SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 1999
San Fabian Resources, Inc.
Delaware 0-26833 13-4069962
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
c/o Herbert Maxwell
1501 Broadway, Suite 1807, New York, New York 10036
(Address of principal executive offices)(Zip Code)
(212) 768-2383
(Registrant's telephone number, including area code)
41 East 57th Street, 39th Floor, New York, NY 10022
(Former name or address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
By Amending Agreement dated September 29, 1999 between San Fabian
Resources, Inc. (the "Corporation" or the "Registrant") and Maitland & Company,
the terms of conversion of the Convertible Debenture issued on July 14, 1997 in
the original principal amount of $20,000 (the "Debenture") by the Corporation to
Maitland & Company were modified so as to make the Debenture convertible at any
time during its term upon Notice from the Holder. Since the Debenture was
convertible into approximately 2,200,000 shares of the Corporation's Common
Stock, Maitland & Company became a beneficial owner of such shares and an
affiliate of the Company. Immediately thereafter, Maitland & Company delivered a
notice to the Corporation notifying the Corporation of its election to convert
all of the Debenture plus the interest accrued thereon in total of $22,134, into
2,213,400 (approximately 81% of the Corporations issued and outstanding stock)
shares of the Corporation's Common Stock. The conversion on October 4, 1999
resulted in a change of control of the Corporation; Mr. Sierchio the then sole
officer, director and controlling person of the Corporation resigned as officer
and director and Mr. Michael Seifert, a partner at Maitland & Company was
appointed to replace Mr. Sierchio. Although there was no agreement or
understanding at to the resignation of Mr. Sierchio, Mr. Sierchio decided to
resign following the conversion of the debenture.
On November 19, 1999 Mr. Seifert resigned as officer and director of the
Company and Mr. Herbert Maxwell was appointed to replace Mr. Seifert.
Item 7. Financial Statements and Exhibits.
Debenture dated July 14, 1997.
Amendment to Debenture dated September 29, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
San Fabian Resources Inc.
(Registrant)
Dated: December 7, 1999 By: /s/ Herbert Maxwell
--------------------------
Herbert Maxwell, President
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NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, THE SECURITIES COMMISSION OF ANY STATE OR UNDER APPLICABLE CANADIAN
SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND APPLICABLE
CANADIAN SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE AND CANADIAN SECURITIES LAWS. NEITHER THIS DEBENTURE NOR THE
SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE MAY BE OFFERED OR SOLD TO
PERSONS THE HOLDER HAS REASON TO BELIEVE ARE CANADIAN RESIDENTS EXCEPT PURSUANT
TO PROSPECTUS EXEMPTIONS UNDER CANADIAN SECURITIES LAW.
No. 1 U.S. $20,000
SAN FABIAN RESOURCES INC.
5% CONVERTIBLE DEBENTURE DUE JULY 14, 2003
THIS DEBENTURE is one of a series of duly authorized issued debentures of
San Fabian Resources Inc., a company organized under the laws of United States
and having a principal place of business at 41 East 57th Street, 39th Floor New
York, New York (the "Company"), designated as its 5% Convertible Debentures, due
July 14, 2003 (the "Debentures"), in an aggregate principal amount of $30,000.
All references herein to "dollars" or "$" shall be to U.S. dollars (U.S.$)
unless otherwise specified.
FOR VALUE RECEIVED, the Company promises to pay to Maitland & Company, or
registered assigns (the "Holder"), the principal sum of Twenty thousand Dollars
($20,000), on or prior to July 14, 2003 or such earlier date as the Debentures
are required to be repaid as provided hereunder (the "Maturity Date") and to pay
interest to the Holder on the principal sum at the rate of 5% per annum, payable
upon conversion as provided hereunder, or on the Maturity Date if not earlier
converted. Interest shall accrue daily commencing on the Original Issue Date (as
defined in Section 6) until payment in full of the principal sum, together with
all accrued and unpaid interest and other amounts which may become due
hereunder, has been made. Interest shall be calculated on the basis of a 360-day
year and for the actual number of days elapsed. Interest hereunder will be paid
to the Person in whose name this Debenture is registered on the records of the
Company regarding registration and transfers of the Debentures (the "Debenture
Register"). All overdue, accrued and unpaid interest and other amounts due
hereunder shall bear interest at the rate of 12% per annum from the date such
interest is due hereunder through and including the date of payment. The
principal of, and interest on, this Debenture are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address of the Holder
last appearing on the Debenture Register, except that interest due hereunder
may, at the Company's option, be paid in shares of the Common Stock (as defined
in Section 6) calculated based upon the Conversion Price (as defined below).
