ESCROW AGREEMENT
THIS AGREEMENT is dated for reference as of the 11th day of July, 1996
and made
AMONG:
MONTREAL TRUST COMPANY OF CANADA, of 510 Burrard Street, Vancouver, B.C., V6C
3B9
(the "Escrow Agent")
AND:
CARTA RESOURCES LTD., a British Columbia company, having its registered and
records office at Suite 1700, 1185 West Georgia Street, Vancouver, British
Columbia, V6E 4E6;
(the "Issuer")
AND:
EACH SHAREHOLDER, as defined in this Agreement;
(collectively, the "Parties").
WHEREAS:
A. The Shareholder has acquired or is about to acquire shares of the
Issuer;
B. The Escrow Agent has agreed to act as escrow agent in respect of the
shares upon the acquisition of the shares by the Shareholder;
NOW THEREFORE in consideration of the covenants contained in this
agreement and other good and valuable consideration (the receipt and sufficiency
of which is acknowledged), the Parties agree as follows:
1. INTERPRETATION
1.1 In this agreement:
(a) "Acknowledgement" means the acknowledgement and agreement to be bound in
the form attached as Schedule "A" to this agreement;
(b) "Act" means the Securities Act, S.B.C. 1985, c. 83;
(c) "Exchange" means the Vancouver Stock Exchange;
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(d) "Local Policy Statement 3-07" means the Local Policy Statement 3-07 of
the Executive Director in effect as of the date of reference of this agreement;
(e) "Shareholder" means a holder of shares of the Issuer who executes this
agreement or an Acknowledgement;
(f) "Shares" means the shares of the Shareholder described in Schedule "B"
to this agreement, as amended from time to time in accordance with section 9;
and
(g) "Executive Director" means the Executive Director appointed under the
Act.
2. PLACEMENT OF SHARES IN ESCROW
2.1 The Shareholder places the Shares in escrow with the Escrow Agent
and shall deliver the certificates representing the Shares to the Escrow Agent
as soon as practicable.
3. VOTING OF SHARES IN ESCROW
3.1 Except as provided by section 4.1(a), the Shareholder may exercise
all voting rights attached to the Shares.
4. WAIVER OF SHAREHOLDER'S RIGHTS
4.1 The Shareholder waives the rights attached to the Shares
(a) to vote the Shares on a resolution to cancel any of the Shares,
(b) to receive dividends, and
(c) to participate in the assets and property of the Issuer on a winding up
or dissolution of the Issuer.
5. ABSTENTION FROM VOTING AS A DIRECTOR
5.1 A Shareholder that is or becomes a director of the Issuer shall
abstain from voting on a directors' resolution to cancel any of the Shares.
6. TRANSFER WITHIN ESCROW
6.1 The Shareholder shall not transfer any of the Shares except in
accordance with Local Policy Statement 3-07 and with the consent of the
Executive Director or the Exchange.
6.2 The Escrow Agent shall not effect a transfer of the Shares within
escrow unless the Escrow Agent has received
(a) a copy of an Acknowledgement executed by the person to whom the Shares
are to be transferred, and
(b) a letter from the Executive Director or the Exchange consenting to the
transfer.
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6.3 Upon the death or bankruptcy of a Shareholder, the Escrow Agent
shall hold the Shares subject to this agreement for the person that is legally
entitled to become the registered owner of the Shares.
6.4 It is understood and acknowledged that the transfer of any of the
Shares within escrow may only be effected with the consent of the Executive
Director or Exchange and may only be made to persons who fall within the
definition of "principal" contained in Section 4.1 of Local Policy #3-07 of the
Executive Director or other persons acceptable to the Executive Director or the
Exchange. The parties agree that a Shareholder who ceases to be a principal,
dies or becomes bankrupt shall retain any performance shares then held by such
Shareholder and is not obligated to transfer or surrender to the Company or any
other person for cancellation, consideration or otherwise, the performance
shares held by such Shareholder.
7. RELEASE FROM ESCROW
7.1 The Shareholder irrevocably directs the Escrow Agent to retain the
Shares until the Shares are released from escrow pursuant to subsection 7.2 or
surrendered for cancellation pursuant to section 8.
7.2 The Escrow Agent shall not release the Shares from escrow unless
the Escrow Agent has received a letter from the Executive Director or the
Exchange consenting to the release.
7.3 The approval of the Executive Director or the Exchange to a release
from escrow of any of the Shares shall terminate this agreement only in respect
of the Shares so released.
8. SURRENDER FOR CANCELLATION
8.1 The Shareholder shall surrender the Shares for cancellation and the
Escrow Agent shall deliver the certificates representing the Shares to the
Issuer
(a) at the time of a major reorganization of the Issuer, if required as a
condition of the consent to the reorganization by the Executive Director or the
Exchange;
(b) where the Issuer's shares have been subject to a cease trade order
issued under the Act for a period of 2 consecutive years; and
(c) any shares not released from the escrow hereby created before the
expiration of five years from the date the Exchange accepts this agreement for
filing shall be surrendered by the shareholder for cancellation forthwith and
the Company and the Escrow Agent hereby agree to take all such actions as may be
necessary to expeditiously effect such cancellation.
