurus Shareholder thereof will be deemed, without any further action on their part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such shares to Newco in law in accordance with §2.2; and
(b) immediately thereafter, the certificates representing the Taurus Shares held by former Taurus Shareholders, will be deemed to have been cancelled subsequent to their transfer to Newco and will be replaced by a single share certificate registered in the name of Newco;
(c) Newco will be and will be deemed to be the lawful owner and transferee of all such Taurus Shares, and the outstanding Taurus Shares will be deemed to be cancelled and returned to the authorized but unissued capital of Taurus. Thereafter, any director of Newco will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully effectuate the transfer and cancellations contemplated hereby.
2.5 If Part B is completed, then with respect to each FairstarSub Share:
(a) at the Effective Time, Fairstar will be deemed, without any further action on its part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such shares to Newco in law in accordance with §2.2; and
(b) immediately thereafter, the certificates representing the FairstarSub Shares formerly held by Fairstar, will be deemed to have been cancelled subsequent to their transfer to Newco and will be replaced by a single share certificate registered in the name of Newco;
(c) Newco will be and will be deemed to be the lawful owner and transferee of all such FairstarSub Shares, and the outstanding FairstarSub Shares will be deemed to be cancelled and returned to the authorized but unissued capital of FairstarSub. Thereafter, any director of Newco will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully effectuate the transfer and cancellations contemplated hereby.
2.6 Notwithstanding that the transactions or events set out in §2.2, §2.3, §2.4 and §2.5 shall occur and shall be deemed to occur in the order therein set out without any further act or formality, each of Taurus, Bonanza, Fairstar and FairstarSub, as applicable, agree to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds,
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agreements, transfers, assurances, instruments or documents as may be required by it in order to further document or evidence any of the transactions or events set out in §2.2, §2.3, §2.4 and §2.5 including, without limitation, any resolutions of directors authorizing the issue, transfer or cancellation of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor and any necessary additions to or deletions from share registers.
3. RIGHTS OF DISSENT
3.1 Taurus Shareholders registered as such on the record date of the Taurus Meeting may exercise rights of dissent pursuant to and in the manner set forth in subsection 238(d) of the BCBCA, provided that the notice of dissent duly executed by such Taurus Shareholder is received by Taurus’s registered and records office 48 hours in advance of the time of the Taurus Meeting. Dissenting Taurus Shareholders are ultimately entitled to be paid fair value for their Taurus Shares and shall be deemed to have transferred their Taurus Shares to Taurus for cancellation immediately at the Effective Time and in no case shall Taurus be required to recognize such Persons as holding Taurus Shares after the Effective Time.
3.2 Taurus Shareholders who do not duly exercise their Dissent Right are not entitled to be paid fair value for their Taurus Shares, shall be deemed to have participated in the Arrangement on the same basis as a Taurus Shareholder who is not a Dissenting Taurus Shareholder and shall receive Newco Shares on the same basis as every other Taurus Shareholder as provided in §2.2(a) of this Plan of Arrangement.
3.3 Bonanza Shareholders registered as such on the record date of the Bonanza Meeting may exercise rights of dissent pursuant to and in the manner set forth in subsection 238(d) of the BCBCA, provided that the notice of dissent duly executed by such Bonanza Shareholder is received by Bonanza’s registered and records office 48 hours in advance of the time of the Bonanza Meeting. Dissenting Bonanza Shareholders are ultimately entitled to be paid fair value for their Bonanza Shares and shall be deemed to have transferred their Bonanza Shares to Bonanza for cancellation immediately at the Effective Time and in no case shall Bonanza be required to recognize such Persons as holding Bonanza Shares after the Effective Time.
3.4 Bonanza Shareholders who do not duly exercise their Dissent Right are not entitled to be paid fair value for their Bonanza Shares, shall be deemed to have participated in the Arrangement on the same basis as a Bonanza Shareholder who is not a Dissenting Bonanza Shareholder and shall receive Newco Shares on the same basis as every other Bonanza Shareholder as provided in §2.2(c) of this Plan of Arrangement.
4. CERTIFICATES AND DOCUMENTATION
Entitlement to Newco Certificates
4.1 After the Effective Date, and subject to §4.4, the Taurus Shareholders (other than Dissenting Taurus Shareholders) and the holders of Taurus Options and Taurus Warrants will be entitled to receive a certificate or certificates or other documentation representing their Newco Shares, Newco Options and Newco Warrants as the case may be.
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4.2 After the Effective Date, and subject to §4.4, the Bonanza Shareholders (other than Dissenting Bonanza Shareholders) and holders of Bonanza Options and Bonanza Warrants will be entitled to receive a certificate or certificates or other documentation representing their Newco Shares, Newco Options and Newco Warrants as the case may be.
4.3 After the Effective Date, Fairstar shall receive a certificate or certificates representing its Newco Shares issued pursuant to §2.2(k) .
Transmittal Letter for Common Shares Only
4.4 Where a Taurus Shareholder has delivered to Computershare the certificates representing such Taurus Shareholder’s shares, and a duly completed Letter of Transmittal, Newco will:
(a) forward or cause to be forwarded by first class insured mail to the Taurus Shareholder at the address specified in the Letter of Transmittal, if any;
(b) if requested by the Taurus Shareholder in the Letter of Transmittal, to make available at the place so designated in the Letter of Transmittal in Vancouver for pick-up by the Taurus Shareholder; or
(c) if the Letter of Transmittal neither specifies an address nor contains a request as described in §4.4(b), to forward or cause to be forwarded to the Taurus Shareholder at the address of the Taurus Shareholder as shown on the register of shareholders of Taurus;
a certificate or certificates representing the Newco Shares required to be delivered to such Taurus Shareholder pursuant to the provisions hereof.
Where a Taurus Shareholder has not delivered to Computershare the certificates representing such Taurus Shares or a duly completed Letter of Transmittal, Newco will hold the certificate or certificates representing the Newco Shares pending receipt from the Taurus Shareholder of a Letter of Transmittal and an affidavit of loss and indemnity, both satisfactory in form and substance to Newco.
4.5 Where a Bonanza Shareholder has delivered to Computershare the certificates representing such Bonanza Shareholder’s shares and a duly completed Letter of Transmittal, Newco will:
(a) forward or cause to be forwarded by first class insured mail to the Bonanza Shareholder at the address specified in the Letter of Transmittal, if any;
(b) if requested by the Bonanza Shareholder in the Letter of Transmittal, to make available at the place so designated in the Letter of Transmittal in Vancouver for pick-up by the Bonanza Shareholder; or
(c) if the Letter of Transmittal neither specifies an address nor contains a request as described in §4.5(b), to forward or cause to be forwarded to the Bonanza Shareholder at
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the address of the Bonanza Shareholder as shown on the register of shareholders of Bonanza;
a certificate or representing the Newco Shares required to be delivered to such Bonanza Shareholder pursuant to the provisions hereof.
Where a Bonanza Shareholder has not delivered to Computershare the certificates representing such Bonanza Shares or a duly completed Letter of Transmittal, Newco will hold the certificate or certificates representing the Newco Shares pending receipt from the Bonanza Shareholder of a Letter of Transmittal and an affidavit of loss and indemnity, both satisfactory in form and substance to Newco.
Termination of Rights
4.6 Any certificate formerly representing Taurus Shares that is not deposited with all other documents as provided in §4.4 on or before the sixth anniversary of the Effective Date, will cease to represent a right or claim of any kind or nature and the right of such Taurus Shareholder to receive Newco Shares will be deemed to be surrendered to Newco, together with all dividends or distributions thereon held for such holder.
4.7 Any certificate formerly representing Bonanza Shares that is not deposited with all other documents as provided in §4.5 on or before the sixth anniversary of the Effective Date, will cease to represent a right or claim of any kind or nature and the right of such Bonanza Shareholder to receive Newco Shares will be deemed to be surrendered to Newco, together with all dividends or distributions thereon held for such holder.
Distributions
4.8 Any dividends paid or distributions made in respect of the Newco Shares issued to Taurus Shareholders for which a certificate representing Newco Shares has not been delivered to such holder in accordance with §4.4 will be paid or delivered to Computershare to be held, subject to §4.6 hereof, in trust for such holder for delivery to the holder, net of all withholding and other taxes, upon delivery of the certificate representing Taurus Shares in accordance with §4.4.
4.9 Any dividends paid or distributions made in respect of the Newco Shares issued to Bonanza Shareholders for which a certificate representing Newco Shares has not been delivered to such holder in accordance with §4.5 will be paid or delivered to Computershare to be held, subject to §4.7 hereof, in trust for such holder for delivery to the holder, net of all withholding and other taxes, upon delivery of the certificate representing Bonanza Shares in accordance with §4.5.
5. AMENDMENT
5.1 Taurus, Bonanza, FairstarSub and Fairstar reserve the right to collectively amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the latest of the dates the Arrangement
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Resolutions are adopted by each of the Bonanza Shareholders, the Taurus Shareholders and Fairstar, then: (i) approved by the Court, and (ii) if the Court directs, approved by the Taurus Shareholders and the Bonanza Shareholders and Fairstar, and in any event communicated to them, and in either case in the manner required by the Court. In the event only Part A of §2.2 is completed, then the forgoing shall be read excluding any reference to Fairstar and FairstarSub.
5.2 Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by Taurus and Bonanza may be made at any time prior to or at the Taurus Meeting and the Bonanza Meeting, with or without any other prior notice or communication and, if so proposed and accepted by the Taurus Shareholders and the Bonanza Shareholders voting at the Meeting will become part of this Plan of Arrangement for all purposes.
5.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Taurus Meeting and the Bonanza Meeting will be effective only if it is consented to by each of Taurus and Bonanza if the Court so directs.
SCHEDULE B
TAURUS OPTIONS AND WARRANTS
| Options Outstanding and | ||
| Exercisable at Date of | ||
| Arrangement Agreement | Exercise Price | Expiry Date |
| 200,000 | $0.22 | April 30, 2008 |
| 250,000 | $0.10 | September 26, 2010 |
| 250,000 | $0.10 | September 10, 2011 |
| 150,000 | $0.12 | June 12, 2005 |
| 100,000 | $0.12 | June 24, 2012 |
| 3,000,000 | $0.30 | January 8, 2009 |
| 1,000,000 | $0.23 | October 25, 2009 |
| 4,950,000 |
| Agent’s Options | ||
| Outstanding and Exercisable at | ||
| Date of Arrangement Agreement | Exercise Price | Expiry Date |
| 1,390,5991 | $0.20 | December 31, 2004 |
| 172,400 | $0.20 | December 31, 2004 |
| 2,299,050 | $0.24 | June 30, 2005 |
| 175,725 | $0.24 | July 15, 2005 |
| 4,037,774 |
| 1 | Each unit consists of one common share and one share purchase warrant exercisable at $.30 until December 31, 2004. |
| Warrants Outstanding and | ||
| Exercisable at Date of | ||
| Arrangement Agreement | Exercise Price | Expiry Date |
| 16,671,901 | $0.30 | December 31, 2004 4 |
| 3,000,000 | $0.30 | December 1, 2005 |
| 2,191,7502 | $0.30 | June 30, 2005 |
| 273,2503 | $0.30 | July 15, 2005 |
| 22,136,901 |
| 2 | Or at $0.40 from July 1, 2005 to June 30, 2006. |
| 3 | Or at $0.40 from July 1, 2005 to June 30, 2006. |
| 4 | Taurus has, subject to the acceptance of the TSX-V agreed to extend the expiry date of warrants to purchase up to 16,500,000 of these shares from December 31, 2004 to December 31, 2005. |
SCHEDULE C
DISCLOSURE EXCEPTIONS OF TAURUS
| 1. | 3.2 (f) 3.2 (q) |
Taurus was investigated in 2004 by the British Columbia Securities Commission for releasing geological information that was not qualified to be released according to National Instrument 43-101. |
| 2. | 3.2 (r) 2.1(gg) (iii) |
As to matters in Schedule K affect Taurus. |
| 3. | 3.2 (r) | On December 16, 2004, Xxxx-Xxxxxx 2000 Inc. filed an action for recovery of an account before the Superior Court of Québec in the judicial district of Abitibi stating that Taurus owed it $401,907.98 for services rendered between August 2003 and November 2004 on the Xxxxxxx Project pursuant to the Underground Development and Mining Contract. The action is to be presented before a judge on February 1st, 2005. |
| 4. | 3.2 (t) 3.2 (u) 3.2 (v) |
Xxxx-Xxxxxx, an unpaid creditor has purposed to seize from the Xxxxxxx Project tangible property, including three generators in connection with his claim. |
| 5. | 3.2 (v) | Pursuant to the Loan Agreement between Taurus and Stonegate Management Limited dated December 1, 2003, as amended, Stonegate advanced the sum of US$1,000,000 (the “Loan”) to Taurus. The Loan is to be secured by an assignment of Taurus’ right, title and interest in the Xxxxxxx Project. |
| 6. | 3.2(ff) (i) | Pursuant to the service agreement between International Taurus Resources Inc. and Xxxxx Xxx Xxxxxxxx dated October 1, 2004 a termination fee is payable by Taurus in certain circumstances. |
| 7. | 3.2(ff) (i) | Pursuant to the service agreement between International Taurus Resources Inc. and Blue Heron Productions Inc. dated November 4, 2004 a termination fee is payable by Taurus in certain circumstances. |
| 3.2 (m) | Certain Taurus Warrants require notice of this transaction to be given to warrantholders. |
SCHEDULE D
TAURUS SUBSIDIARIES
As at the date of the Arrangement Agreement, the subsidiaries of Taurus were as follows:
| Name | Jurisdiction | Status |
| Taurus Resources USA, Inc. | Nevada | Inactive |
| Newco Gold Corp. | Colorado | Inactive |
| Resources Taureaux Inc. | Quebec | Inactive |
SCHEDULE E
DISCLOSURE EXCEPTIONS OF BONANZA
| 1. | 3.1 (a) | Asia Minerals (Philippines) Inc. minute book and corporate filings are not up-to-date. |
| 2. | 3.1 (f) 3.2 (o) |
Bonanza was a 1934 Act Registrant and filed until 1999 when due to lack of funds it ceased filing without the required permission. Bonanza has prepared a Form 20-F for the year ended December 31, 2003, and Form 6-Ks for 2004 to date, but has not yet filed them. |
| 3. | 3.1 (k) | Bonanza Warrants require notice of this transaction to be given to warrantholders. |
| 4. | 3.1 (o) | the grants and/or exercises of options to U.S. consultants may not have been done fully in accordance with U.S. securities laws. |
| 5. | 3.1 (dd) | Severance provisions in employment agreements with X.X. Xxxxxxxxx and X. Xxxxxx. |
SCHEDULE F
BONANZA OPTIONS AND WARRANTS
| Stock Options Outstanding and | ||
| Exercisable at date of | ||
| Arrangement Agreement | Exercise Price | Expiry Date |
| 1,600,000 | $0.15 | December 22, 2005 |
| 2,210,000 | $0.10 | March 4, 2007 |
| 3,500,000 | $0.17 | December 6, 2007 |
| 1,250,000 | $0.31 | February 24, 2008 |
| 250,000 | $0.29 | May 9, 2008 |
| *6,350,000 | $0.42 | October 27, 2008 |
| 1,550,000 | $0.30 | May 17, 2009 |
| 16,710,000 |
| Warrants Outstanding and | ||
| Exercisable at date of | ||
| Arrangement Agreement | Exercise Price | Expiry Date |
| 6,393,333 | $0.17 | October 18, 2005 |
| 3,828,867 | $0.35 | October 23, 205 |
| 20,260,714 | $0.35 | October 23, 2006 |
| 30,421,664 |
* Subject to the acceptance of the TSX-V, exercise price may be repriced to a minimum of $0.20 at Bonanza board discretion.
