<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
- ----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
- ----------------------------------------------------------------------------
(Title and Class of Securities)
693286 10 6
- ----------------------------------------------------------------------------
(CUSIP Number)
Michael J. Smith, 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland
Telephone (41 22) 818 2999
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 6, 1998
- ----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
<PAGE> 2
Page 2 of 11 Pages
CUSIP No. 693286 10 6
-----------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC Bancorp Ltd.
-------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
----------------------------------------------
4) Source of Funds AF
-------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
- -------------------------------------------------------------------------
6) Citizenship or Place of Organization Yukon Territory, Canada
-------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ---------------------
ficially (8) Shared Voting Power 6,866,003*
Owned by -------------------
Each Reporting (9) Sole Dispositive Power 0
Person ----------------
With (10) Shared Dispositive Power 6,866,003*
--------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,866,003*
----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 88.0%*
-------------------
14) Type of Reporting Person CO
---------------------------------------------
- --------------
* Including the assumed conversion of 402,500 preferred shares of ICHOR
Corporation indirectly acquired on March 6, 1998, based on a conversion
price of $1.39.
<PAGE> 3
Page 3 of 11 Pages
CUSIP No. 693286 10 6
-----------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Logan International Corp.
-------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
-----------------------------------------------------
4) Source of Funds WC
--------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
-------------------------------------------------------------------
6) Citizenship or Place of Organization Washington
-----------------------------
Number of (7) Sole Voting Power 0
Shares Bene- -----------
ficially (8) Shared Voting Power 3,525,180*
Owned by -----------
Each Reporting (9) Sole Dispositive Power 0
Person -------
With (10) Shared Dispositive Power 3,525,180*
-----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,525,180*
----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 59.4%*
--------------------
14) Type of Reporting Person CO
--------------------------------------------
- --------------
* Including the assumed conversion of 142,500 preferred shares of ICHOR
Corporation acquired on March 6, 1998, based on a conversion price of
$1.39.
<PAGE> 4
Page 4 of 11 Pages
CUSIP No. 693286 10 6
-----------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Sutton Park International Ltd.
-------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
------------------------------------------------------
4) Source of Funds WC
---------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
--------------------------------------------------------------------
6) Citizenship or Place of Organization Tortola, British Virgin Islands
--------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ---------------
ficially (8) Shared Voting Power 1,258,992*
Owned by -------------
Each Reporting (9) Sole Dispositive Power 0
Person ----------
With (10) Shared Dispositive Power 1,258,992*
-----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,258,992*
----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 20.4%*
----------
14) Type of Reporting Person CO
----------------------------------
- -------------
* Assuming the conversion of 175,000 preferred shares of ICHOR Corporation
acquired on March 6, 1998, based on a conversion price of $1.39.
<PAGE> 5
Page 5 of 11 Pages
CUSIP No. 693286 10 6
-----------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Constable Investments Ltd.
--------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
--------------------------------------------------
4) Source of Funds WC
----------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
---------------------------------------------------------------------
6) Citizenship or Place of Organization Tortola, British Virgin Islands
-------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ---------------
ficially (8) Shared Voting Power 611,511*
Owned by -------------
Each Reporting (9) Sole Dispositive Power 0
Person ----------
With (10) Shared Dispositive Power 611,511*
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 611,511*
--------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
---------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 11.1%*
-----------
14) Type of Reporting Person CO
------------------------------------
- -------------
* Assuming the conversion of 85,000 preferred shares of ICHOR Corporation
acquired on March 6, 1998, based on a conversion price of $1.39.
<PAGE> 6
Page 6 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par value
each of ICHOR Corporation ("ICHOR"), a Delaware corporation, having a
principal executive office at Suite 1250, 400 Burrard Street, Vancouver,
British Columbia, Canada, V6C 3A6.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC Bancorp Ltd. ("MFC"), Logan
International Corp. ("Logan"), Sutton Park International Ltd. ("Sutton")
and Constable Investments Ltd. ("Constable"). MFC operates in the financial
services segment and has a principal business and office address at 6 Rue
Charles-Bonnet, 1206 Geneva, Switzerland. Sutton and Constable are wholly-
owned operating companies of MFC. Sutton's principal business and office
address is 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. Constable's
principal business and office address is 8 Queensway House, Queen Street,
St. Helier, Jersey, Channel Islands, JF2 4WD. Logan is a 69% owned
subsidiary of MFC which engages in real estate activities and has a
principal business and office address at #108 - 1201 SW 7th Street, P.O. Box
860, Renton, Washington, U.S.A. 98055-0860. See Item 6 on pages 2 to 5 of
this Schedule 13D/A for the jurisdiction of organization of MFC, Logan,
Sutton and Constable.