9. AMENDMENT OF AGREEMENT
9.1 Subject to subsection 9.2, this agreement may be amended only by a
written agreement among the Parties and with the written consent of the
Executive Director or the Exchange.
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9.2 Schedule "B" to this agreement shall be amended upon
(a) a transfer of Shares pursuant to section 6,
(b) a release of Shares from escrow pursuant to section 7, or
(c) a surrender of Shares for cancellation pursuant to section 8,
and the Escrow Agent shall note the amendment on the Schedule 'B" in its
possession.
10. INDEMNIFICATION OF ESCROW AGENT
10.1 The Issuer and the Shareholders, jointly and severally, release,
indemnify and save harmless the Escrow Agent from all costs, charges, claims,
demands, damages, losses and expenses resulting from the Escrow Agent's
compliance in good faith with this agreement.
11. RESIGNATION OF ESCROW AGENT
11.1 If the Escrow Agent wishes to resign as escrow agent in respect of
the Shares, the Escrow Agent shall give notice to the Issuer.
11.2 If the Issuer wishes the Escrow Agent to resign as escrow agent in
respect of the Shares, the Issuer shall give notice to the Escrow Agent.
11.3 A notice referred to in subsection 11.1 or 11.2 shall be in
writing and delivered to:
(a) the Issuer at Carta Resources Ltd, c/o Page Fraser & Associates, Suite
1100, 1185 West Georgia Street, Vancouver, B.C., V6E 4E6, Attention: L.J. Hogg:
or
(b) the Escrow Agent at Montreal Trust Company of Canada, 510 Burrard
Street, Vancouver, B.C., V6C 3B9
and the notice shall be deemed to have been received on the date of delivery.
The Issuer or the Escrow Agent may change its address for notice by giving
notice to the other party in accordance with this subsection.
11.4 A copy of a notice referred to in subsection 11.1 or 11.2 shall
concurrently be delivered to the Executive Director or the Exchange.
11.5 The resignation of the Escrow Agent shall be effective and the
Escrow Agent shall cease to be bound by this agreement on the date that is 180
days after the date of receipt of the notice referred to in subsection 11.1 or
11.2 or on such other date as the Escrow Agent and the Issuer may agree upon
(the "resignation date").
11.6 The Issuer shall, before the resignation date and with the written
consent of the Executive Director or the Exchange, appoint another escrow agent
and that appointment shall be binding on the Issuer and the Shareholders.
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12. FURTHER ASSURANCES
12.1 The Parties shall execute and deliver any documents and perform
any acts necessary to carry out the intent of this agreement.
13. TIME
13. Time is of the essence of this agreement.
14. GOVERNING LAWS
14.1 This agreement shall be construed in accordance with and governed
by the laws of British Columbia and the laws of Canada applicable in British
Columbia.
15. COUNTERPARTS
15.1 This agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which shall constitute one
agreement.
16. LANGUAGE
16.1 Wherever a singular expression is used in this agreement, that
expression is deemed to include the plural or the body corporate where required
by the context.
17. ENUREMENT
17.1 This agreement enures to the benefit of and is binding on the
Parties and their heirs, executors, administrators, successors and permitted
assigns.
The Parties have executed and delivered this agreement as of the date
of reference of this agreement.
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THE CORPORATE SEAL OF )
MONTREAL TRUST COMPANY OF )
CANADA was hereunto affixed in )
the presence of: )
)
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Authorized Signatory )
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Authorized Signatory ) C/S
THE CORPORATE SEAL OF )
CARTA RESOURCES LTD. )
was hereunto affixed in )
the presence of: )
)
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Authorized Signatory )
)
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Authorized Signatory ) C/S
SIGNED, SEALED AND DELIVERED )
by JOHN E. CHARLESWORTH in )
the presence of: )
)
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Signature )
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Address )
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Occupation )
SIGNED, SEALED AND DELIVERED )
by THOMAS J. BOYCHUK in )
the presence of: )
)
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Signature )
)
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Address )
)
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Occupation )
SIGNED, SEALED AND DELIVERED )
by H. LEO KING in )
the presence of: )
)
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Signature )
)
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Address )
)
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Occupation )
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SCHEDULE "A" TO ESCROW AGREEMENT
NAME AND ADDRESS NUMBER OF SHARES
OF SHAREHOLDER HELD IN ESCROW
JOHN E. CHARLESWORTH 250,000
THOMAS J. BOYCHUK 250,000
H. LEO KING 250,000
TOTAL: 750,000