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This Debenture is subject to the following additional provisions:
Section 1. This Debenture is exchangeable for an equal aggregate principal
amount of Debentures of different authorized denominations, as requested by the
Holder surrendering the same but shall not be issuable in denominations of less
than integral multiplies of Fifty Dollars ($50) unless such amount represents
the full principal balance of Debentures outstanding to such Holder. No service
charge will be made for such registration of transfer or exchange.
Section 2. Prior to due presentment to the Company for transfer of this
Debenture, the Company and any agent of the Company may treat the person in
whose name this Debenture is duly registered on the Debenture Register as the
owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Debenture is overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary.
Section 3. Events of Default.
"Event of Default", wherever used herein, means any one of the following
events (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body):
(a) any default in the payment of the principal of, interest on or
liquidated damages in respect of, this Debenture, free of any claim of
subordination, as and when the same shall become due and payable (whether
on the Conversion Date or the Maturity Date or by acceleration or
otherwise);
(b) the Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach of this
Debenture and such failure or breach shall not have been remedied within 20
days after the date on which notice of such failure or breach shall have
been given;
(c) the Company or any of its subsidiaries shall commence, or there
shall be commenced against the Company or any such subsidiary a case under
any applicable bankruptcy or insolvency laws as now or hereafter in effect
or any successor thereto, or the Company commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Company or
any subsidiary thereof or there is commenced against the Company or any
subsidiary thereof any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 60 days; or the Company or any
subsidiary thereof is adjudicated insolvent or bankrupt; or any order of
relief or other order approving
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any such case or proceeding is entered; or the Company or any subsidiary
thereof suffers any appointment of any custodian or the like for it or any
substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or the Company or any subsidiary thereof makes a
general assignment for the benefit of creditors; or the Company shall fail
to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary
thereof shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts; or the Company or any subsidiary
thereof shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or any corporate or
other action is taken by the Company or any subsidiary thereof for the
purpose of effecting any of the foregoing; or
(d) the Company shall be a party to any merger or consolidation
pursuant to which the Company shall not be the surviving entity or shall
dispose of all or substantially all of its assets in one or more
transactions;
If during the time that any portion of this Debenture remains outstanding, any
Event of Default occurs and is continuing, and in every such case, then the
Holder may, by notice to the Company, declare the full principal amount of this
Debenture, together with all accrued but unpaid interest and other amounts owing
hereunder, to the date of acceleration, to be, whereupon the same shall become,
immediately due and payable in cash (notwithstanding anything herein contained
to the contrary) without presentment, demand, protest or other notice of any
kind, all of which are waived by the Company, notwithstanding anything herein
contained to the contrary, and the Holder may immediately and without expiration
of any grace period (except as provided above) enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable
law. Such declaration may be rescinded and annulled by Holder at any time prior
to payment hereunder. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.
Section 4. Conversion.
(a) This Debenture and any accrued and unpaid interest on the outstanding
principal balance shall be convertible (the "Conversion Privilege") into shares
of the Common Stock at the option of the Holder in whole or in part at any time
and from time to time one (1) year after the Original Issue Date, and prior to
the close of business on the Maturity Date provided that the following procedure
is followed:
(i) the Holder gives the Company 75 days prior written notice in the
form of the implementation notice attached hereto as Exhibit A (the
"Implementation Notice") indicating that the Holder desires to effect the
Conversion Privilege; and
(ii) following the expiration of the aforesaid 75 day notice period
and within 30 days thereafter, the Holder delivers to the Company the
Debentures (or such portions thereof) to be converted together with the
form of
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conversion notice attached hereto as Exhibit B (the "Conversion Notice") to
the Company. Each Conversion Notice shall specify the principal amount of
Debentures(and accrued and unpaid interest) to be converted (which may not
be less than the lesser of $250 or such principal amount of Debentures then
held by the Holder) and the date on which such conversion is to be effected
which date must be within the 30 day period.(the "Conversion Date"). If no
Conversion Date is specified in a Conversion Notice, the Conversion Date
shall be the date the Conversion Notice is deemed delivered hereunder. If
the Holder is converting less than all of the principal(and accrued and
unpaid interest) amount represented by the Debenture(s) tendered by the
Holder with the Conversion Notice, or if a conversion hereunder cannot be
effected in full for any reason, the Company shall honor such conversion to
the extent permissible hereunder and shall promptly deliver to such Holder
(in the manner and within the time set forth in Section 5(b)) a new
Debenture for such principal amount as has not been converted. The number
of shares of Common Stock as shall be issuable upon a conversion hereunder
shall be determined by dividing the principal amount of, plus accrued but
unpaid interest on, this Debenture to be converted by the Conversion Price
(as defined below).If a Conversion Notice is not received within the time
frame specified, the procedures with respect to the Implementation Notice
must again be followed if the Conversion Privilege is to be effected.