The following table lists the names, citizenship, principal business
addresses and principal occupations of the executive officers and directors
of MFC, Logan, Sutton and Constable. Sanne Trust Company Limited ("Sanne")
is the corporate secretary of Sutton and Constable and is a corporation
organized pursuant to the laws of the Channel Islands. Sanne operates as a
corporate secretary and nominee and has a principal business and office
address at 8 Queensway House, Queen Street, St. Helier, Jersey, Channel
Islands, JE2 4WD.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME RESIDENCE PRINCIPAL
OR BUSINESS ADDRESS OCCUPATION CITIZENSHIP
- -------------------------------------------------------------------------------------
Michael J. Smith 6 Rue Charles-Bonnet, Director, President British
1206 Geneva, Switzerland and Chief Executive
Officer of MFC
- -------------------------------------------------------------------------------------
Roy Zanatta 2 Stratford Place Director and Canadian
London, England Secretary of MFC
United Kingdom, W1N 9AE
- -------------------------------------------------------------------------------------
Sok Chu Kim 1071 - 59 Namhyun-Dong, Director of Korea Korean
Gwanak-Kn, Seoul, Korea Liberalization Fund Ltd.
- -------------------------------------------------------------------------------------
Julius Mallin 256 Jarvis Street, Retired Businessman Canadian
Apt. 8D,Toronto,Ontario,
Canada, M5B 2J4
- -------------------------------------------------------------------------------------
Oq-Hyun Chin 3,4 Floor, Kyung Am Bldg., Business Advisor, Korean
831028 Yeoksam-Dong, The Art Group Architects
Kangnam-Ku, Seoul, Korea & Engineers Ltd.
- -------------------------------------------------------------------------------------
Leonard Petersen Suite 1270, 609 Granville Director and Senior Canadian
Street, Vancouver, B.C. Officer of Pemcorp
Canada V7Y 1G6 Management, Inc.
- -------------------------------------------------------------------------------------
Roland Waldvogel Baarestrasse 10, Zurich, Independent Trust Swiss
Switzerland, CH-6301 Officer
- -------------------------------------------------------------------------------------
Diana Beaumont La Seigneurie, Sark, Corporate Director British
Channel Islands
- -------------------------------------------------------------------------------------
Jonathan Charles La Jaspellerie, Sark, Hotelier British
Brannam Channel Islands
- -------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
Page 7 of 11 Pages
During the last five years, neither MFC, Logan, Sutton, Constable nor, to
the knowledge of MFC, Logan, Sutton or Constable, any of their officers or
directors, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor have they been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Each of MFC, Logan, Sutton and Constable have executed a joint filing
agreement consenting to the joint filing of this Schedule 13D/A. Such
agreement is filed as Exhibit 1 to this Schedule 13D/A and is incorporated
herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Logan acquired 142,500 shares of 5% Cumulative Redeemable Convertible
Preferred Stock, Series 1 (the "Preferred Stock") of ICHOR in consideration
of debt forgiveness in the amount of $1,425,000. Sutton acquired 175,000
shares of Preferred Stock in consideration of $750,000 in debt forgiveness
and $1,000,000 from Sutton's cash reserves. Constable has paid an aggregate
of $850,000 or $10.00 per share for 85,000 shares of Preferred Stock. The
purchase price was paid from Constable's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
Logan, Sutton and Constable have acquired their respective shares of
Preferred Stock for investment purposes. At this time, neither MFC, Logan,
Sutton or Constable nor, to the knowledge of MFC, Logan, Sutton or
Constable, any of their directors or executive officers, have the intention
of acquiring additional shares of ICHOR, although MFC, Logan, Sutton and
Constable reserve the right to make additional purchases on the open market,
in private transactions and from treasury. Neither MFC, Logan, Sutton or
Constable nor, to the knowledge of MFC, Logan, Sutton or Constable, any of
their directors or executive officers, have any present intention,
arrangements or understandings to effect any of the transactions listed in
Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As disclosed in the Schedule 13D dated December 17, 1996 filed by MFC and
Logan, MFC was the beneficial holder of 3,970,320 shares of common stock of
ICHOR, and Logan was the beneficial holder of 2,500,000 shares of common
stock of ICHOR. On March 6, 1998, Logan completed the acquisition of
142,500 shares of Preferred Stock (the "Logan Preferred Stock") from
treasury in consideration of $1,425,000 in debt forgiveness. The Preferred
Stock have a conversion price equal to 90% of the 20 day average closing
trading price of the shares of common stock of ICHOR on the stock exchange
or quotation system through with the largest number of shares of common
stock traded during the period immediately preceding the date that notice of
conversion is delivered to
<PAGE> 8
Page 8 of 11 Pages
ICHOR. For the purposes of this Schedule 13D/A, the conversion price and
the amount of underlying common stock have been calculated using the 20 day
average closing trading price on March 6, 1998, which was approximately
$1.54. As a result of these transactions, Logan has the shared power to
direct the vote and disposition of a total of 3,525,180 shares of common
stock of ICHOR, which represents approximately 59.4% of the issued and
outstanding common stock of ICHOR, assuming the conversion of the Logan
Preferred Stock at a conversion price of $1.39 per share into 1,025,180
common shares of ICHOR.