SCHEDULE G
TAURUS MATERIAL CONTRACTS
| 1. | Amendment to Exploration Agreement with Option to Purchase between Cyprus Canada Inc. and International Taurus Resources Inc. effective 1st day of May, 2000. |
| 2. | Amendment to the Xxxxxxxx Joint Venture Agreement among Xxxxxxxx Explorations Limited, T&H Resources Limited and Cyprus Canada Inc. effective February 16, 1995. |
| 3. | Acquisition by Cyprus Canada Inc. of the Assets of Energold Minerals, Inc./Mineraux Energold Inc. |
| 4. | Assignment and Novation Agreement between OGY Petroleums Ltd., Fairstar Explorations Inc. and Cyprus Canada Inc. made as of the 28th day of July 1995. |
| 5. | Assignment and Novation Agreement between Cyprus Canada Inc. International Taurus Resources Inc. and Fairstar Explorations Inc. made as of the 17th day of July 1998. |
| 6. | Assignment and Novation Agreement between Cyprus Canada Inc. International Taurus Resources Inc. and Fairstar Explorations Inc. made as of the 1st day of May 2000. |
| 7. | Convention d’Usinage a Forfait dated August 15, 2004 between Usine Camflo Inc. and International Taurus Resources. |
| 8. | Exploration Agreement with Option to Purchase between Cyprus Canada Inc. and International Taurus Resources Inc. made effective as of the 17th day of July 1998. |
| 9. | Exploration Licence with Option to Purchase between Autotrac Limited and ITS effective October 15, 1999. |
| 10. | Joint Venture Agreement between Xxxxxxxx Explorations Limited and T&H Resources Ltd. And Total Energold Corporation dated April 5, 1990, Amendment to the Xxxxxxxx Joint Venture Agreement effective October 26, 1992, and Amendment to Xxxxxxxx Joint Venture Agreement among Xxxxxxxx Explorations Limited, T&H Resources Limited and Cyprus Canada Inc. effective January 1, 1994. |
| 11. | Joint Venture Agreement between OGY Petroleums Ltd. And Cyprus Canada Inc. dated April 30, 1994. |
| 12. | Loan Agreement between Stonegate Management Limited and International Taurus Resources Inc. dated August 16, 2000, as subsequently amended. |
| 13. | Memorandum of Agreement between Fairstar Explorations Inc. and International Taurus Resources Inc. entered into the 10th day of July, 2002. |
| 14. | Participation Agreement made as of May 1, 1990. |
- 2 -
| 15. | Purchase Agreement made as of October 23, 1992 between Energold Minerals Inc./Mineraux Energold Inc. and Cyprus Canada Inc. |
| 16. | Option Agreement between International Taurus Resources Inc., Fairstar Explorations Inc. and Majescor Resources Inc. dated December 18, 2003. |
| 17. | Services Agreement effective October 1, 2003 between International Taurus Resources Inc. and Xxxxx xx Xxxxx. |
| 18. | Termination Agreement among Xxxxxxxx Mining Minerals Limited and Cyprus Canada Inc. dated as of October 14, 1992. |
| 19. | Service Agreement between International Taurus Resources Inc. and Xxxxx Xxx Xxxxxxxx dated October 1, 2004. |
| 20. | Service Agreement between International Taurus Resources Inc. and Blue Heron Productions Inc. dated November 4, 2004. |
| 21. | Underground Development and Mining Contract Agreement between International Taurus Resources Inc. and Xxxx-Xxxxxx 2000 Inc. effective as of September 30, 2003. |
| 22. | Warrant certificates for the Taurus Warrants listed on Schedule B. |
| 23. | Taurus Stock Option Plan. |
SCHEDULE H
BONANZA SUBSIDIARIES
As of the Effective Date, the subsidiaries of Bonanza were as follows:
| Name | Jurisdiction | Status |
| Bonanza Gold Inc. | Canada (CBCA) | Active |
| Bonanza Exploration Inc.(1) | Nevada | Active |
| Asia Minerals (Philippines) Inc. | Philippines | Inactive |
| 0710887 B.C. Ltd. (Newco) | British Columbia | Active |
Notes:
(1) Bonanza Exploration Inc. is a wholly-owned subsidiary of Bonanza Gold Inc.
SCHEDULE I
BONANZA MATERIAL CONTRACTS
| 1. | Centennial Development Company Purchase agreement dated February 13, 2002 and Final Assignment and Royalty Deed Agreement dated July 26, 2002. |
| 2. | February 26, 2002 Assignment and U.S. Bankruptcy Court Order approving sale of Copperstone property. |
| 3. | Quitclaim Deed and Reservation of Royalty entered into February 20, 2002 by and among Atlas Minerals Inc., Atlas Gold Mining Inc. and Atlas Precious Metals Inc., and Bonanza Explorations Inc. |
| 4. | Special Warranty Deed with Reservation of Royalty entered into February 20, 2002 by and among Atlas Minerals Inc., Atlas Gold Mining Inc. and Atlas Precious Metals Inc., and Bonanza Explorations Inc. |
| 5. | Amended and Restated Purchase and Sale Agreement between Arctic Precious Metals, Inc. and America Bonanza Gold Mining Corp. dated. December 6, 2000 and further amendment dated October 12, 2001. |
| 6. | Purchase and Sale Agreement dated November 23, 1999 between Arctic Precious Metals, Inc. and Asia Minerals Corp. |
| 7. | Option and Acquisition Agreement dated as of November 12, 1998 between Gold Dyke Mines, Inc. and Vengold Inc. |
| 8. | Joint Venture Agreement dated August 5, 1998 between Arctic Precious Metals, Inc. and Asia Minerals Corp. |
| 9. | Copperstone Lease/Contract effective June 12, 1995 by and between The Patch Living Trust and Royal Oak Mines (U.S.A.) Inc. |
| 10. | Warrant certificates for the Bonanza Warrants listed on Schedule F. |
| 11. | Bonanza Stock Option Plan. |
| 12. | Employment Agreement dated April 1, 2003 as amended May 31, 2004 between Bonanza and Xxxxx Xxxxxx. |
| 13. | Employment Agreement dated April 1, 2003 as amended May 31, 2004 between Bonanza and X.X. Xxxxxxxxx. |
SCHEDULE J
XXXXXXX PROJECT, CASA XXXXXXX CLAIMS, RELATED ASSETS AND
FAIRSTAR XXXXXXX CONTRACTS
Fairstar holds a 38% interest in the Joint Venture in respect of the Xxxxxxx Project including the tangible assets seized by a creditor referred to in section 2 of Schedule C.
The Joint Venture is documented by the Joint Venture Agreement dated April 30, 1994 between OGY Petroleums Ltd. and Cyprus Canada Inc., assigned and novated as to OGY to Taurus and Fairstar by agreement dated May 1, 2000 and amended by agreement dated July 10, 2002.
Fairstar owes a total of $300,000 to the following creditors in connection with borrowings to finance its interest in the Xxxxxxx Project Joint Venture. The following is a list of the outstanding creditors of Fairstar and the amounts owed to them as at the date hereof which are to be discharged by Newco from the $300,000 to be paid by Fairstar as part of the Arrangement:
| 1. | Petrovest Management VI Inc. | $ 33,333 | |
| 2. | Petrovest Management IV Inc. | $ 33,333 | |
| 3. | 000000 Xxxxxx Inc. | $ 13,333 | |
| 4. | 000000 Xxxxxx Inc. | $ 13,333 | |
| 5. | 000000 Xxxxxx Inc. | $ 13,333 | |
| 6. | 000000 Xxxxxx Inc. | $ 13,333 | |
| 7. | Rothesay Resources Inc. | $ 88,889 | |
| 8. | Xxxxx Xxxxxx | $ 22,222 | |
| 9. | Xxxxx Xxxxxxx | $ 22,222 | |
| 10. | Xxxxx Xxxxxxx | $ 11,112 | |
| 11. | 3000877 Canada Inc. | $ 13,333 | |
| 12. | 4186362 Canada Inc. | $ 22,224 |
Xxxxxxxx Royalty
Fairstar holds a 1% net smelter royalty on the 113 claims comprising the Xxxxxxxx portion of the Xxxxxxxx-Noyon Gold Project in Quebec, as more particularly described in Exhibit 3 to Schedule M, which claims are held by Taurus. The Xxxxxxxx claims that Fairstar located on the Casa Xxxxxxx Break, and all of Fairstar’s right, title, and interest in and to this royalty will be transferred to FairstarSub as part of the Casa Xxxxxxx Claims.