(b) (i) The conversion price (the "Conversion Price") in effect on any
Conversion Date shall be $0.01per share.
(ii) If the Company, at any time while any Debentures are outstanding,
(a) shall pay a stock dividend or otherwise make a distribution or
distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of the Common Stock, (b) subdivide
outstanding shares of the Common Stock into a larger number of shares, (c)
combine outstanding shares of the Common Stock into a smaller number of
shares, or (d) issue by reclassification of shares of the Common Stock any
shares of capital stock of the Company, the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of
shares of the Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number of
shares of the Common Stock outstanding after such event. Any adjustment
made pursuant to this Section shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification. In any case in which an adjustment under this Section
4(b)(ii) is required to be made effective as of the record date for a
specified event, if a Conversion Notice is delivered after such record date
and prior to the occurrence of the event, the Company may elect to defer
until the occurrence of such event (provided, that if such event does not
occur, then such additional shares shall not be issued) issuing to the
Holder the shares of Common Stock, if any, in respect thereof over and
above the number of shares of Common Stock issuable upon such conversion on
the basis of the Initial Conversion Price prior to adjustment, provided
that the Company shall have delivered to the Holder a due bill or other
appropriate instrument reasonably acceptable to the Holder evidencing the
Holder's right to
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receive such additional shares of Common Stock upon the occurrence of the
event requiring such adjustment.
(iii) In case of any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property, the Holder of this Debenture shall
have the right thereafter to, at its option, (A) convert the then
outstanding principal amount, together with all accrued but unpaid interest
and any other amounts then owing hereunder in respect of this Debenture
only into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of the Common Stock
following such reclassification or share exchange, and the Holders of the
Debentures shall be entitled upon such event to receive such amount of
securities, cash or property as the shares of the Common Stock of the
Company into which the then outstanding principal amount, together with all
accrued but unpaid interest and any other amounts then owing hereunder in
respect of this Debenture could have been converted immediately prior to
such reclassification or share exchange would have been entitled or (B)
require the Company to prepay, from funds legally available therefor at the
time of such prepayment, the aggregate of its outstanding principal amount
of Debentures, plus all interest and other amounts due and payable thereon,
at a price determined in accordance with Section 5(a). The entire repayment
price shall be paid in cash. This provision shall similarly apply to
successive reclassifications or share exchanges.
(iv) Whenever the Conversion Price is adjusted pursuant to Section
4(b)(ii) the Company shall promptly mail to each Holder of Debentures a
notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.
(v) If:
A. the Company shall declare a dividend (or any other
distribution) on its Common Stock; or
B. the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock; or
C. the Company shall authorize the granting to all holders of
the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any
rights; or
D. the approval of any stockholders of the Company shall be
required in connection with any reclassification of the
Common Stock of the Company, any consolidation or merger to
which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any
compulsory share of exchange whereby the Common Stock is
converted into other securities, cash or property; or
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E. the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Company;
then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of the Debentures, and shall cause to be mailed to the
Holders of Debentures at their last addresses as they shall appear upon the
stock books of the Company, at least 30 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided, however, that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice.
Holders are entitled to convert Debentures during the 30-day period commencing
the date of such notice to the effective date of the event triggering such
notice.