On March 6, 1998, Sutton completed the acquisition of 175,000 shares of
Preferred Stock (the "Sutton Preferred Stock") from treasury in
consideration of $750,000 in debt forgiveness and a private placement in the
amount of $1.0 million. As a result, Sutton has the shared power to direct
the vote and disposition of 1,258,992 shares of common stock of ICHOR, which
represents approximately 20.4% of ICHOR's issued and outstanding common
shares, assuming the conversion of the Sutton Preferred Stock at a
conversion price of $1.39 per share.
On March 6, 1998, Constable completed the acquisition of 85,000 shares of
Preferred Stock (the "Constable Preferred Stock") from treasury for $10.00
per share or an aggregate purchase price of $850,000. As a result,
Constable has the shared power to direct the vote and disposition of 611,511
shares of common stock of ICHOR, which represents approximately 11.1% of
ICHOR's issued and outstanding common shares, assuming the conversion of the
Constable Preferred Stock at a conversion price of $1.39 per share.
As a result of the above-mentioned transactions, MFC has the shared power to
direct the vote and disposition of 6,866,003 shares of common stock of
ICHOR, which represents approximately 88% of ICHOR's issued and outstanding
common shares, assuming the conversion of the Logan, Sutton and Constable
Preferred Stock at a conversion price of $1.39 per share into an aggregate
of 2,895,683 common shares of ICHOR.
Michael J. Smith, Roy Zanatta and Leonard Petersen are each deemed to be
beneficial owners of approximately 10,000 shares (less than 1%) of common
stock of ICHOR, pursuant to unexercised stock options.
To the knowledge of MFC, Logan, Sutton and Constable, none of its directors
or executive officers have any power to vote or dispose of any shares of
common stock of ICHOR, nor did they, MFC, Logan, Sutton or Constable effect
any transactions in such shares during the past 60 days, except as disclosed
herein.
<PAGE> 9
Page 9 of 11 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The description of the transactions described in Item 5 above is qualified
in its entirety by reference to Exhibits 2, 3, 4, 5 and 6 which contain the
debt settlement and subscription agreements and are incorporated herein by
reference.
As disclosed in Item 5 above, Mr. Smith, Mr. Zanatta and Mr. Petersen
currently hold stock options entitling them to purchase shares of common
stock of ICHOR. Set forth as Exhibit 7 is ICHOR's Amended 1994 Stock Option
Plan, which is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement among MFC Bancorp
Ltd., Logan International Corp., Sutton Park
International Ltd. and Constable Investments
Ltd. dated March 13, 1998.
2 Debt Settlement Agreement between Logan
International Corp. and ICHOR Corporation
dated September 30, 1997.
3 Debt Settlement Agreement between Logan
International Corp. and ICHOR Corporation
dated February 20, 1998.
4 Debt Settlement Agreement between Sutton Park
International Ltd. and ICHOR Corporation
dated February 20, 1998.
5 Subscription Agreement between Constable
Investments Ltd. and ICHOR Corporation dated
February 26, 1998.
6 Subscription Agreement between Sutton Park
International Ltd. and ICHOR Corporation
dated February 26, 1998.
7 Amended 1994 Stock Option Plan of ICHOR
Corporation. Incorporated by reference to the
Definitive Schedule 14A of ICHOR Corporation
filed July 9, 1996.
<PAGE> 10
Page 10 of 11 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 13, 1998
------------------------------
(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
------------------------------
(Signature)
Michael J. Smith, President
------------------------------
(Name and Title)
March 13, 1998
------------------------------
(Date)
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
------------------------------
(Signature)
Michael J. Smith, President
------------------------------
(Name and Title)
<PAGE> 11
Page 11 of 11 Pages
March 13, 1998
------------------------------
(Date)
SUTTON PARK INTERNATIONAL LTD.
By: /s/ Michael J. Smith
------------------------------
(Signature)
Michael J. Smith, Director
------------------------------
(Name and Title)
March 13, 1998
------------------------------
(Date)
CONSTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith
------------------------------
(Signature)
Michael J. Smith, Director
------------------------------
(Name and Title)
<PAGE> 12
EXHIBIT INDEX
-------------
1 Joint Filing Agreement among MFC Bancorp Ltd., Logan
International Corp., Sutton Park International Ltd. and
Constable Investments Ltd. dated March 13, 1998.
2 Debt Settlement Agreement between Logan International Corp. and
ICHOR Corporation dated September 30, 1997.
3 Debt Settlement Agreement between Logan International Corp. and
ICHOR Corporation dated February 20, 1998.