Reports
The following is a list of the geological reports prepared regarding the Xxxxxxx Project and the Casa Xxxxxxx Claims:
| 1. | Geospex Sciences Inc. Report on 1996-97 Winter Exploration Program July 1997 |
| 2. | Geospex Sciences Inc. Addendum to August 1997 Report |
- 2 -
| 3. | Geospex Sciences Inc. Etude géotechnique de la zone de la découverte, Propriété Xxxxxxx 1997 |
| 4. | Xxxxxxx Gut and Xxxxxx Xxx 2000 Report on Diamond Drilling Xxxxxxx “A” Property December 2000. |
| 5. | Xxxxxxx Xxx Report on the geology of the bulk sample, Xxxxxxx Gold Project August 2001 |
| 6. | B Xxxxxxx and G Xxxxxxx 1995 Xxxxxxx “A” Diamond Drill Report August 1995 |
| 7. | B Xxxxxxx and G Xxxxxxx 1996 Xxxxxxx “A” Diamond drill Report June 1996 |
| 8. | RJW Mining Consultants Report on Xxxxxxx Gold Project Ore Milling at Camflo Mill, May 30 to July 06, 2001 July 2001 |
| 9. | Xxxxxxxx Xxxxxxx Report on Bulk Sample February 5 to June 14, 2001 July 2001 |
| 10. | Xxxxx Xxxxxxx Geostatistical Study 1997 |
| 11. | Xxxxxxx Xxxxxx and X. Xxxxxxxx Geophysical Surveys Mag., EM., I.P., Val d’Or Geophysics 1995 |
| 12. | Xxxxxxx Xxxxxx Levés géophysiques Propriété Geospex Science Inc., Fairstar Explorations Inc.,Val d’Or Sagax 1997 |
| 13. | Xxxxxxxxx D. Report on Winter 1993 Xxxxxxx « A » and Xxxxxx »C » diamond drill Programs Cyprus Canada Inc. 1993 |
| 14. | Xxxxxxx Xx. Geophysical Surveys Xxxxxxx “A” Mag., EM. surveys Services Exploration Enr. 1994 |
| 15. | Guy Xxxxxxx Xxxxxxx “A” Property 1994 winter diamond drill Program and Xxxxxxx XX proposal Cyprus Canada Inc. and OGY Petroleum 1994 |
| 16. | Kenwood J. Report on Mag and EM surveys Xxxxxxx “A” Property Total Energold Corp., and Xxxxxxxx Minerals Ltd., 1991 |
| 17. | Xxxxxx P. Geophysical Survey Cyprus Canada Inc., IP Survey, Val d’Or Geophysics 1996 |
| 18. | Xxxxxx M., Xxxxxx F. Seismic Refraction Survey Xxxxxxx Discovery Geophysique GPR International Inc. 1996 |
| 19. | CHIM International Xxxxxxx Gold Pre-Feasibility Report October 1997 |
| 20. | PAH Report 2001 Xxxxxxx Gold project Resource Estimation and Scoping Study Xxxxxxx XX |
| 21. | SRK Consulting 2002, Structural Analysis of the Xxxxxxx Deposit |
- 3 -
| 22. | SRK Consulting 2003, Independent Technical Report on the Xxxxxxx Project, Quebec Canada |
| 23. | Minerals Resources Engineering; Xxxxx E Drips Xxxxxxx Pre Feasibility Study, (Several Versions, June 2003). Also Advanced Scoping Study Xxxxxxx Project June 3 2003. |
| 24. | Xxxxxxxx Xxxxxxxxx, Qualification Report on the Xxxxxxx Project, Fairstar Explorations Inc., March 2002. |
| 25. | Xxxx Xxxxxxxxx XXXXX Etude Environnemental Projet de Mise en Valeur du Gisement Xxxxxxx “A” |
| 26. | Xxxxxx X Xxxxx, Preliminary Assessment Report, Xxxxxxx Gold Project, Quebec. March 15, 2004. |
| 27. | Xxxxxxxxx Xxxxxxxx Report on 2002 Exploration Program on Xxxxxxx Project July 2003. |
| 28. | Xxxxxxxxx/ Xxxxxx Report Summer 2004, Most recent Report, Copies in Fairstar Pointe Claire office. |
SCHEDULE K
XXXXXXX LITIGATION AND OTHER LITIGATION
AFFECTING THE COMPANIES, IF ANY
| 1. | Fairstar has commenced an action in Quebec Supreme Court, Action # S.C. 000-00-000000-000, claiming that Taurus has breached the Xxxxxxx Project Joint Venture Agreement. Fairstar has obtained an injunctive order dated November 2, 2004 in connection with this action. |
| 2. | On December 16, 2004, Xxxx-Xxxxxx 2000 Inc. filed an action for recovery of an account before the Superior Court of Québec in the judicial district of Abitibi stating that Taurus owed it $401,907.98 for services rendered between August 2003 and November 2004 on the Xxxxxxx Project pursuant to the Underground Development and Mining Contract. The action is to be presented before a judge on February 1st, 2005. |
| 3. | On November 23, 2004, Taurus received a demand letter from the First Nation Abitibiwinni (Algonquin) which requested that Taurus cease all operations on the Xxxxxxx Project and commence negotiations with them regarding indemnity payables by Taurus since Trap Lines registered in the name of members of their community, and not in the name of members of the Cree Nation of Washaw Sibi Eyou (the Nation with whom Taurus is presently negotiating), will be affected by the mining operations on the Xxxxxxx Project. On December 15, 2004, Taurus’ Quebec legal counsel received a letter from the Secrétariat aux Affaires Autochtones (Québec) stating that the Government of Québec has not officially adopted a position in regard of the Xxxxx Xxxx Eyou claim (seeking recognition as a Cree Nation) and that an agreement with the Cree Nation of Xxxxx Xxxx Eyou doesn’t prevent the conclusion of any other agreement with other groups interested by Taurus’ project. On December 17, 2004, in light of the dispute between the Crees and the Algonquins, Taurus advised them that it was suspending negotiations for an indefinite period of time. |
SCHEDULE L
BONANZA MINERAL PROPERTIES AND RELATED ASSETS
America Bonanza holds interests in five mineral exploration projects (the Pamlico, Gold Bar and Belmont projects in Nevada and the Oatman and Vulture projects in Arizona) and one development project (the Copperstone Project in Arizona).
Exploration Projects
1. The Pamlico Project
The Pamlico property is located in Mineral County, 15 kilometres from Hawthorne, Nevada, United States and is comprised of 63 patented and unpatented Federal mineral claims covering 5 square kilometres as listed on the attached Exhibit 1.
2. The Gold Bar Project
The Gold Bar project covers 8.5 square kilometres are located in Eureka County in the Battle Mountain/Eureka mineral trend in east-central Nevada, United States, 50 kilometres northwest of Eureka, Nevada. The Gold Bar project is comprised of 103 patented and unpatented claims as follows:
(a) WAIT 29, 31, 33, 35, 37 and 39 patented mining claims described in patent issued by USA dated July 14, 1989 Patent No. 27-89-0038; and
(b) 9 groups of unpatented mining claims listed on the attached Exhibit 2.
3. The Oatman Project
The Oatman property is located in Mohave County in Northwest Arizona, United States and consists of 67 unpatented lode claims covering 1500 acres listed on the attached Exhibit 3.
4. Belmont Project
The Belmont project consists of 24 unpatented mineral claims covering 2.0 square kilometres located in Xxx County, Nevada listed on the attached Exhibit 4.
5. Vulture Project
The Vulture Project consists of 68 unpatented mineral claims covering 5.6 square kilometres located in Maricopy County, Arizona listed on the attached Exhibit 5.
Development Project
1. Copperstone Gold Project
The Copperstone property is located in La Paz County, Arizona, United States. The closest communities are Quartzite, located 16 kilometres to the south and Xxxxxx, located 40 kilometres
- 2 -
to the north. Phoenix is 106 kilometres east of the Copperstone property. The property is accessible from Phoenix on Interstate 10 to Quartzite and Route 95 from Quartzite. An 8 kilometre unpaved mine road connects the property to Route 95. The Copperstone property consists of 284 contiguous unpatented federal mineral claims owned by The Patch Living Trust and leased to America Bonanza for a 10 year term starting June 12, 1995, renewable by America Bonanza for one or more 10 year terms at America Bonanza’s option under the same terms and conditions. The mineral claims are as listed on the attached Exhibit 6.
Exhibit 1 to Schedule L
PAMLICO PROJECT
Unpatented lode mining claims situated within the Pamlico Mining District in Section 13 T 7 N, R 31 E and Section 18, T 7 N, R 32 E [MDBM], County of Mineral, State of Nevada
| Claim Name | Location Date | BLM Serial No. | Mineral County Records |
| NS 35 | Nov. 13, 1998 | 800195 | Book 178 Page 926 |
| NS 37 | Nov. 13, 1998 | 800197 | Book 178 Page 928 |
| NS 38 | Nov. 13, 1998 | 800198 | Book 178 Page 929 |
| NS 39 | Nov. 13, 1998 | 800199 | Book 178 Page 930 |
| NS 40 | Nov. 13, 1998 | 800200 | Book 178 Page 931 |
| NS 41 | Nov. 13, 1998 | 800201 | Book 178 Page 932 |
| NS 42 | Nov. 13, 1998 | 800202 | Book 179 Page 933 |
| NS 43 | Nov. 13, 1998 | 800203 | Book 179 Page 934 |
| NS 44 | Nov. 13, 1998 | 800204 | Book 179 Page 935 |
| NS 45 | Nov. 13, 1998 | 800205 | Book 179 Page 936 |
| NS 70 | Nov. 13, 1998 | 800230 | Book 179 Page 961 |
| NS 72 | Nov. 13, 1998 | 800232 | Book 179 Page 963 |
| NS 74 | Nov. 13, 1998 | 800234 | Book 179 Page 965 |
| NS 76 | Nov. 13, 1998 | 800236 | Book 179 Page 967 |
| NS 78 | Nov. 13, 1998 | 800238 | Book 179 Page 969 |
| NS 80 | Nov. 13, 1998 | 800240 | Book 179 Page 971 |
Total Claims: 16
- 2 -
Ns Claim Group
Unpatented lode mining claims situated in Section 13, 19
and 24 of
T 7 N, R 31 E (Mt. Diablo Meridian), Mineral County, NV
| # | CLAIM NAME | CLAIMANT | BLM NMC# | XXXXXXXXX | XXXXXX |
| 0 | Xxxxxxx | Xxxxxxx Xxxxx | 000000 | 07N31ES24 | Mineral |
| 2 | PamlicoExt | Goldyke Mines | 680529 | 07N31ES24 | Mineral |
| 0 | Xxxx Xxxxxxx | Xxxxxxx Xxxxx | 000000 | 07N31ES24 | Mineral |
| 4 | Old Faithful | Goldyke Mines | 680531 | 07N31ES24 | Mineral |
| 5 | Earty Xxxx | Goldyke Mines | 680532 | 07N31ES24 | Mineral |
| 6 | Good Hope | Goldyke Mines | 680533 | 07N31ES24 | Mineral |
| 7 | Belleview | Goldyke Mines | 680534 | 07N31ES24 | Mineral |
| 8 | Dexter | Goldyke Mines | 680535 | 07N31ES24 | Mineral |
| 9 | Gold Bar Fraction | Goldyke Mines | 680536 | 07N31ES24 | Mineral |
| 10 | Owl | Goldyke Mines | 680537 | 07N31ES24 | Mineral |
| 11 | Xxxxxx | Goldyke Mines | 680538 | 07N32ES19 | Mineral |
| 12 | Xxxxxx 2 | Goldyke Mines | 680539 | 07N32ES19 | Mineral |
| 13 | Xxxxxx 3 | Goldyke Mines | 680540 | 07N32ES19 | Mineral |
| 14 | Xxxx 5 | Goldyke Mines | 692002 | 07N32ES19 | Mineral |
| 15 | Xxxx 6 | Goldyke Mines | 692003 | 07N32ES19 | Mineral |
| 16 | Xxxx 9 | Goldyke Mines | 692006 | 07N32ES19 | Mineral |
| 17 | Xxx 2 | Goldyke Mines | 682813 | 07NE31S24 | Mineral |
| 18 | Xxx 4 | Goldyke Mines | 682815 | 07N32ES24 | Mineral |
| 19 | Xxx 6 | Goldyke Mines | 682817 | 07N31 ES13 | Mineral |
| 20 | Pam7 | Goldyke Mines | 682818 | 07N31ES13 | Mineral |
| 21 | Xxx 8 | Goldyke Mines | 682819 | 07N31ES13 | Mineral |
| 22 | Xxx 9 | Goldyke Mines | 682820 | 07N31ES13 | Mineral |
| 23 | Xxx 10 | Goldyke Mines | 682821 | 07N31ES13 | Mineral |
| 24 | Xxx 11 | Goldyke Mines | 682822 | 07N31ES13 | Mineral |
| 25 | Xxx 12 | Goldyke Mines | 682823 | 07N31ES13 | Mineral |
| 26 | Xxx 13 | Goldyke Mines | 682824 | 07N31ES13 | Mineral |
| 27 | Xxx 14 | Goldyke Mines | 682825 | 07N31ES24 | Mineral |
| 28 | Xxx 15 | Goldyke Mines | 682826 | 07N31 ES24 | Mineral |
| 29 | Pam16 | Goldyke Mines | 682827 | 07N31ES13 | Mineral |
| 30 | Pam17 | Goldyke Mines | 682828 | 07N31ES13 | Mineral |
| 31 | Pam18 | Goldyke Mines | 682829 | 07N31 ES24 | Mineral |
| 32 | Pam19 | Goldyke Mines | 682830 | 07N31ES13 | Mineral |
| 33 | Belleview Fraction | Goldyke Mines | 682842 | 07N31ES24 | Mineral |
Total Claims: 33
- 3 -
Unpatented lode mining claims situated within the Pamlico
Mining District in Section 19,
T 7 N, R 32 E [MDBM], County of Mineral, State of Nevada
| Claim Name | Location Date | BLM Serial No. | Mineral County Records |
| NS 94 | Nov. 12, 1998 | 800254 | Book 178 Page 985 |
| NS 95 | Nov. 12, 1998 | 800255 | Book 178 Page 986 |
| NS 96 | Nov. 14, 1998 | 800256 | Book 178 Page 987 |
| NS 97 | Nov. 12, 1998 | 800257 | Book 178 Page 988 |
| NS 98 | Nov. 14, 1998 | 800258 | Book 178 Page 989 |
| NS 100 | Nov. 14, 1998 | 800260 | Book 178 Page 991 |
| NS 130 | Nov. 12, 1998 | 800290 | Book 179 Page 22 |
| NS 131 | Nov. 12, 1998 | 800291 | Book 179 Page 23 |
| NS 132 | Nov. 12, 1998 | 800292 | Book 179 Page 24 |