(c) The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued shares of the Common Stock solely
for the purpose of issuance upon conversion of the Debentures and payment of
interest on the Debentures, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the
Holders, not less than such number of shares of the Common Stock as shall be
issuable (taking into account the adjustments and restrictions of Section 4(b))
upon the conversion of the outstanding principal amount of the Debentures and
payment of interest hereunder. The Company covenants that all shares of the
Common Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, issued and fully paid, nonassessable and subject to affiliation
rules, be freely tradeable.
(d) The issuance of certificates for shares of the Common Stock on
conversion of the Debentures shall be made without charge to the Holders thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue or delivery of such certificate, provided that the Company shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate upon conversion in a name
other than that of the Holder of such Debentures so converted and the Company
shall not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.
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(e) Any and all notices or other communications or deliveries to be
provided by the Holders of the Debentures hereunder, including, without
limitation, any Conversion Notice, shall be in writing and delivered personally,
by facsimile, sent by a nationally recognized overnight courier service or sent
by certified or registered mail, postage prepaid, addressed to the Company, at
**, attention President, or such other address or facsimile number as the
Company may specify for such purposes by notice to the Holders delivered in
accordance with this Section. Any and all notices or other communications or
deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, sent by a nationally recognized overnight
courier service or sent by certified or registered mail, postage prepaid,
addressed to each Holder of the Debentures at the facsimile telephone number or
address of such Holder appearing on the books of the Company, or if no such
facsimile telephone number or address appears, at the principal place of
business of the holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 4:30 p.m. (New
York time), (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section later than 4:30 p.m. (New York time) on any date and
earlier than 11:59 p.m. (New York time) on such date, (iii) four days after
deposit in the United States or Canadian mails, (iv) the Business Day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (v) upon actual receipt by the party to whom such notice is required to be
given.
Section 5. Optional Prepayment.
(a) The Company shall have the right, exercisable at any time upon ten (10)
Trading Days notice to the Holders of applicable Debentures (the "Optional
Prepayment Notice"), to prepay, from funds legally available therefor at the
time of such prepayment, all or any portion of the outstanding principal amount
of the Debentures which have not previously been repaid or for which Conversion
Notices have not previously been delivered hereunder, at a price equal to $2.00
per share. Any such prepayment by the Company shall be free of any claim of
subordination. Commencing one year following the Original Issue Date, the
Holders shall have the right to tender, and the Company shall honour, Conversion
Notices delivered prior to the expiration of the tenth Trading Day after receipt
by the Holders of an Optional Prepayment Notice for such Debentures. The entire
prepayment price shall be paid in cash.
Section 6. Definitions. For the purposes hereof, the following terms shall
have the following meanings:
"Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
Minnesota are authorized or required by law or other government action to close.
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"Common Stock" means the Company's common stock, no par value, of the
Company and stock of any other class into which such shares may hereafter have
been reclassified or changed.
"Original Issue Date" shall mean the date of the first issuance of any
Debentures regardless of the number of transfers of any Debenture and regardless
of the number of instruments which may be issued to evidence such Debenture.
"Person" means a corporation, an association, a partnership, organization,
a business, an individual, a government or political subdivision thereof or a
governmental agency.
"Trigger Date" shall mean, (i) with respect to an Event of Default caused
by an event described in Section 3(a), the date the payment of principal or
interest at issue was due, (ii) with respect to an Event of Default caused by an
event described in Section 3(b), the date specified in any other provision of
this Debenture that require prepayment of the outstanding principal amount of
this Debenture as a result of an event so contemplated, if not, the date such
event becomes an Event of Default pursuant to Section 3(b), and (iii) with
respect to an Event of Default caused by an event described in Section 3(c),
(d), and (e), the date such event becomes an Event of Default pursuant to such
Sections.
"Underlying Shares" means the shares of Common Stock into which the
Debentures are convertible in accordance with the terms hereof in such number as
required hereunder.
Section 7. Except as expressly provided herein, no provision of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, and interest on, this Debenture at
the time, place, and rate, and in the coin or currency, herein prescribed. This
Debenture is a direct obligation of the Company. This Debenture ranks pari passu
with all other Debentures now or hereafter issued under the terms set forth
herein. The Company may only voluntarily prepay the outstanding principal amount
on the Debentures in accordance with Section 5 hereof.