4 Debt Settlement Agreement between Sutton Park International
Ltd. and ICHOR Corporation dated February 20, 1998.
5 Subscription Agreement between Constable Investments Ltd. and
ICHOR Corporation dated February 26, 1998.
6 Subscription Agreement between Sutton Park International Ltd.
and ICHOR Corporation dated February 26, 1998.
7 Amended 1994 Stock Option Plan of ICHOR Corporation.
Incorporated by reference to the Definitive Schedule 14A of
ICHOR Corporation filed July 9, 1996.
<PAGE> 1
JOINT FILING AGREEMENT
----------------------
THIS AGREEMENT dated the 13th day of March, 1998.
WHEREAS:
A. Logan International Corp. ("Logan") is the beneficial owner of 142,500
shares of 5% Cumulative Redeemable Convertible Preferred Stock, Series 1
(the "Preferred Stock") of ICHOR Corporation ("ICHOR") and a further
2,500,000 shares of common stock of ICHOR, Sutton Park International Ltd.
("Sutton") is the beneficial owner of 175,000 shares of Preferred Stock,
Constable Investments Ltd. ("Constable") is the beneficial owner of 85,000
shares of Preferred Stock, and MFC Bancorp Ltd. ("MFC") is the indirect
beneficial owner of the Preferred Stock held by Logan, Sutton and Constable
and a further 3,970,320 shares of common stock of ICHOR (including the
shares of common stock held by Logan); and
B. Each of MFC, Logan, Sutton and Constable (each a "Filer" and
collectively, the "Filers") are responsible for filing a Schedule 13D or
Schedule 13 D/A (the "Schedule 13D/A") relating to the acquisition of the
Preferred Stock, pursuant to U.S. securities laws;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Each Filer covenants and agrees that it is individually eligible to use
the Schedule 13D/A which is to be filed;
2. Each Filer is individually responsible for the timely filing of any
amendments to the Schedule 13D/A, and for the completeness and accuracy
of the information concerning themselves, but is not responsible for the
completeness and accuracy of any of the information contained in the
Schedule 13D/A as to any other Filer, unless such Filer knows or has
reason to believe that the information is inaccurate;
3. This Schedule 13D/A contains the required information with regard to
each Filer and indicates that it is filed on behalf of all Filers; and
4. Each Filer agrees that the Schedule 13D/A to which this Joint Filing
Agreement is attached as Exhibit 1 is filed on its behalf.
IN WITNESS WHEREOF the parties have duly executed this Joint Filing
Agreement.
MFC BANCORP LTD. LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith By: /s/ Michael J. Smith
---------------------------- --------------------------
Michael J. Smith, President Michael J. Smith, President
SUTTON PARK INTERNATIONAL LTD. CONTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith By: /s/ Michel J. Smith
---------------------------- --------------------------
Michael J. Smith, Director Michael J. Smith, Director
<PAGE> 1
DEBT SETTLEMENT AGREEMENT
-------------------------
THIS AGREEMENT is dated for reference the 30th day of September, 1997,
BETWEEN:
LOGAN INTERNATIONAL CORP., of
Suite 101 - 923 Powell Avenue, Renton, WA 98055
(hereinafter referred to as the "Creditor")
OF THE FIRST PART
AND:
ICHOR CORPORATION, of 300 Oxford Drive,
Suite 200, Monroeville, PA 15146-2343
(hereinafter referred to as the "Corporation")
OF THE SECOND PART
WHEREAS:
A. The Corporation is indebted to the Creditor and the Creditor has agreed
to accept payment of the said indebtedness in the amount of $600,000
(the "Indebtedness") by delivery of 5% Cumulative Convertible Redeemable
Preferred Shares, Series 1 of the Corporation having rights, privileges,
restrictions and conditions which substantially conform to those
contemplated by Schedule "A" hereto (the "Preferred Shares") as
hereinafter set forth;
B. The Creditor has agreed to accept the issuance of Preferred Shares in
the capital of the Corporation at a deemed price of $10.00 per Preferred
Share in full discharge and complete satisfaction of the Indebtedness
and to grant the Corporation a release on receipt of the Preferred
Shares;
NOW THEREFORE this agreement witnesseth that in consideration of the
premises and the mutual covenants and agreements hereinafter contained and
the sum of $10.00 paid by each party to the other (the receipt of which is
hereby acknowledged) and other good and valuable consideration the parties
hereto COVENANT AND AGREE AS FOLLOWS:
1. Upon creation of the Preferred Shares, the Corporation shall forthwith
issue and deliver a certificate representing the Preferred Shares to the
Creditor in full settlement and satisfaction of the Indebtedness to the
Creditor at the address first above written.