| NS 188 | Nov. 12, 1998 | 800348 | Book 179 Page 80 |
| NS 189 | Nov. 12, 1998 | 800349 | Book 179 Page 81 |
| NS 190 | Nov. 12, 1998 | 800350 | Book 179 Page 82 |
| NS 191 | Nov. 12, 1998 | 800351 | Book 179 Page 83 |
| NS 195 | Nov. 12, 1998 | 800352 | Book 179 Page 84 |
Total Claims: 14
Exhibit 2 to Schedule L
Gold Bar Mining Properties – Eureka County, Nevada
The following unpatented lode mining claims situation in Section 4 & 5, T 22 N, R 50 E, and in Section 32, T 23 N, R 50 E (Mt. Diablo Meridian), Eureka County, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| R # 13, amended | 164135 | 201 | 557 |
| R # 13, amended | 164136 | 201 | 558 |
| R # 13, amended | 361638 | 201 | 561 |
| R # 13, amended | 361639 | 201 | 562 |
| R # 13, amended | 361640 | 201 | 563 |
| RC | 567865 | 201 | 554 |
| RD | 567866 | 201 | 555 |
| RF | 567867 | 201 | 556 |
The following unpatented lode mining claims situation in Section 4 & 5, T 22 N, R 50 E, and in Section 32 & 33, T 23 N, R 50 E (Mt. Diablo Meridian), Eureka County, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| WI 8 | 373448 | 147 | 205 |
| WI 9 | 373449 | 147 | 206 |
| WI 10 | 373450 | 147 | 207 |
| WI 12 | 373452 | 147 | 209 |
| WI 31 | 373471 | 147 | 228 |
| WI 32 | 373472 | 147 | 229 |
| WI 33 | 373473 | 147 | 230 |
| WI 34 | 373474 | 147 | 231 |
| WI 277 | 388513 | 153 | 67 |
| WI 278 | 388514 | 153 | 68 |
| WI 279 | 388515 | 153 | 69 |
| WI 280 | 388516 | 153 | 70 |
| WI 281 | 388517 | 153 | 71 |
- 2 -
The following unpatented lode mining claims situated in Sections 22, 23, 26 & 27, T 22 N, R 49 E (Mr. Diablo Meridian), Eureka County, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| Jasper 269 | 296387 | 000 | 00 |
| Xxxxxx 000, amended | 296388 | 141 | 587 |
| Jasper 271, amended | 296389 | 143 | 162 |
| Jasper 272, amended | 296390 | 143 | 164 |
| Jasper 273, amended | 296391 | 135 | 56 |
| Jasper 274, amended | 296392 | 143 | 166 |
| Jasper 276, amended | 296394 | 143 | 168 |
| Jasper 282 | 296400 | 000 | 00 |
| Xxxxxx 000, amended | 314799 | 135 | 74 |
| Jasper 283, amended | 296401 | 135 | 76 |
| Jasper 283 A | 339282 | 135 | 78 |
| Jasper 285, amended | 296403 | 135 | 80 |
| Jasper 287, amended | 296405 | 135 | 82 |
| Jasper 310, amended | 296428 | 143 | 174 |
| Jasper 312, amended | 296430 | 143 | 176 |
| Jasper 314, amended | 296432 | 135 | 92 |
| Jasper 315, amended | 296433 | 135 | 96 |
| Jasper 316, amended | 296434 | 135 | 98 |
| Jasper 317, amended | 296435 | 135 | 102 |
| Jasper 322, amended | 296439 | 135 | 110 |
| Jasper 323 | 296440 | 135 | 112 |
| Jasper 323 A | 339285 | 135 | 114 |
| Jasper 325 | 296442 | 120 | 95 |
The following unpatented lode mining claims situated in Sections 22, 23, 26 & 27, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| Jasper 275, amended | 296393 | 135 | 60 |
| Jasper 277, amended | 296395 | 135 | 64 |
| Jasper 278, amended | 296396 | 143 | 170 |
| Jasper 279, amended | 296397 | 135 | 68 |
| Jasper 280, amended | 296398 | 143 | 172 |
| Jasper 281 | 296399 | 120 | 52 |
| Jasper 281A, amended | 314798 | 135 | 72 |
| Jasper 316A, amended | 314800 | 135 | 100 |
- 3 -
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| Jasper 318, amended | 296436 | 135 | 104 |
| Jasper 319, amended | 296437 | 135 | 106 |
| Jasper 320, amended | 296438 | 135 | 108 |
| Jasper 364A, amended | 314801 | 135 | 124 |
The following unpatented lode mining claims situation in Section 26, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| WAH 22, amended | 293570 | 128 | 297 |
| WAH 23, amended | 293571 | 128 | 298 |
The following unpatented lode mining claims situation in Sections 26 & 27, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| WAH 24, amended | 293572 | 143 | 159 |
| WAH 25, amended | 293573 | 143 | 160 |
| WAH 26, amended | 293574 | 128 | 301 |
| WAH 27, amended | 293575 | 143 | 161 |
| WAH 28, amended | 293576 | 128 | 303 |
| WAH 30, amended | 293578 | 128 | 305 |
| WAH 32, amended | 293580 | 128 | 307 |
| WAH 34, amended | 293582 | 128 | 309 |
| WAH 36, amended | 293584 | 128 | 311 |
| WAH 38, amended | 293586 | 128 | 313 |
| WAH 40, amended | 293588 | 128 | 315 |
| WAH 42, amended | 293589 | 128 | 316 |
The following unpatented lode mining claims situation in Sections 22, 23, 24, 25 and 27, T 22 N, R 49 E (Mt. Diablo Meridian), Eureka, Nevada:
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| GB 1 | 850996 | 365 | 7 |
| GB 2 | 850997 | 365 | 8 |
| GB 3 | 850998 | 365 | 9 |
| GB 4 | 850999 | 365 | 10 |
- 4 -
| Eureka County Records | |||
| Claim Name | BLM/NMC# | Book | Page |
| GB 5 | 851000 | 365 | 11 |
| GB 7 | 851001 | 365 | 12 |
| GB 9 | 851002 | 365 | 13 |
| GB 11 | 851003 | 365 | 14 |
| GB 19 | 851004 | 365 | 15 |
| GB 20 | 851005 | 365 | 16 |
| GB 21 | 851006 | 365 | 17 |
| GB 22 | 851007 | 365 | 18 |
| GB 23 | 851008 | 365 | 19 |
| GB 24 | 851009 | 365 | 20 |
| GB 25 | 851010 | 365 | 21 |
| GB 26 | 851011 | 365 | 22 |
| GB 27 | 851012 | 365 | 23 |
| GB 28 | 851013 | 365 | 24 |
| GB 29 | 851014 | 365 | 25 |
| GB 30 | 851015 | 365 | 26 |
| GB 31 | 851016 | 365 | 27 |
| GB 32 | 851017 | 365 | 28 |
| GB 33 | 851018 | 365 | 29 |
| GB 34 | 851019 | 365 | 30 |
| GB 35 | 851020 | 365 | 33 |
| GB 36 | 851021 | 365 | 32 |
| GB 37 | 851022 | 365 | 33 |
| GB 38 | 851023 | 365 | 34 |
| GB 39 | 851024 | 365 | 35 |
| GB 40 | 851025 | 365 | 36 |
| GB 41 | 851026 | 365 | 37 |
| GB 42 | 851027 | 365 | 38 |
| GB 43 | 851028 | 365 | 39 |
Exhibit 3 to Schedule L
Oatman Properties – Mohave County, Arizona
The following unpatented lode mining claims situated in Sections 3, 4, 9 and 10 in T 19 N, R 00 X (Xxxx & Xxxx Xxxxx Xxxxxxxx), Xxxxxx Xxxxxx, Xxxxxxx:
| Claim Name | BLM/AMC # | Maricopa Co. Recordation # |
| OAT1 | 358874 | 03-103694 |
| OAT2 | 358875 | 01-103695 |
| OAT3 | 358876 | 03-103696 |
| OAT4 | 358877 | 01-103697 |
| OAT5 | 358878 | 03-103698 |
| OAT6 | 358879 | 01-103699 |
| OAT7 | 358880 | 03-103700 |
| OAT8 | 358881 | 01-103701 |
| OAT9 | 358882 | 03-103702 |
| OAT10 | 358883 | 01-103703 |
| OAT11 | 358884 | 03-103704 |
| OAT12 | 358885 | 01-103705 |
| OAT13 | 358886 | 03-103706 |
| OAT14 | 358887 | 01-103707 |
| OAT15 | 358888 | 03-103708 |
| OAT16 | 358889 | 01-103709 |
| OAT17 | 358890 | 03-103710 |
| OAT18 | 358891 | 01-103711 |
| OAT29 | 358892 | 03-103712 |
| OAT30 | 358893 | 01-103713 |
| OAT31 | 358894 | 03-103714 |
| OAT32 | 358895 | 01-103715 |
| OAT33 | 358896 | 03-103716 |
| OAT34 | 358897 | 01-103717 |
| OAT35 | 358898 | 03-103718 |
| OAT36 | 358899 | 01-103719 |
| OAT37 | 358900 | 03-103720 |
| OAT38 | 358901 | 01-103721 |
| OAT39 | 358902 | 03-103722 |
| OAT40 | 358903 | 01-103723 |
| OAT41 | 358904 | 03-103724 |
| OAT42 | 358905 | 01-103725 |
| OAT43 | 358906 | 03-103726 |
| OAT44 | 358907 | 01-103727 |
| OAT45 | 358908 | 03-103728 |
| OAT46 | 358909 | 01-103729 |
| OAT47 | 358910 | 03-103730 |
- 2 -
| Claim Name | BLM/AMC # | Maricopa Co. Recordation # |
| OAT48 | 358911 | 01-103731 |
| OAT49 | 358912 | 03-103732 |
| OAT50 | 358913 | 01-103733 |
| OAT51 | 358914 | 03-103734 |
| OAT52 | 358915 | 01-103735 |
| OAT53 | 358916 | 03-103736 |
| OAT54 | 358917 | 01-103737 |
| OAT55 | 358918 | 03-103738 |
| OAT56 | 358919 | 01-103739 |
| OAT57 | 358920 | 03-103740 |
| OAT58 | 358921 | 01-103741 |
| OAT59 | 358922 | 03-103742 |
| OAT60 | 358923 | 01-103743 |
| OAT61 | 358924 | 03-103744 |
| OAT62 | 358925 | 01-103745 |
| OAT63 | 358926 | 03-103746 |
| OAT64 | 358927 | 01-103747 |
| OAT65 | 358928 | 03-103748 |
| OAT66 | 358929 | 01-103749 |
| OAT67 | 358930 | 03-103750 |
| OAT68 | 358931 | 01-103751 |
| OAT69 | 358932 | 03-103752 |
| OAT70 | 358933 | 01-103753 |
| OAT71 | 358934 | 03-103754 |
| OAT72 | 358935 | 01-103755 |
| OAT73 | 358936 | 03-103756 |
| OAT74 | 358937 | 01-103757 |
| OAT75 | 358938 | 03-103758 |
| OAT76 | 358939 | 01-103759 |
| OAT77 | 358940 | 03-103760 |
Exhibit 4 to Schedule L
Belmont Properties – Xxx County, Nevada
The following unpatented lode mining claims situated in Sections 31 in T 9 N, R 46 E, Section 36 in T 9 N, 4 45 E, Section 1 T 8 N, R 45 E, and Section 6 T 8 N, R 46 E (MDB&M Meridian), Xxx County, Nevada:
| Claim Name | BLM/AMC # | Xxx Co. Recordation # |
| TV1 | 862318 | 582882 |
| TV2 | 862319 | 582883 |
| TV3 | 862320 | 582884 |
| TV4 | 862321 | 582885 |
| TV5 | 862322 | 582886 |
| TV6 | 862323 | 582887 |
| TV7 | 862324 | 582888 |
| TV8 | 862325 | 582889 |
| TV9 | 862326 | 582890 |
| TV10 | 862327 | 582891 |
| TV11 | 862328 | 582892 |
| TV12 | 862329 | 582893 |
| TV13 | 862330 | 582894 |
| TV14 | 862331 | 582895 |
| TV15 | 862332 | 582896 |
| TV16 | 862333 | 582897 |
| TV17 | 862334 | 582898 |
| TV18 | 862335 | 582899 |
| TV19 | 862336 | 582900 |
| TV20 | 862337 | 582901 |
| TV21 | 862338 | 582902 |
| TV22 | 862339 | 582903 |
| TV23 | 862340 | 582904 |
| TV24 | 862341 | 582905 |
Total: 24 Claims
Exhibit 5 to Schedule L
Vulture Properties – Maricopa County, Arizona
The following unpatented lode mining claims situated in Sections 6 in T 5 N, R 5 W, Section 31 in T 6 N, R 0 X (Xxxx & Xxxx Xxxxx Xxxxxxxx), Xxxxxxxx Xxxxxx, Xxxxxxx:
| Claim Name | BLM/AMC # | Maricopa Co. Recordation # |
| V1 | 361462 | 2004-0581201 |
| V2 | 361463 | 2004-0581202 |
| V3 | 361464 | 2004-0581203 |
| V4 | 361465 | 2004-0581204 |
| V5 | 361466 | 2004-0581205 |
| V6 | 361467 | 2004-0581206 |
| V7 | 361468 | 2004-0581207 |
| V7A | 361469 | 2004-0581208 |
| V8 | 361470 | 2004-0581209 |
| V9 | 361471 | 2004-0581210 |
| V10 | 361472 | 2004-0581211 |
| V11 | 361473 | 2004-0581212 |
| V12 | 361474 | 2004-0581213 |
| V13 | 361475 | 2004-0581214 |
| V14 | 361476 | 2004-0581215 |
| V15 | 361477 | 2004-0581216 |
| V16 | 361478 | 2004-0581217 |
| V17 | 361479 | 2004-0581218 |
| V18 | 361480 | 2004-0581219 |
| V19 | 361481 | 2004-0581220 |
| V20 | 361482 | 2004-0581221 |
| V21 | 361483 | 2004-0581222 |
| V22 | 361484 | 2004-0581223 |
| V23 | 361485 | 2004-0581224 |
| V24 | 361486 | 2004-0581225 |
| V25 | 361487 | 2004-0581226 |
| V26 | 361488 | 2004-0581227 |
| V27 | 361489 | 2004-0581228 |
| V28 | 361490 | 2004-0581229 |
| V29 | 361491 | 2004-0581230 |
| V30 | 361492 | 2004-0581231 |
| V31 | 361493 | 2004-0581232 |
| V32 | 361494 | 2004-0581233 |
| V33 | 361495 | 2004-0581234 |
| V34 | 361496 | 2004-0581235 |
| V35 | 361497 | 2004-0581236 |
- 2 -
| Claim Name | BLM/AMC # | Maricopa Co. Recordation # |
| V36 | 361498 | 2004-0581237 |
| V37 | 361499 | 2004-0581238 |
| V38 | 361500 | 2004-0581239 |
| V39 | 361501 | 2004-0581240 |
| V40 | 361502 | 2004-0581241 |
| V41 | 361503 | 2004-0581242 |
| V42 | 361504 | 2004-0581243 |
| V43 | 361505 | 2004-0581244 |
| V44 | 361506 | 2004-0581245 |
Total: 45 Claims
| Claim Name | BLM/AMC # | Maricopa Co. Recordation # |
| V45 | 2004-0930569 | |
| V46 | 2004-0930570 | |
| V47 | 2004-0930571 | |
| V48 | 2004-0930572 | |
| V49 | 2004-0930573 | |
| V50 | 2004-0930574 | |
| V51 | 2004-0930575 | |
| V52 | 2004-0930576 | |
| V53 | 2004-0930577 | |
| V54 | 2004-0930578 | |
| V55 | 2004-0930579 | |
| V56 | 2004-0930580 | |
| V57 | 2004-0930581 | |
| V58 | 2004-0930582 | |
| V59 | 2004-0930583 | |
| V60 | 2004-0930584 | |
| V61 | 2004-0930585 | |
| V62 | 2004-0930586 | |
| V63 | 2004-0930587 | |
| V64 | 2004-0930588 | |
| V65 | 2004-0930589 | |
| V66 | 2004-0930590 | |
| V67 | 2004-0930591 |
Total: 23 Claims
Exhibit 6 to Schedule L
Copperstone Project
The following unpatented lode mining claims are situated in Sections 6-10, 15-23, Township 6 North, Range 19 West; Xxxxxxxx 0, 0, 00-00, 00-00, Xxxxxxxx 0 Xxxxx, Xxxxx 20 West; Xxxxxxxx 00, 00, 00, Xxxxxxxx 0 Xxxxx, Xxxxx 20 West; Section 19, Township 7 North, Range 19 West, GSRM, La Paz County, Arizona, the location notices of which are of record in the office of the Recorder of La Paz County and the Arizona State Office of the Bureau of Land Management as follows:
| Recordation | ||||
| Name of Claim | Book | Page | Amended Recordation Instrument |
BLM Serial Number (AMC) |
| Iron Reef #1-10 | 1168 | 69-88 | 105953-105962 | |
| Copperstone # 1-14 | 1128 | 65-80 | 00-0000-0000 | 91283-91296 |
| Xxxxxxxxxxx # 00-00 | 1129 | 627-632 | 00-0000-0000 | 88612-88614 |
| Xxxxxxxxxxx # 00-00 | 1131 | 294-309 | 00-0000-0000 | 95246-95257 |
| Xxxxxxxxxxx # 00-00 | 1151 | 145-157 | 00-0000-0000 | 98423-98433 |
| Xxxxxxxxxxx # 00-00 | 1152 | 181-205 | 00-0000-0000 | 98957-98969 |
| Xxxxxxxxxxx # 00-00 | 1152 | 763-770 | 00-0000-0000 | 98970-98973 |
| Xxxxxxxxxxx # 00-00 | 1152 | 771-779 | 00-0000-0000 | 98974-98978 |
| Copperstone # 63 | 1152 | 781 | 86-2362 | 98979 |
| Xxxxxxxxxxx # 00-00 | 1173 | 716-719 | 00-0000-0000 | 108058-108059 |
| Copperstone # 101-115 | 1254 | 76-105 | 00-0000-0000 | 144884-144898 |
| Copperstone # 116A | 1254 | 107 | 86-2380 | 144899 |
| Copperstone # 117-120 | 1254 | 109-115 | 00-0000-0000 | 44900-144903 |
| Copperstone # 122-127 | 1254 | 119-129 | 00-0000-0000 | 144905-144910 |
| Copperstone # 129-131 | 1254 | 133-138 | 00-0000-0000 | 144912-144914 |
| Copperstone # 132-133 | 1254 | 139-140 | 00-0000-0000 | 144915-144916 |
- 2 -
| Recordation | ||||
| Name of Claim | Book | Page | Amended Recordation Instrument |
BLM Serial Number (AMC) |
| Copperstone # 134 | 1254 | 142 | 86-2396 | 144917 |
| Copperstone # 136-139 | 1254 | 147-154 | 00-0000-0000 | 144919-144944 |
| Copperstone # 162.171 | 276 | 349-371 | 86-2423-2432 | 164418-164427 |
| Copperstone # 172A | 1276 | 373 | 86-2433 | 164428 |
| Copperstone # 183A | 1276 | 395 | 86-2434 | 164439 |
| Copperstone # 184-191 | 1276 | 397-410 | 00-0000-0000 | 164440-164447 |
| Copperstone # 192A | 1276 | 412 | 86-2443 | 164448 |
| Copperstone # 210-315 | 1276 | 448-658 | 00-0000-0000 | 164466-164571 |
| Copperstone # 316-328 | 84-2460-2472 | 00-0000-0000 | 220648-220660 | |
| Copperstone # 329-339 | 86-4548-4558 | 260459-260469 | ||
SCHEDULE M
TAURUS MINERAL PROPERTIES AND RELATED ASSETS
MINERAL PROPERTIES
Xxxxxxx Gold Project, Quebec
The Xxxxxxx Gold Project, which is exploring the 454-claim Xxxxxxx property, is located about 000 xxxxxxxxxx xxxxxxxxx xx Xxxxxxxx, Xxxxxx in the productive Casa Xxxxxxx greenstone gold district. The project is a joint venture between International Taurus Resources Inc (TSX Venture Exchange: ITS) and Fairstar Explorations Inc. Taurus is manager of the Xxxxxxx Project and has a 62 percent interest in the joint venture. A feasibility study and mining test is planned that will include the construction of underground workings, which will extract a minimum of 92,000 tonnes of mineralization in a mining test and define additional gold resources for the long-term development of the project.
Cyprus Canada Inc discovered the Xxxxxxx gold deposit in 1993. Through 0000, Xxxxxx and Fairstar expended in excess of $8 million on the Xxxxxxx Project. The work included extensive drilling and the preparation of an open-pit mine prefeasibility study. Cyprus withdrew from Canada and the gold business in 1998 and Taurus purchased Cyprus' remaining Canadian properties, which included Xxxxxxx and other Casa Xxxxxxx properties. Taurus re-evaluated previous work at Xxxxxxx and determined that underground exploitation appears to offer the best potential to develop a very profitable mining venture. Since 1999, the venture has spent more than $7 million on additional drilling, bulk sampling, underground development and resource assessment.
To date, more than 300 diamond-drill holes have been completed at Xxxxxxx. Every drill hole has intersected gold mineralization or related alteration. More than half of the holes intersect and define the high-grade gold deposit in the Discovery Area, which is at least 300 metres in length, 75 metres in width and 300 metres in depth. SRK Consulting prepared an independent technical report that includes a gold-resource estimate of more than 31,000 ounces in an area within 50 metres of the surface in the central part of the Discovery Area. The upper 110 metres of the Discovery Area have the potential to produce 125,000 to 150,000 ounces of gold. This number is an internal Taurus estimate based on recent Taurus exploration and on historical Cyprus and Fairstar data. The deposit is open along strike and down dip.
A bulk-sample program has provided the direct mining experience necessary to develop an economic mine plan. The metallurgical response of the mineralization to the conventional cyanidation mill flow sheet was as predicted in previous tests, with an excellent gold recovery of over 97 percent. Production from the bulk sample totaled approximately 14,000 tonnes milled, producing 4,339 ounces of gold. The underground development was started in October 2003, and site facilities and a full camp have been built. More than 250 metres of ramp and 550 metres of underground development have been accomplished since that time. The ramp has advanced to the 5195 elevation (55 metres below surface).
Xxxxxxx Project claims are listed in Exhibit 1 to Schedule M.
- 2 -
Martiniere Property, Quebec
The Martiniere property is located mainly in Martiniere Township, Quebec, 600 kilometres northwest of Montreal. Taurus' Xxxxxxx Gold Project is 30 kilometres to the east. Taurus owns 100 percent, subject to a 2 percent Net Smelter Returns royalty, of the 182 contiguous unpatented Martiniere claims (5,456 hectares). Improved roads service the general area. A growing network of timber roads is providing better access to the property. Winter roads are generally used for exploration. Following a program of geophysical surveying, Cyprus Canada Inc drilled two diamond drill holes on the property totalling 310.5 metres. The second hole, MD97-02, intersected massive to semi-massive pyrite mineralization over 13 metres with tourmaline and strong carbonate, sericite, silicification and fuchsite alteration throughout the hole. Several Taurus holes drilled in 1999 and 2000 expand the original Cyprus discovery to over a 400-metre strike length. Twenty-one drill holes, totalling 3,807 metres and completed by Taurus, indicate widespread gold mineralization and suggest that the higher-grade mineralization is contained in shoots of limited strike length, similar to the occurrence at Taurus' Xxxxxxx project.
The list of Martiniere claims are listed in Exhibit 2 to Schedule X.
Xxxxxxxx-Noyon Gold Project, Quebec
The Xxxxxxxx-Noyon Gold Project is located Noyon Township, Quebec, 00 xxxxxxxxxx xxxxx xx Xxxxxxxx, Xxxxxx. Access to paved highway 109, as it passes north to Matagami, is by approximately five kilometres of all-weather forestry roads. The property covers the eastern extension of Agnico Eagle's Xxxxx deposit and it is on the Casa Xxxxxxx Break or deformation zone, which hosts the Agnico Eagle, Vior, Golden Hope and Golden Knight deposits. The project property consists of two contiguous claim blocks; the 113-claim, 1600-hectare Xxxxxxxx block and the contiguous 114 claim, 2,000-hectare Noyon block. International Taurus acquired the Cyprus Canada 75-percent interest in the Xxxxxxxx-Noyon project in 2000. A 25-percent carried interest remains in the hands of Xxxxxxxx Exploration Ltd. On the Xxxxxxxx block, there is a 5 percent Net Smelter Return royalty, which can be bought down to 4 percent. There is a 2 percent Net Smelter Return royalty on the Noyon block.
Previous work on the Xxxxxxxx portion of the property includes a regional AEM helicopter-borne survey totaling 2,440 line-kilometres, a 100-metre-spaced grid ground magnetic and HELM surveys and a 400-metre-spaced IP survey. Seventy reverse circulation drill holes and 145 diamond drill holes totaling 29,000 metres have been completed. Five zones of gold mineralization, related to volcanic-sedimentary rock contacts, have been identified.
Cyprus calculated a Xxxxxxxx property "geological resource" of 18.2 million tonnes grading 1.48 grams of gold per tonne. From context, it cannot be determined if this "geological resource" is equivalent to any NI 43-101-compliant resource. This information is presented only in a historical context and should not be relied upon by the public. Preliminary metallurgical tests recovered 91.7 percent of the gold in a flotation concentrate. Two direct cyanide tests recovered 84 and 54 percent of the gold but only with a fine grind. Work has not progressed sufficiently on the Noyon portion of the property to calculate a resource. However, several high-quality drilling targets have been outlined with geochemical and geophysical surveys.
- 3 -
Property claims are listed in Exhibit 3 to Schedule M.
The Taurus property, Cassiar, British Columbia
The Taurus Gold Project, located in the Cassiar gold camp directly on paved Xxxxxxx 00 about six kilometres east of the Cassiar town site, northern British Columbia, is a recently discovered disseminated gold deposit. Taurus owns 100 percent of the 46 claims on which are located the 88 Hill, 88 West and Highway Zones of the deposit and the past producing Sable, Plaza and Taurus mines. Ten claims in the area of the mines, which are east of the main Taurus Gold Project mineralization, are subject to a 2.5 percent Net Smelter Return royalty. Mine and drilling roads access the mineralized area and there are excellent service facilities nearby. The area is on the Arctic slope with elevations ranging from 1,000 to 2,150 metres. There are no extraordinary environmental problems.
The Taurus Project gold deposit is centred on 88 Hill, a low rise in the valley bottom bounded on the north by the Cassiar highway. Six geographic zones make up the area of the deposit. These are 88 Hill, 88 West, Highway, Plaza mine, Sable mine and Taurus mine. The best-defined portion of the deposit is in the 88 Hill zone. The mineralization consists of a gold-quartz-pyrite association. This occurs at the surface and extends down through about 100 metres of basalt. The configuration of the 88 Hill mineralization is such that it could be placed in production, as a start-up operation for the entire deposit, and economically bulk mined with open-pit methods.
After overseeing a year's exploration work, including geochemistry, geophysics, geology and 83 drill holes (about 13,500 metres of drilling), Cyprus initially calculated an "inferred, geological, uncut and undiluted resource" of 28.4 million tonnes grading 1.36 grams of gold per tonne. From context, it cannot be determined if this "inferred, geological, uncut and undiluted resource" is equivalent to a NI 43-101-compliant inferred resource. This information is presented only in a historical context and should not be relied upon by the public.
The claims are listed in Exhibit 4 to Schedule M.
Northshore Property, Schreiber, Ontario
The Northshore Gold Project consists of 522.3 patented acres in Xxxxxx Township on Lake Superior’s Worthington Bay about five kilometres south of Schreiber, Ontario. Schreiber is on Trans Canada Highway 17 and has an airport for charter service. Access to the property is by the Worthington Bay Road, an unimproved gravel road that traverses five kilometres from Highway 17 to the lake shore and once served the property’s mining and mill operations. Other mining roads extend to recent areas of stripping and drilling. The area is one of Ontario’s oldest gold camps, which was well known for its free gold in quartz veins. Previous work by Noranda Inc., Santa Fe Minerals Inc. and Cyprus Canada Inc. on the Northshore property has shown potential for high-grade vein and bulk mineable deposits.