Section 8. This Debenture shall not entitle the Holder to any of the rights
of a stockholder of the Company, including without limitation, the right to
vote, to receive dividends and other distributions, or to receive any notice of,
or to attend, meetings of stockholders or any other proceedings of the Company,
unless and to the extent converted into shares of Common Stock in accordance
with the terms hereof.
Section 9. If this Debenture shall be mutilated, lost, stolen or destroyed,
the Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Debenture, or in lieu of or in substitution for a
lost, stolen or destroyed debenture, a new Debenture for the principal amount of
this Debenture so mutilated, lost, stolen or destroyed but
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only upon receipt of evidence of such loss, theft or destruction of such
Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.
Section 10. If any repayment of principal under this Debenture shall be
required or permitted and elected hereunder prior to July 14, 2002, (a) the
Company shall deliver the proper repayment price therefor into an escrow account
designated by and for the benefit of the Holder, which shall be held by an
escrow agent designated by such Holder and reasonably acceptable to the Company,
and (b) the Holder shall deliver to such escrow agent this Debenture (or such
principal amount hereof which is subject to such repayment). Upon receipt of the
proper repayment price and this Debenture (or such principal amount hereof which
is subject to such repayment), the escrow agent shall be instructed to deliver
such Debenture (or such principal amount hereof which is subject to such
repayment) and the repayment price in the manner directed by the Holders and the
Company.
Section 11. This Debenture shall be governed by and construed in accordance
with the laws of the province of British Columbia, without giving effect to
conflicts of laws thereof.
Section 12. Any waiver by the Company or the Holder of a breach of any
provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Debenture. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.
Section 13. If any provision of this Debenture is invalid, illegal or
unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
Section 14. Whenever any payment or other obligation hereunder shall be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next calendar month, the preceding Business Day in the appropriate calendar
month)
Section 15. The Holder may with the written consent of the Company assign
all or a portion of it's interest in the Debentures.
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IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed by a duly authorized officer as of the date first above indicated.
San Fabian Resources Inc..
By:________________________________
Name:
Title:
Attest:
By:___________________________
Name:
Title:
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EXHIBIT A
NOTICE OF IMPLEMENTATION
(To be Executed by the Registered Holder
in order to effectuate the conversion privilege of the Debenture)
By this notice the undersigned hereby elects to effectuate the conversion
privilege as defined in the Debenture to convert on a date being within 30 days
following the 75th day following the date of receipt by San Fabian Resources
Inc.(the "Company") of this notice of implementation all or a portion of
Debenture No. __ into shares of Common Stock, no par value (the "Common Stock")
of the Company.
________________________
Date of Notice
________________________
Signature
________________________
Name
________________________
Address
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EXHIBIT B
NOTICE OF CONVERSION
(To be Executed by the Registered Holder
in order to Convert the Debenture)
The undersigned hereby elects to convert on the aforementioned date that portion
of Debenture No. ____ as detailed below into shares of Common Stock, no par
value (the "Common Stock") of San Fabian Resources Ltd (the "Company") according
to the conditions hereof. If shares are to be issued in the name of a person
other than undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be
charged to the holder for any conversion, except for such transfer taxes, if
any.
Conversion calculations:
_____________________________________________
Date of Notice
_____________________________________________
Date of Conversion
_____________________________________________
Principal Amount of Debentures to be Converted
_____________________________________________
Number of shares of Common Stock to be Issued
$1.00 per share
_____________________________________________
Applicable Conversion Price
_____________________________________________
Signature
_____________________________________________
Name
_____________________________________________
Address
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Amendment of certain terms of the Convertible Debenture issued on July 14,
1997 (the "Agreement") between San Fabian Resources Inc. (the "Company") in
favour of Maitland & Company (the "Holder")
TO WIT:
Notwithstanding Section 4 of the Agreement the parties hereto agree to amend the
conversion rights of the Debenture to the effect that commencing September 29,
1999 the Holder may convert all or a portion of the Debenture plus and accrued
interest into common stock of the Company by giving the Company 5 days prior
written notice in the form of the implementation notice attached as Schedule A
to the Debenture. All other terms of the Debenture shall remain the same.
Dated this 29th day of September, 1999
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San Fabian Resources Inc.
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Maitland & Company