<PAGE> 2
2
2. The Creditor hereby covenants with the Corporation that he will accept
the issuance and delivery of a certificate representing the Preferred
Shares from the Corporation at any time up to 5:00 p.m. on or before the
31st day of March, 1998 in full settlement and satisfaction of the
Indebtedness, and hereby absolutely releases and fully discharges the
Corporation from the Indebtedness. In the event that the Preferred
Shares have not been delivered to the Creditor by March 31, 1998, the
Creditor may, at its option, rescind this agreement, whereupon this
agreement shall be terminated with effect from the date hereof.
3. The Creditor represents and warrants to the Corporation and covenants
with the Corporation that:
(a) it is a company duly incorporated and existing under the laws of
its incorporating jurisdiction and at the closing date will have
the power and capacity to own the Preferred Shares and to enter
into this agreement and to carry out its terms and conditions to
the full extent;
(b) the acceptance of the Preferred Shares in lieu of payment has been
validly authorized by all necessary corporate acts;
(c) the Creditor is purchasing the Preferred Shares as principal and is
not a partnership, syndicate, trust, or unincorporated
organization;
(d) the Creditor is, by virtue of its net worth and investment
experience, or by virtue of consultation with or advice from a
person who is not a promoter of the Corporation and is a registered
adviser or registered dealer, able to evaluate the merits of the
investment in the Preferred Shares based upon information requested
of or presented by the Corporation;
(e) the Creditor is not purchasing the Preferred Shares on the basis of
any information respecting the Corporation not generally known save
knowledge of this transaction;
(f) due to the nature and stage of the Corporation's business and
properties the Creditor acknowledges that an investment in the
Preferred Shares must be considered speculative; and
(g) the Creditor understands that the Preferred Shares have not been
registered by the Corporation under the United States Securities
Act of 1933 (the "1933 Act") and that the Corporation does not
plan, and is under no obligation to provide for registration of the
Preferred Shares in the future. Offer or sale of the Preferred
Shares in the United States or to a U.S. person would constitute a
violation of United States law unless made in compliance with the
registration requirements of the 1933 Act or pursuant to an
exemption therefrom. The term "United States" means the United
States of America and includes its territories, possessions and all
<PAGE> 3
3
areas subject to its jurisdiction; and the term "U.S. person" has
the meaning as defined in Regulation S made under the 1933 Act.
4. The Corporation represents and covenants, as the case may be, that:
(a) it is duly incorporated and validly existing under the laws of the
State of Delaware;
(b) it has all necessary corporate authority to enter into this
agreement and to effect the issuance of the Preferred Shares agreed
to hereby; and
(c) its shares trade through the National Association of Securities
Dealers Automated Quotation System SmallCap market.
5. In exchange for the Preferred Shares, the Creditor hereby agrees not to
commence any action or proceeding whatsoever against the Corporation
including the filing of any charge, lien or encumbrance against the
Corporation, its properties, or assets, existing or future during the
term of this agreement and this agreement may be pleaded as a defence to
any such action or proceeding commenced and shall deliver to the
Corporation a release of any and all claims related to the subject
matter hereof in a form reasonably satisfactory to the Corporation upon
receipt of the Preferred Shares.
6. Time is of the essence of this agreement.
7. This Agreement shall be governed and enforced in accordance with the
laws of Switzerland, without regard to its conflict of laws and
principles, and the parties hereto agree to submit any dispute hereunder
to the jurisdiction of the courts of the Canton of Geneva.
8. All references to sums of money shall be deemed to refer to the legal
tender of the United States unless otherwise specified.
9. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
10. The parties hereto agree to execute such further and other agreements as
may be necessary to give effect to the meaning and intent of this
agreement.
<PAGE> 4
4
11. This agreement may be executed in several parts in the same form and by
facsimile and such parts as so executed shall together constitute one
original document, and such parts, if more than one, shall be read
together and construed as if all the signing parties had executed one
copy of the said agreement.
IN WITNESS WHEREOF the parties hereto have hereunto executed this agreement
as of the day and year first above written.
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
--------------------------
Name:
--------------------------
Title:
--------------------------
ICHOR CORPORATION
By: /s/ Michael J. Smith
---------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE> 5
SCHEDULE "A"
ICHOR CORPORATION
SUMARY OF TERMS AND PROVISIONS TO BE ATTACHED TO
THE PREFERRED SHARES
I. Securities: 5% Cumulative Redeemable Convertible Preferred Shares,
----------- Series 1 ("Series 1 Preferred Shares")
II. Dividends: The Holders of the Series 1 Preferred Shares shall be
---------- entitled to receive and the Corporation shall pay
thereon, as and when declared by the Board of
Directors of the Corporation, out of the monies of
the Corporation properly applicable to the payment of
dividends, preferential cumulative cash dividends
payable quarterly on the last day of each of March,
June, September and December in each year commencing
March 31, 1998. in an amount per share of $0.125
(subject to appropriate pro rata adjustment for the
initial dividend).