The patented claims are listed in Exhibit 5 to Schedule M.
- 4 -
ASSETS AND PROPERTIES
Casa Xxxxxxx Airborne Geophysical Survey & Exploration Portfolio
International Taurus Resources Inc reached an agreement in 1998 to acquire the Casa Xxxxxxx, Quebec Exploration Portfolio from Cyprus Canada Inc. In all, the package consists of the rights to an ultra-high-resolution helicopter geophysical survey, which is valued at $1.5 million, and several early-stage exploration properties. The general area of the geophysical survey and exploration portfolio is in the northern Casa Xxxxxxx portion of the Abitibi greenstone belt of northwestern Quebec, approximately 600 kilometres northwest of Montreal and including the highly prospective area between the Detour Lake mine, Matagami, Joutel and Normetal. The survey area is prospective for three deposit types: gold, volcanogenic massive sulfide, and diamond-bearing kimberlite.
The survey is augmented by a full digital compilation of all drill holes, ground geophysics and assessment reports in the region. These proprietary compilation products make it possible to correlate geology with geophysical response throughout the survey area.
The claims related to this asset are listed in Exhibit 6 to Schedule M.
Exhibit 1 to Schedule M
Xxxxxxx Gold Project
Xxxxxxx A
| Claim No. | Expiry Date | Claim No. | Expiry Date |
| 4443191 | April 14, 2007 | 5071480 | March 4, 2007 |
| 4443192 | April 14, 2007 | 5071486 | March 4, 2007 |
| 4443193 | April 14, 2007 | 5121471 | May 19, 2006 |
| 4443194 | April 14, 2007 | 5121472 | May 19, 2006 |
| 4443202 | April 15, 2007 | 5121473 | May 19, 2006 |
| 4443204 | April 15, 2007 | 5121474 | May 19, 2006 |
| 4443205 | April 15, 2007 | 5121475 | May 19, 2006 |
| 4443211 | April 15, 2007 | 5121476 | May 19, 2006 |
| 5009061 | January 30, 2006 | 5121477 | May 19, 2006 |
| 5009062 | January 30, 2006 | 5121478 | May 19, 2006 |
| 5009063 | January 30, 2006 | 5121479 | May 19, 2006 |
| 5009240 | January 30, 2006 | 5121480 | May 19, 2006 |
| 5009250 | January 30, 2006 | 5121481 | May 19, 2006 |
| 5009749 | January 30, 2006 | 5121482 | May 19, 2006 |
| 5009769 | January 30, 2006 | 5121483 | May 19, 2006 |
| 5009770 | January 30, 2006 | 5121484 | May 19, 2006 |
| 5009806 | January 30, 2006 | 5121485 | May 19, 2006 |
| 5009807 | January 30, 2006 | 5121486 | May 19, 2006 |
| 5009808 | January 30, 2006 | 5121487 | May 19, 2006 |
| 5009809 | January 30, 2006 | 5121488 | May 19, 2006 |
| 5009810 | January 30, 2006 | 5121489 | May 19, 2006 |
| 5009856 | January 30, 2006 | 5121490 | May 19, 2006 |
| 5009857 | January 30, 2006 | 5121491 | May 19, 2006 |
| 5009858 | January 30, 2006 | 5121492 | May 19, 2006 |
| 5009859 | January 30, 2006 | 5121493 | May 19, 2006 |
| 5009860 | January 30, 2006 | 5121494 | May 19, 2006 |
| 5009861 | January 30, 2006 | 5121495 | May 19, 2006 |
| 5009862 | January 30, 2006 | 5121496 | May 19, 2006 |
| 5009863 | January 30, 2006 | 5121497 | May 19, 2006 |
| 5009864 | January 30, 2006 | 5121498 | May 19, 2006 |
| 5009865 | January 30, 2006 | 5121499 | May 19, 2006 |
| 5009866 | January 30, 2006 | 5121500 | May 19, 2006 |
| 5069533 | March 18, 2007 | 5121501 | May 19, 2006 |
| 5071473 | March 4, 2007 | 5121502 | May 19, 2006 |
| 5071474 | March 4, 2007 | 5121503 | May 19, 2006 |
| 5071475 | March 4, 2007 | 5121504 | May 19, 2006 |
| 5071478 | March 4, 2007 | 5121505 | May 19, 2006 |
| 5071479 | March 4, 2007 | 5121506 | May 19, 2006 |
- 2 -
| Claim No. | Expiry Date | Claim No. | Expiry Date |
| 5121507 | May 19, 2006 | 5121561 | June 21, 2006 |
| 5121508 | May 19, 2006 | 5121562 | June 21, 2006 |
| 5121509 | May 19, 2006 | 5121563 | June 21, 2006 |
| 5121510 | May 19, 2006 | 5121564 | June 21, 2006 |
| 5121511 | May 19, 2006 | 5121565 | June 21, 2006 |
| 5121512 | May 19, 2006 | 5121566 | June 21, 2006 |
| 5121513 | May 19, 2006 | 5121567 | June 21, 2006 |
| 5121516 | June 21, 2006 | 5121568 | June 21, 2006 |
| 5121517 | June 21, 2006 | 5121569 | June 21, 2006 |
| 5121518 | June 21, 2006 | 5121570 | June 21, 2006 |
| 5121519 | June 21, 2006 | 5121571 | June 21, 2006 |
| 5121520 | June 21, 2006 | 5121572 | June 21, 2006 |
| 5121528 | June 21, 2006 | 5121573 | June 21, 2006 |
| 5121529 | June 21, 2006 | 5121574 | June 21, 2006 |
| 5121530 | June 21, 2006 | 5121575 | June 21, 2006 |
| 5121531 | June 21, 2006 | 5121576 | June 21, 2006 |
| 5121532 | June 21, 2006 | 5121577 | June 21, 2006 |
| 5121533 | June 21, 2006 | 5121578 | June 21, 2006 |
| 5121534 | June 21, 2006 | 5121579 | June 21, 2006 |
| 5121535 | June 21, 2006 | 5121580 | June 21, 2006 |
| 5121536 | June 21, 2006 | 5121581 | June 21, 2006 |
| 5121537 | June 21, 2006 | 5121582 | June 21, 2006 |
| 5121538 | June 21, 2006 | 5121583 | June 21, 2006 |
| 5121539 | June 21, 2006 | 5121584 | June 21, 2006 |
| 5121540 | June 21, 2006 | 5121585 | June 21, 2006 |
| 5121541 | June 21, 2006 | 5121586 | June 21, 2006 |
| 5121542 | June 21, 2006 | 5121587 | June 21, 2006 |
| 5121543 | June 21, 2006 | 5121588 | June 21, 2006 |
| 5121544 | June 21, 2006 | 5121589 | June 21, 2006 |
| 5121545 | June 21, 2006 | 5121590 | June 21, 2006 |
| 5121546 | June 21, 2006 | 5121591 | June 21, 2006 |
| 5121547 | June 21, 2006 | 5121592 | June 21, 2006 |
| 5121548 | June 21, 2006 | 5121593 | June 21, 2006 |
| 5121549 | June 21, 2006 | 5121594 | June 21, 2006 |
| 5121550 | June 21, 2006 | 5121595 | June 21, 2006 |
| 5121551 | June 21, 2006 | 5121596 | June 21, 2006 |
| 5121552 | June 21, 2006 | 5121597 | June 21, 2006 |
| 5121553 | June 21, 2006 | 5121598 | June 21, 2006 |
| 5121554 | June 21, 2006 | 5121599 | June 21, 2006 |
| 5121555 | June 21, 2006 | 5121600 | June 21, 2006 |
| 5121556 | June 21, 2006 | 5128801 | June 21, 2006 |
| 5121557 | June 21, 2006 | 5128802 | June 21, 2006 |
| 5121558 | June 21, 2006 | 5128803 | June 21, 2006 |
| 5121559 | June 21, 2006 | 5128804 | June 21, 2006 |
| 5121560 | June 21, 2006 | 5128805 | June 21, 2006 |
- 3 -
| Claim No. | Expiry Date | Claim No. | Expiry Date |
| 5128806 | June 21, 2006 | 5128851 | June 21, 2006 |
| 5128807 | June 21, 2006 | 5128852 | June 21, 2006 |
| 5128808 | June 21, 2006 | 5128853 | June 21, 2006 |
| 5128809 | June 21, 2006 | 5128854 | June 21, 2006 |
| 5128810 | June 21, 2006 | 5128855 | June 21, 2006 |
| 5128811 | June 21, 2006 | 5128856 | June 21, 2006 |
| 5128812 | June 21, 2006 | 5128857 | June 21, 2006 |
| 5128813 | June 21, 2006 | 5128858 | June 21, 2006 |
| 5128814 | June 21, 2006 | 5128859 | June 21, 2006 |
| 5128815 | June 21, 2006 | 5128860 | June 21, 2006 |
| 5128816 | June 21, 2006 | 5128861 | June 21, 2006 |
| 5128817 | June 21, 2006 | 5128862 | June 21, 2006 |
| 5128818 | June 21, 2006 | 5128863 | June 21, 2006 |
| 5128819 | June 21, 2006 | 5128864 | June 21, 2006 |
| 5128820 | June 21, 2006 | 5128865 | June 21, 2006 |
| 5128821 | June 21, 2006 | 5128866 | June 21, 2006 |
| 5128822 | June 21, 2006 | 5128867 | June 21, 2006 |
| 5128823 | June 21, 2006 | 5128868 | June 21, 2006 |
| 5128824 | June 21, 2006 | 5128869 | June 21, 2006 |
| 5128825 | June 21, 2006 | 5128870 | June 21, 2006 |
| 5128826 | June 21, 2006 | 5128871 | June 21, 2006 |
| 5128827 | June 21, 2006 | 5128872 | June 21, 2006 |
| 5128828 | June 21, 2006 | 5128873 | June 21, 2006 |
| 5128829 | June 21, 2006 | 5128874 | June 21, 2006 |
| 5128830 | June 21, 2006 | 5128875 | June 21, 2006 |
| 5128831 | June 21, 2006 | 5128876 | June 21, 2006 |
| 5128832 | June 21, 2006 | 5128877 | June 21, 2006 |
| 5128833 | June 21, 2006 | 5128878 | June 21, 2006 |
| 5128834 | June 21, 2006 | 5128879 | June 21, 2006 |
| 5128835 | June 21, 2006 | 5128880 | June 21, 2006 |
| 5128836 | June 21, 2006 | 5128881 | June 21, 2006 |
| 5128837 | June 21, 2006 | 5128882 | June 21, 2006 |
| 5128838 | June 21, 2006 | 5128883 | June 21, 2006 |
| 5128839 | June 21, 2006 | 5128884 | June 21, 2006 |
| 5128840 | June 21, 2006 | 5128885 | June 21, 2006 |
| 5128841 | June 21, 2006 | 5128886 | June 21, 2006 |
| 5128842 | June 21, 2006 | 5128887 | June 21, 2006 |
| 5128843 | June 21, 2006 | 5128888 | June 21, 2006 |
| 5128844 | June 21, 2006 | 5128889 | June 21, 2006 |
| 5128845 | June 21, 2006 | 5128890 | June 21, 2006 |
| 5128846 | June 21, 2006 | 5128891 | June 21, 2006 |
| 5128847 | June 21, 2006 | 5128892 | June 21, 2006 |
| 5128848 | June 21, 2006 | 5128893 | June 21, 2006 |
| 5128849 | June 21, 2006 | 5128894 | June 21, 2006 |
| 5128850 | June 21, 2006 | 5128895 | June 21, 2006 |
- 4 -
| Claim No. | Expiry Date | Claim No. | Expiry Date |
| 5128896 | June 21, 2006 | 5134065 | October 2, 2006 |
| 5128897 | June 21, 2006 | 5134066 | October 2, 2006 |
| 5128898 | June 21, 2006 | 5134067 | October 2, 2006 |
| 5128899 | June 21, 2006 | 5134068 | October 2, 2006 |
| 5128900 | June 21, 2006 | 5134069 | October 2, 2006 |
| 5128901 | June 21, 2006 | 5134070 | October 2, 2006 |
| 5128902 | June 21, 2006 | 5134071 | October 2, 2006 |
| 5128903 | June 21, 2006 | 5134072 | October 2, 2006 |
| 5128904 | June 21, 2006 | 5134073 | October 2, 2006 |
| 5128905 | June 21, 2006 | 5134074 | October 2, 2006 |