III.Conversion Rights: Each Holder of Series 1 Preferred Shares will have
------------------ the right to convert such shares into common shares
(the "Common Shares") of the Corporation. Such
conversion shall occur with respect to each Common
Share at a conversion price equal to 90% of the fair
market value thereof (the "Conversion Price")
calculated as at the date of conversion based upon
the Corporation's 20 day average closing trading
price on the stock exchange or quotation system
through which the largest number of Common Shares
traded during such period immediately preceding the
date that notice of conversion is delivered to the
Corporation (the "Conversion Date"). The number of
Common Shares to be delivered upon conversion of each
Series 1 Preferred Share shall be equal to the issue
price thereof plus all accrued but unpaid dividends
outstanding as at the Conversion Date divided by the
Conversion Price. The right to convert the Series 1
Preferred Shares shall be exercisable from the date
of issue thereof and shall terminate if notice of
exercise is not received by the Corporation on or
before the day that is five years following the date
of issue.
IV. Voting Rights: The Holders of the Series 1 Preferred Shares will not
-------------- be entitled as such to receive notice of or to attend
at or vote at any meetings of the shareholders of the
Corporation.
<PAGE> 6
-2-
V. Redemption: The Corporation may redeem at any time all of the
----------- outstanding Series 1 Preferred Shares, or from time to
time, any part thereof on payment, for each such share
to be redeemed of $10.00 together with accrued and
unpaid dividends to the date fixed for redemption, the
whole constituting the "Redemption Price". Notice of
any redemption shall be given by the Corporation at
least 30 days prior to the date fixed for redemption.
If less than all of the outstanding Series 1 Preferred
Shares are at any time to be redeemed, the shares to
be redeemed shall be selected by lot or in such other
manner as the Corporation may determine.
VI. Priority as to Capital:
-----------------------
In the event of the liquidation, dissolution or
winding up of the Corporation or other distribution of
its assets among its shareholders for the purpose of
winding up its affairs, the holders of the Series 1
Preferred Shares will be entitled to receive an amount
equal to $10.00 per share together with all accrued
and unpaid dividends thereon before any amounts are
paid or any assets of the Corporation are distributed
to the holders of any common shares or other shares
ranking junior to the Series 1 Preferred Shares. Upon
payment to the holders of the Series 1 Preferred
Shares of the amounts so payable to them, such holders
shall not be entitled to share in any further
distribution of the assets of the Corporation.
VII. Restrictions on Dividends and Retirement of Shares:
---------------------------------------------------
So long as any of the Series 1 Preferred Shares are
outstanding, the Corporation will not, without the
prior approval of the holders of the Series 1
Preferred Shares voting at a meeting of such holders:
(a) declare or pay any dividend on any shares of the
Corporation ranking junior to the Series 1
Preferred Shares (other than stock dividends in
any shares ranking junior to the Series 1
Preferred Shares); or
(b) redeem, purchase or make any capital distribution
in respect of any shares of the Corporation
ranking junior to the Series 1 Preferred Shares;
(c) except pursuant to any purchase obligation,
sinking fund, retraction privilege or mandatory
redemption provision, redeem, purchase or make any
capital distribution in respect of any other
shares ranking on a parity with the Series 1
Preferred Shares,
<PAGE> 7
-3-
unless in each such case all dividends on the
Series 1 Preferred Shares and on all other shares
of the Corporation ranking in parity with the
Series 1 Preferred Shares accrued up to and
including the immediately preceding dividend
payment date shall have been declared and paid or
set apart for payment.
<PAGE> 1
DEBT SETTLEMENT AGREEMENT
-------------------------
THIS AGREEMENT is dated for reference the 20th day of February, 1998,
BETWEEN:
LOGAN INTERNATIONAL CORP., of
Suite 101 - 923 Powell Avenue, Renton, WA 98055
(hereinafter referred to as the "Creditor")
OF THE FIRST PART
AND:
ICHOR CORPORATION, of 300 Oxford Drive,
Suite 200, Monroeville, PA 15146-2343
(hereinafter referred to as the "Corporation")
OF THE SECOND PART
WHEREAS:
A. The Corporation is indebted to the Creditor and the Creditor has agreed
to accept payment of the said indebtedness in the amount of $825,000
(the "Indebtedness") by delivery of 5% Cumulative Convertible Redeemable
Preferred Shares, Series 1 of the Corporation having rights, privileges,
restrictions and conditions which substantially conform to those
contemplated by Schedule "A" hereto (the "Preferred Shares") as
hereinafter set forth;
B. The Creditor has agreed to accept the issuance of Preferred Shares in
the capital of the Corporation at a deemed price of $10.00 per Preferred
Share in full discharge and complete satisfaction of the Indebtedness
and to grant the Corporation a release on receipt of the Preferred
Shares;
NOW THEREFORE this agreement witnesseth that in consideration of the
premises and the mutual covenants and agreements hereinafter contained and
the sum of $10.00 paid by each party to the other (the receipt of which is
hereby acknowledged) and other good and valuable consideration the parties
hereto COVENANT AND AGREE AS FOLLOWS:
1. Upon creation of the Preferred Shares, the Corporation shall forthwith
issue and deliver a certificate representing the Preferred Shares to the
Creditor in full settlement and satisfaction of the Indebtedness to the
Creditor at the address first above written.
<PAGE> 2
2
2. The Creditor hereby covenants with the Corporation that he will accept
the issuance and delivery of a certificate representing the Preferred
Shares from the Corporation at any time up to 5:00 p.m. on or before the
31st day of March, 1998 in full settlement and satisfaction of the
Indebtedness, and hereby absolutely releases and fully discharges the
Corporation from the Indebtedness. In the event that the Preferred
Shares have not been delivered to the Creditor by March 31, 1998, the
Creditor may, at its option, rescind this agreement, whereupon this
agreement shall be terminated with effect from the date hereof.
3. The Creditor represents and warrants to the Corporation and covenants
with the Corporation that:
(a) it is a company duly incorporated and existing under the laws of
its incorporating jurisdiction and at the closing date will have
the power and capacity to own the Preferred Shares and to enter
into this agreement and to carry out its terms and conditions to
the full extent;
(b) the acceptance of the Preferred Shares in lieu of payment has been
validly authorized by all necessary corporate acts;
(c) the Creditor is purchasing the Preferred Shares as principal and is
not a partnership, syndicate, trust, or unincorporated
organization;
(d) the Creditor is, by virtue of its net worth and investment
experience, or by virtue of consultation with or advice from a
person who is not a promoter of the Corporation and is a registered
adviser or registered dealer, able to evaluate the merits of the
investment in the Preferred Shares based upon information requested
of or presented by the Corporation;
(e) the Creditor is not purchasing the Preferred Shares on the basis of
any information respecting the Corporation not generally known save
knowledge of this transaction;
(f) due to the nature and stage of the Corporation's business and
properties the Creditor acknowledges that an investment in the
Preferred Shares must be considered speculative; and
(g) the Creditor understands that the Preferred Shares have not been
registered by the Corporation under the United States Securities
Act of 1933 (the "1933 Act") and that the Corporation does not
plan, and is under no obligation to provide for registration of the
Preferred Shares in the future. Offer or sale of the Preferred
Shares in the United States or to a U.S. person would constitute a
violation of United States law unless made in compliance with the
registration requirements of the 1933 Act or pursuant to an
exemption therefrom. The term "United States" means the United
States of America and includes its territories, possessions and all
<PAGE> 3
3
areas subject to its jurisdiction; and the term "U.S. person" has
the meaning as defined in Regulation S made under the 1933 Act.
4. The Corporation represents and covenants, as the case may be, that:
(a) it is duly incorporated and validly existing under the laws of the
State of Delaware;
(b) it has all necessary corporate authority to enter into this
agreement and to effect the issuance of the Preferred Shares agreed
to hereby; and
(c) its shares trade through the National Association of Securities
Dealers Automated Quotation System SmallCap market.
5. In exchange for the Preferred Shares, the Creditor hereby agrees not to
commence any action or proceeding whatsoever against the Corporation
including the filing of any charge, lien or encumbrance against the
Corporation, its properties, or assets, existing or future during the
term of this agreement and this agreement may be pleaded as a defence to
any such action or proceeding commenced and shall deliver to the
Corporation a release of any and all claims related to the subject
matter hereof in a form reasonably satisfactory to the Corporation upon
receipt of the Preferred Shares.
6. Time is of the essence of this agreement.
7. This Agreement shall be governed and enforced in accordance with the
laws of Switzerland, without regard to its conflict of laws and
principles, and the parties hereto agree to submit any dispute hereunder
to the jurisdiction of the courts of the Canton of Geneva.
8. All references to sums of money shall be deemed to refer to the legal
tender of the United States unless otherwise specified.
9. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns and shall
have economic effect retroactive to December 31, 1997.
10. The parties hereto agree to execute such further and other agreements as
may be necessary to give effect to the meaning and intent of this
agreement.
<PAGE> 4
4
11. This agreement may be executed in several parts in the same form and by
facsimile and such parts as so executed shall together constitute one
original document, and such parts, if more than one, shall be read
together and construed as if all the signing parties had executed one
copy of the said agreement.
IN WITNESS WHEREOF the parties hereto have hereunto executed this agreement
as of the day and year first above written.