| 5128906 | June 21, 2006 | 5134075 | October 2, 2006 |
| 5128907 | June 21, 2006 | 5134076 | October 2, 2006 |
| 5128908 | June 21, 2006 | 5134077 | October 2, 2006 |
| 5128909 | June 21, 2006 | 5134078 | October 2, 2006 |
| 5128910 | June 21, 2006 | 5134079 | October 2, 2006 |
| 5128911 | June 21, 2006 | 5134080 | October 2, 2006 |
| 5128918 | June 21, 2006 | 5134081 | October 2, 2006 |
| 5128919 | June 21, 2006 | 5134082 | October 2, 2006 |
| 5128920 | June 21, 2006 | 5134083 | October 2, 2006 |
| 5129191 | October 2, 2006 | 5134084 | October 2, 2006 |
| 5129192 | October 2, 2006 | 5134085 | October 2, 2006 |
| 5129193 | October 2, 2006 | 5134086 | October 2, 2006 |
| 5129194 | October 2, 2006 | 5134087 | October 2, 2006 |
| 5129195 | October 2, 2006 | 5134088 | October 2, 2006 |
| 5129196 | October 2, 2006 | 5134089 | October 2, 2006 |
| 5129197 | October 2, 2006 | 5134090 | October 2, 2006 |
| 5129198 | October 2, 2006 | 5134091 | October 2, 2006 |
| 5129199 | October 2, 2006 | 5134092 | October 2, 2006 |
| 5134048 | October 2, 2006 | 5134093 | October 2, 2006 |
| 5134049 | October 2, 2006 | 5134094 | October 2, 2006 |
| 5134050 | October 2, 2006 | 5134095 | October 2, 2006 |
| 5134051 | October 2, 2006 | 5134096 | October 2, 2006 |
| 5134052 | October 2, 2006 | 5134097 | October 2, 2006 |
| 5134053 | October 2, 2006 | 5134098 | October 2, 2006 |
| 5134054 | October 2, 2006 | 5134099 | October 2, 2006 |
| 5134055 | October 2, 2006 | 5134100 | October 2, 2006 |
| 5134056 | October 2, 2006 | 5134101 | October 2, 2006 |
| 5134057 | October 2, 2006 | 5134102 | October 2, 2006 |
| 5134058 | October 2, 2006 | 5134105 | October 2, 2006 |
| 5134059 | October 2, 2006 | 5134106 | October 2, 2006 |
| 5134060 | October 2, 2006 | 5134107 | October 2, 2006 |
| 5134061 | October 2, 2006 | 5134108 | October 2, 2006 |
| 5134062 | October 2, 2006 | 5134109 | October 2, 2006 |
| 5134063 | October 2, 2006 | 5134110 | October 2, 2006 |
| 5134064 | October 2, 2006 | 5134115 | October 2, 2006 |
- 5 -
| Claim No. | Expiry Date | Claim No. | Expiry Date |
| 5134116 | October 2, 2006 | 5134177 | October 2, 2006 |
| 5134117 | October 2, 2006 | 5134178 | October 2, 2006 |
| 5134118 | October 2, 2006 | 5134179 | October 2, 2006 |
| 5134119 | October 2, 2006 | 5134180 | October 2, 2006 |
| 5134120 | October 2, 2006 | 5134181 | October 2, 2006 |
| 5134121 | October 2, 2006 | 5134195 | October 2, 2006 |
| 5134122 | October 2, 2006 | 5134196 | October 2, 2006 |
| 5134123 | October 2, 2006 | 5134197 | October 2, 2006 |
| 5134127 | October 2, 2006 | 5134198 | October 2, 2006 |
| 5134128 | October 2, 2006 | 5134199 | October 2, 2006 |
| 5134129 | October 2, 2006 | 5134200 | October 2, 2006 |
| 5134130 | October 2, 2006 | 5134201 | October 2, 2006 |
| 5134131 | October 2, 2006 | 5134202 | October 2, 2006 |
| 5134132 | October 2, 2006 | 5134216 | October 2, 2006 |
| 5134133 | October 2, 2006 | 5134217 | October 2, 2006 |
| 5134134 | October 2, 2006 | 5134218 | October 2, 2006 |
| 5134135 | October 2, 2006 | 5134219 | October 2, 2006 |
| 5134136 | October 2, 2006 | 5134220 | October 2, 2006 |
| 5134137 | October 2, 2006 | 5134221 | October 2, 2006 |
| 5134141 | October 2, 2006 | 5134235 | October 2, 2006 |
| 5134142 | October 2, 2006 | 5134236 | October 2, 2006 |
| 5134143 | October 2, 2006 | 5134237 | October 2, 2006 |
| 5134144 | October 2, 2006 | 5134238 | October 2, 2006 |
| 5134145 | October 2, 2006 | 5134239 | October 2, 2006 |
| 5134146 | October 2, 2006 | 5134240 | October 2, 2006 |
| 5134147 | October 2, 2006 | 5134241 | October 2, 2006 |
| 5134148 | October 2, 2006 | 5134255 | October 2, 2006 |
| 5134149 | October 2, 2006 | 5134256 | October 2, 2006 |
| 5134150 | October 2, 2006 | 5134257 | October 2, 2006 |
| 5134151 | October 2, 2006 | 5134258 | October 2, 2006 |
| 5134156 | October 2, 2006 | 5134259 | October 2, 2006 |
| 5134157 | October 2, 2006 | 5134260 | October 2, 2006 |
| 5134158 | October 2, 2006 | 5134261 | October 2, 2006 |
| 5134159 | October 2, 2006 | 5134262 | October 2, 2006 |
| 5134160 | October 2, 2006 | 5134282 | October 2, 2006 |
| 5134161 | October 2, 2006 | 5134283 | October 2, 2006 |
| 5134162 | October 2, 2006 | 5134284 | October 2, 2006 |
| 5134163 | October 2, 2006 | 5134285 | October 2, 2006 |
| 5134164 | October 2, 2006 | 5134286 | October 2, 2006 |
| 5134165 | October 2, 2006 | 5134287 | October 2, 2006 |
| 5134172 | October 2, 2006 | 5134305 | October 2, 2006 |
| 5134173 | October 2, 2006 | 5134306 | October 2, 2006 |
| 5134174 | October 2, 2006 | 5134307 | October 2, 2006 |
| 5134175 | October 2, 2006 | 5134308 | October 2, 2006 |
| 5134176 | October 2, 2006 | 5134309 | October 2, 2006 |
- 6 -
| Claim No. | Expiry Date | Claim No. | Expiry Date |
| 5134310 | October 2, 2006 | 5160397 | March 6, 2006 |
| 5134311 | October 2, 2006 | 5160398 | March 6, 2006 |
| 5134330 | October 2, 2006 | 5160399 | March 6, 2006 |
| 5134331 | October 2, 2006 | 5169346 | February 17, 2007 |
| 5134332 | October 2, 2006 | 5169347 | February 17, 2007 |
| 5134333 | October 2, 2006 | 5234364 | March 3, 2007 |
| 5134334 | October 2, 2006 | 5234365 | March 3, 2007 |
| 5134335 | October 2, 2006 | 5234368 | March 3, 2007 |
| 5134336 | October 2, 2006 | ||
| 5139163 | June 4, 2005 |
Xxxxxxx A (454 detail records)
Exhibit 2 to Schedule
M Martiniere Property
Martiniere C
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 5129611 | 9/21/2006 | 5129623 | 9/21/2006 |
| 5129612 | 9/21/2006 | 5129624 | 9/21/2006 |
| 5129613 | 9/21/2006 | 5129625 | 9/21/2006 |
| 5129614 | 9/21/2006 | 5129626 | 9/21/2006 |
| 5129615 | 9/21/2006 | 5129627 | 9/21/2006 |
| 5129616 | 9/21/2006 | 5129628 | 9/21/2006 |
| 5129617 | 9/21/2006 | 5129629 | 9/21/2006 |
| 5129618 | 9/21/2006 | 5129630 | 9/21/2006 |
| 5129619 | 9/21/2006 | 5129631 | 9/21/2006 |
| 5129620 | 9/21/2006 | ||
| 5129621 | 9/21/2006 | ||
| 5129622 | 9/21/2006 |
Martiniere C (21 detail records)
Martiniere D
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 5129287 | 9/21/2006 | 5129306 | 9/21/2006 |
| 5129288 | 9/21/2006 | 5129307 | 9/21/2006 |
| 5129289 | 9/21/2006 | 5129311 | 9/21/2006 |
| 5129290 | 9/21/2006 | 5129312 | 9/21/2006 |
| 5129291 | 9/21/2006 | 5129313 | 9/21/2006 |
| 5129292 | 9/21/2006 | 5129314 | 9/21/2006 |
| 5129293 | 9/21/2006 | 5129315 | 9/21/2006 |
| 5129294 | 9/21/2006 | 5129316 | 9/21/2006 |
| 5129295 | 9/21/2006 | 5129317 | 9/21/2006 |
| 5129296 | 9/21/2006 | 5129318 | 9/21/2006 |
| 5129297 | 9/21/2006 | 5129319 | 9/21/2006 |
| 5129298 | 9/21/2006 | 5129320 | 9/21/2006 |
| 5129300 | 9/21/2006 | 5129321 | 9/21/2006 |
| 5129301 | 9/21/2006 | 5129322 | 9/21/2006 |
| 5129302 | 9/21/2006 | 5129323 | 9/21/2006 |
| 5129303 | 9/21/2006 | 5129324 | 9/21/2006 |
| 5129304 | 9/21/2006 | 5129325 | 9/21/2006 |
| 5129305 | 9/21/2006 | 5129326 | 9/21/2006 |
- 2 -
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 5129327 | 9/21/2006 | 5220878 | 12/11/2005 |
| 5129328 | 9/21/2006 | 5220879 | 12/11/2005 |
| 5129329 | 9/21/2006 | 5220880 | 12/11/2005 |
| 5220858 | 12/11/2005 | 5220881 | 12/11/2005 |
| 5220859 | 12/11/2005 | 5220882 | 12/11/2005 |
| 5220860 | 12/11/2005 | 5220883 | 12/11/2005 |
| 5220861 | 12/11/2005 | 5220884 | 12/11/2005 |
| 5220862 | 12/11/2005 | 5220885 | 12/11/2005 |
| 5220863 | 12/11/2005 | 5220886 | 12/11/2005 |
| 5220864 | 12/11/2005 | 5220887 | 12/11/2005 |
| 5220865 | 12/11/2005 | 5220888 | 12/11/2005 |
| 5220866 | 12/11/2005 | 5220889 | 12/11/2005 |
| 5220867 | 12/11/2005 | 5220890 | 12/11/2005 |
| 5220868 | 12/11/2005 | 5220891 | 12/11/2005 |
| 5220869 | 12/11/2005 | 5220892 | 12/11/2005 |
| 5220870 | 12/11/2005 | 5220893 | 12/11/2005 |
| 5220871 | 12/11/2005 | 5220894 | 12/11/2005 |
| 5220872 | 12/11/2005 | 5220895 | 12/11/2005 |
| 5220873 | 12/11/2005 | 5220896 | 12/11/2005 |
| 5220874 | 12/11/2005 | 5220897 | 12/11/2005 |
| 5220875 | 12/11/2005 | 5220898 | 12/11/2005 |
| 5220876 | 12/11/2005 | ||
| 5220877 | 12/11/2005 |
Martiniere D (80 detail records)
Martiniere D EXT
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 5225775 | 3/19/2006 | 5225789 | 3/19/2006 |
| 5225776 | 3/19/2006 | 5225790 | 3/19/2006 |
| 5225777 | 3/19/2006 | 5225791 | 3/19/2006 |
| 5225778 | 3/19/2006 | 5225792 | 3/19/2006 |
| 5225779 | 3/19/2006 | 5225793 | 3/19/2006 |
| 5225780 | 3/19/2006 | 5225794 | 3/19/2006 |
| 5225781 | 3/19/2006 | 5225795 | 3/19/2006 |
| 5225782 | 3/19/2006 | 5225805 | 3/19/2006 |
| 5225783 | 3/19/2006 | 5225806 | 3/19/2006 |
| 5225784 | 3/19/2006 | 5225807 | 3/19/2006 |
| 5225785 | 3/19/2006 | 5225808 | 3/19/2006 |
| 5225786 | 3/19/2006 | 5225809 | 3/19/2006 |
| 5225787 | 3/19/2006 | 5225810 | 3/19/2006 |
| 5225788 | 3/19/2006 | 5225811 | 3/19/2006 |
- 2 -
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 5225812 | 3/19/2006 | 5225897 | 3/19/2006 |
| 5225825 | 3/19/2006 | 5225898 | 3/19/2006 |
| 5225826 | 3/19/2006 | 5225899 | 3/19/2006 |
| 5225827 | 3/19/2006 | 5225900 | 3/19/2006 |
| 5225828 | 3/19/2006 | 5225901 | 3/19/2006 |
| 5225839 | 3/19/2006 | 5225902 | 3/19/2006 |
| 5225840 | 3/19/2006 | 5225903 | 3/19/2006 |
| 5225841 | 3/19/2006 | 5225904 | 3/19/2006 |
| 5225842 | 3/19/2006 | 5225905 | 3/19/2006 |
| 5225843 | 3/19/2006 | 5225906 | 3/19/2006 |
| 5225844 | 3/19/2006 | 5225907 | 3/19/2006 |
| 5225845 | 3/19/2006 | 5225908 | 3/19/2006 |
| 5225846 | 3/19/2006 | 5225909 | 3/19/2006 |
| 5225851 | 3/19/2006 | 5225910 | 3/19/2006 |
| 5225852 | 3/19/2006 | 5225911 | 3/19/2006 |
| 5225853 | 3/19/2006 | 5225912 | 3/19/2006 |
| 5225854 | 3/19/2006 | 5225913 | 3/19/2006 |
| 5225855 | 3/19/2006 | 5225914 | 3/19/2006 |
| 5225856 | 3/19/2006 | 5225915 | 3/19/2006 |
| 5225857 | 3/19/2006 | 5225916 | 3/19/2006 |
| 5225858 | 3/19/2006 | 5225921 | 3/19/2006 |
| 5225863 | 3/19/2006 | 5225922 | 3/19/2006 |
| 5225864 | 3/19/2006 | 5225923 | 3/19/2006 |
| 5225865 | 3/19/2006 | 5225924 | 3/19/2006 |
| 5225866 | 3/19/2006 | 5225925 | 3/19/2006 |
| 5225895 | 3/19/2006 | 5225926 | 3/19/2006 |
| 5225896 | 3/19/2006 |
Xxxxxxxx (113 detail records)
- 2 -
Noyon
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 5009247 | 12/12/2005 | 5111181 | 8/3/2005 |
| 5009248 | 12/12/2005 | 5111182 | 8/3/2005 |
| 5009249 | 12/12/2005 | 5111183 | 8/3/2005 |
| 5009811 | 12/12/2005 | 5111184 | 8/3/2005 |
| 5009812 | 12/12/2005 | 5111185 | 8/3/2005 |
| 5009813 | 12/12/2005 | 5111186 | 8/3/2005 |
| 5009814 | 12/12/2005 | 5111187 | 8/3/2005 |
| 5009815 | 12/12/2005 | 5111188 | 8/3/2005 |
| 5009816 | 12/12/2005 | 5111189 | 10/12/2005 |
| 5009820 | 12/12/2005 | 5111190 | 10/12/2005 |
| 5009821 | 12/12/2005 | 5111191 | 8/3/2005 |
| 5009822 | 12/12/2005 | 5111192 | 8/3/2005 |
| 5009823 | 12/12/2005 | 5111193 | 8/3/2005 |
| 5009824 | 12/12/2005 | 5111194 | 8/3/2005 |
| 5009825 | 12/12/2005 | 5111195 | 8/3/2005 |
| 5111078 | 10/12/2005 | 5111196 | 8/3/2005 |
| 5111112 | 10/12/2005 | 5111197 | 8/3/2005 |
| 5111157 | 8/3/2005 | 5111198 | 8/3/2005 |
| 5111158 | 8/3/2005 | 5111199 | 8/3/2005 |
| 5111159 | 8/3/2005 | 5111200 | 8/3/2005 |
| 5111160 | 8/3/2005 | 5111201 | 8/3/2005 |
| 5111161 | 8/3/2005 | 5111202 | 8/3/2005 |
| 5111162 | 8/3/2005 | 5111203 | 8/3/2005 |
| 5111163 | 8/3/2005 | 5111204 | 10/12/2005 |
| 5111164 | 8/3/2005 | 5111205 | 10/12/2005 |
| 5111165 | 8/3/2005 | 5111206 | 10/12/2005 |
| 5111166 | 8/3/2005 | 5111207 | 10/12/2005 |
| 5111167 | 8/3/2005 | 5111208 | 8/3/2005 |
| 5111168 | 8/3/2005 | 5111209 | 8/3/2005 |
| 5111169 | 8/3/2005 | 5111210 | 8/3/2005 |
| 5111170 | 8/3/2005 | 5111211 | 8/3/2005 |
| 5111171 | 8/3/2005 | 5111212 | 8/3/2005 |
| 5111172 | 8/3/2005 | 5111213 | 8/3/2005 |
| 5111173 | 8/3/2005 | 5111214 | 8/3/2005 |
| 5111174 | 8/3/2005 | 5111215 | 8/3/2005 |
| 5111175 | 8/3/2005 | 5111216 | 8/3/2005 |
| 5111176 | 8/3/2005 | 5111217 | 8/3/2005 |
| 5111177 | 8/3/2005 | 5111218 | 8/3/2005 |
| 5111178 | 8/3/2005 | 5111219 | 8/3/2005 |
| 5111179 | 8/3/2005 | 5111220 | 8/3/2005 |
| 5111180 | 8/3/2005 | 5111221 | 8/3/2005 |
- 2 -
| Claim Number | Expiry Date | ||
| 5111222 | 8/3/2005 | ||
| 5111223 | 8/3/2005 | ||
| 5111224 | 8/3/2005 | ||
| 5111225 | 8/3/2005 | ||
| 5111226 | 8/3/2005 | ||
| 5111227 | 8/3/2005 | ||
| 5111228 | 8/3/2005 | ||
| 5111229 | 8/3/2005 | ||
| 5111230 | 8/3/2005 | ||
| 5111231 | 8/3/2005 | ||
| 5111232 | 8/3/2005 | ||
| 5111233 | 8/3/2005 | ||
| 5111234 | 8/3/2005 | ||
| 5111235 | 8/3/2005 | ||
| 5111236 | 8/3/2005 | ||
| 5111237 | 8/3/2005 | ||
| 5111238 | 8/3/2005 | ||
| 5111243 | 8/3/2005 | ||
| 5111244 | 8/3/2005 | ||
| 5111245 | 8/3/2005 | ||
| 5111246 | 8/3/2005 | ||
| 5111247 | 8/3/2005 | ||
| 5111248 | 10/12/2005 | ||
| 5111648 | 10/12/2005 | ||
| 5111649 | 8/3/2005 | ||
| 5111650 | 8/3/2005 | ||
| 5111651 | 8/3/2005 | ||
| 5111652 | 8/3/2005 | ||
| 5111653 | 10/12/2005 | ||
| 5111654 | 10/12/2005 | ||
| 5111655 | 10/12/2005 |
Noyon (113 detail records)
Exhibit 3 to Schedule M
Xxxxxxxx-Noyon Gold Project
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| 4370861 | 11/27/2006 | 4370954 | 11/28/2006 |
| 4370862 | 11/27/2006 | 4370955 | 11/28/2006 |
| 4370863 | 11/27/2006 | 4370961 | 11/29/2006 |
| 4370864 | 11/27/2006 | 4370962 | 11/29/2006 |
| 4370865 | 11/27/2006 | 4370963 | 11/29/2006 |
| 4370871 | 11/28/2006 | 4370964 | 11/29/2006 |
| 4370872 | 11/28/2006 | 4370965 | 11/29/2006 |
| 4370873 | 11/28/2006 | 4370971 | 11/20/2006 |
| 4370874 | 11/28/2006 | 4370972 | 11/20/2006 |
| 4370875 | 11/28/2006 | 4370973 | 11/20/2006 |
| 4370881 | 11/29/2006 | 4370974 | 11/20/2006 |
| 4370882 | 11/29/2006 | 4370975 | 11/20/2006 |
| 4370883 | 11/29/2006 | 4371541 | 12/3/2006 |
| 4370884 | 11/29/2006 | 4371542 | 12/3/2006 |
| 4370885 | 11/29/2006 | 4371543 | 12/3/2006 |
| 4370892 | 11/30/2006 | 4371544 | 12/3/2006 |
| 4370893 | 11/30/2006 | 4371545 | 12/3/2006 |
| 4370894 | 11/30/2006 | 4371551 | 12/4/2006 |
| 4370895 | 11/30/2006 | 4371552 | 12/4/2006 |
| 4370914 | 12/2/2006 | 4371553 | 12/4/2006 |
| 4370915 | 12/2/2006 | 4371554 | 12/4/2006 |
| 4370921 | 12/2/2006 | 4371555 | 12/4/2006 |
| 4370922 | 12/2/2006 | 4371561 | 12/5/2006 |
| 4370923 | 12/2/2006 | 4371562 | 12/5/2006 |
| 4370924 | 12/2/2006 | 4371563 | 12/5/2006 |
| 4370925 | 12/2/2006 | 4371564 | 12/5/2006 |
| 4370931 | 12/2/2006 | 4371565 | 12/5/2006 |
| 4370932 | 12/2/2006 | 4371571 | 12/5/2006 |
| 4370933 | 12/2/2006 | 4371572 | 12/5/2006 |
| 4370934 | 12/2/2006 | 4371573 | 12/5/2006 |
| 4370935 | 12/2/2006 | 4371574 | 12/5/2006 |
| 4370941 | 11/27/2006 | 4371575 | 12/5/2006 |
| 4370942 | 11/27/2006 | 4371581 | 11/28/2006 |
| 4370943 | 11/27/2006 | 4371582 | 11/28/2006 |
| 4370944 | 11/27/2006 | 4371583 | 11/28/2006 |
| 4370945 | 11/27/2006 | 4371584 | 11/28/2006 |
| 4370951 | 11/28/2006 | 4371585 | 11/28/2006 |
| 4370952 | 11/28/2006 | 4371591 | 11/29/2006 |
| 4370953 | 11/28/2006 | 4371592 | 11/29/2006 |
- 2 -
| Claim Number | Expiry Date | ||
| 4371593 | 11/29/2006 | ||
| 4371595 | 11/29/2006 | ||
| 4371601 | 11/30/2006 | ||
| 4371602 | 11/30/2006 | ||
| 4371603 | 11/30/2006 | ||
| 4371604 | 11/30/2006 | ||
| 4371605 | 11/30/2006 | ||
| 4371611 | 12/1/2006 | ||
| 4371612 | 12/1/2006 | ||
| 4371621 | 12/1/2006 | ||
| 4371622 | 12/1/2006 | ||
| 4371623 | 12/1/2006 | ||
| 4371624 | 12/1/2006 | ||
| 4371625 | 12/1/2006 | ||
| 4371632 | 12/1/2006 | ||
| 4371633 | 12/1/2006 | ||
| 4371634 | 12/1/2006 | ||
| 4371635 | 12/1/2006 | ||
| 4371641 | 12/3/2006 | ||
| 4371642 | 12/3/2006 | ||
| 4371643 | 12/3/2006 | ||
| 4371644 | 12/3/2006 | ||
| 4371645 | 12/3/2006 | ||
| 4371651 | 12/3/2006 | ||
| 4371652 | 12/3/2006 | ||
| 4371653 | 12/3/2006 | ||
| 4371654 | 12/3/2006 | ||
| 4371655 | 12/3/2006 | ||
| 4442741 | 11/23/2006 | ||
| 4442742 | 11/23/2006 | ||
| 4442743 | 11/23/2006 | ||
| 4442744 | 11/23/2006 | ||
| 4442745 | 11/23/2006 | ||
| 5009246 | 12/12/2005 |
Exhibit 4 to Schedule M
Taurus Property
| Claim Number | Expiry Date | Claim Number | Expiry Date |
| ATLAS# | 9/11/2006 | XXX 2 | 9/11/2006 |
| ATLAS# | 9/11/2006 | XXX 3 | 9/11/2006 |
| ATLAS# | 9/11/2006 | XXX 4 | 9/11/2006 |
| ATLAS# | 9/11/2006 | THRUSH | 9/11/2006 |
| ATLAS# | 9/11/2006 | XXX #7 | 9/11/2006 |
| ATLAS# | 9/11/2006 | XXX #8 | 9/11/2006 |
| ATLAS# | 9/11/2006 | TOR | 9/11/2006 |
| ATLAS# | 9/11/2006 | ||
| ATLAS# | 9/11/2006 | Taurus (46 detail records) | |
| ATLAS# | 9/11/2006 | ||
| ATLAS# | 9/11/2006 | ||
| ATLAS# | 9/11/2006 | ||
| BES 1 | 9/11/2006 | ||
| BES 2 | 9/11/2006 | ||
| COPCO | 9/11/2006 | ||
| COPCO | 9/11/2006 | ||
| COPCO | 9/11/2006 | ||
| COPCO | 9/11/2006 | ||
| COPCO | 9/11/2006 | ||
| COPCO | 9/11/2006 | ||
| DOR #1 | 9/11/2006 | ||
| FIREWE | 9/11/2006 | ||
| XXXXX | 9/11/2006 | ||
| HIGHGR | 9/11/2006 | ||
| HILLSID | 9/11/2006 | ||
| HOPEFU | 9/11/2006 | ||
| HOPEFU | 9/11/2006 | ||
| HOPEFU | 9/11/2006 | ||
| HOPEFU | 9/11/2006 | ||
| XXXX # | 9/11/2006 | ||
| XXXX # | 9/11/2006 | ||
| XXXX # | 9/11/2006 | ||
| XXXX # | 9/11/2006 | ||
| MISS DA | 9/11/2006 | ||
| MISS DA | 9/11/2006 | ||
| MM 1 FR | 9/11/2006 | ||
| PORTAL | 9/11/2006 | ||
| PORTAL | 9/11/2006 | ||
| XXX 1 | 9/11/2006 | ||
Exhibit 5 to Schedule M
Northshore Property
Taurus owns all rights to the surface and subsurface (minerals) on a portion of the Northshore Property which is comprised of the legal descriptions set out below. The mineral rights are subject to the restrictions contained in the applicable Federal and Provincial mining laws.
| 1. | XXX 0 XXXX 00 XX000 |
| 0. | XXX 0 XXXX 84 MR110 |
| 3. | LOC BJ122 TWSP 84 PT PCL |
| 4. | LOC BJ123 TWSP 84 PT PCL |
| 5. | XX XX0000 TWSP 84 PCL 5752 |
Exhibit 6 to Schedule M
Casa Xxxxxxx Claims
Martigny A
| Claim Number | Expiry Date | ||
| 5141927 | 5/1/2005 | ||
| 5141928 | 5/1/2005 | ||
| 5141936 | 5/1/2005 | ||
| 5141937 | 5/1/2005 | ||
| 5141938 | 5/1/2005 | ||
| 5141945 | 5/1/2005 | ||
| 5141946 | 5/1/2005 | ||
| 5141947 | 5/1/2005 | ||
| 5141948 | 5/1/2005 | ||
| 5141955 | 5/1/2005 | ||
| 5141956 | 5/1/2005 | ||
| 5141957 | 5/1/2005 | ||
| 5141958 | 5/1/2005 | ||
| 5141960 | 5/1/2005 | ||
| 5141965 | 5/1/2005 | ||
| 5141966 | 5/1/2005 | ||
| 5141967 | 5/1/2005 | ||
| 5141968 | 5/1/2005 | ||
| 5141975 | 5/1/2005 | ||
| 5141976 | 5/1/2005 | ||
| 5141981 | 5/1/2005 | ||
| 5141985 | 5/1/2005 | ||
| 5141991 | 5/1/2005 | ||
| 5141996 | 5/1/2005 |