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
--------------------------
Name:
--------------------------
Title:
--------------------------
ICHOR CORPORATION
By: /s/ Michael J. Smith
--------------------------
Name:
--------------------------
Title:
--------------------------
<PAGE> 5
SCHEDULE "A"
ICHOR CORPORATION
SUMARY OF TERMS AND PROVISIONS TO BE ATTACHED TO
THE PREFERRED SHARES
I. Securities: 5% Cumulative Redeemable Convertible Preferred
----------- Shares, Series 1 ("Series 1 Preferred Shares")
II. Dividends: The Holders of the Series 1 Preferred Shares
---------- shall be entitled to receive and the Corporation
shall pay thereon, as and when declared by the
Board of Directors of the Corporation, out of the
monies of the Corporation properly applicable to
the payment of dividends, preferential cumulative
cash dividends payable quarterly on the last day
of each of March, June, September and December in
each year commencing March 31, 1998. in an amount
per share of $0.125 (subject to appropriate pro
rata adjustment for the initial dividend).
III. Conversion Rights: Each Holder of Series 1 Preferred Shares will
------------------ have the right to convert such shares into common
shares (the "Common Shares") of the Corporation.
Such conversion shall occur with respect to each
Common Share at a conversion price equal to 90%
of the fair market value thereof (the "Conversion
Price") calculated as at the date of conversion
based upon the Corporation's 20 day average
closing trading price on the stock exchange or
quotation system through which the largest number
of Common Shares traded during such period
immediately preceding the date that notice of
conversion is delivered to the Corporation (the
"Conversion Date"). The number of Common Shares
to be delivered upon conversion of each Series 1
Preferred Share shall be equal to the issue price
thereof plus all accrued but unpaid dividends
outstanding as at the Conversion Date divided by
the Conversion Price. The right to convert the
Series 1 Preferred Shares shall be exercisable
from the date of issue thereof and shall
terminate if notice of exercise is not received
by the Corporation on or before the day that is
five years following the date of issue.
IV. Voting Rights: The Holders of the Series 1 Preferred Shares will
-------------- not be entitled as such to receive notice of or
to attend at or vote at any meetings of the
shareholders of the Corporation.
<PAGE> 6
-2-
V. Redemption: The Corporation may redeem at any time all of the
----------- outstanding Series 1 Preferred Shares, or from
time to time, any part thereof on payment, for
each such share to be redeemed of $10.00 together
with accrued and unpaid dividends to the date
fixed for redemption, the whole constituting the
"Redemption Price". Notice of any redemption
shall be given by the Corporation at least 30
days prior to the date fixed for redemption. If
less than all of the outstanding Series 1
Preferred Shares are at any time to be redeemed,
the shares to be redeemed shall be selected by
lot or in such other manner as the Corporation
may determine.
VI. Priority as to Capital:
-----------------------
In the event of the liquidation, dissolution or
winding up of the Corporation or other
distribution of its assets among its shareholders
for the purpose of winding up its affairs, the
holders of the Series 1 Preferred Shares will be
entitled to receive an amount equal to $10.00 per
share together with all accrued and unpaid
dividends thereon before any amounts are paid or
any assets of the Corporation are distributed to
the holders of any common shares or other shares
ranking junior to the Series 1 Preferred Shares.
Upon payment to the holders of the Series 1
Preferred Shares of the amounts so payable to
them, such holders shall not be entitled to share
in any further distribution of the assets of the
Corporation.
VII. Restrictions on Dividends and Retirement of Shares:
---------------------------------------------------
So long as any of the Series 1 Preferred Shares
are outstanding, the Corporation will not,
without the prior approval of the holders of the
Series 1 Preferred Shares voting at a meeting of
such holders:
(a) declare or pay any dividend on any shares of
the Corporation ranking junior to the Series
1 Preferred Shares (other than stock
dividends in any shares ranking junior to
the Series 1 Preferred Shares); or
(b) redeem, purchase or make any capital
distribution in respect of any shares of the
Corporation ranking junior to the Series 1
Preferred Shares;
(c) except pursuant to any purchase obligation,
sinking fund, retraction privilege or
mandatory redemption provision, redeem,
purchase or make any capital distribution in
<PAGE> 7
-3-
respect of any other shares ranking on a
parity with the Series 1 Preferred Shares,
unless in each such case all dividends on the
Series 1 Preferred Shares and on all other shares
of the Corporation ranking in parity with the
Series 1 Preferred Shares accrued up to and
including the immediately preceding dividend
payment date shall have been declared and paid or
set apart for payment.
<PAGE> 1
DEBT SETTLEMENT AGREEMENT
-------------------------
THIS AGREEMENT is dated for reference the 20th day of February, 1998,
BETWEEN:
SUTTON PARK INTERNATIONAL LTD., of
8 Queensway House, Queens Street, St. Helier,
Jersey JE2 4WD Channel Islands
(hereinafter referred to as the "Creditor")
OF THE FIRST PART
AND:
ICHOR CORPORATION, of 300 Oxford Drive,
Suite 200, Monroeville, PA 15146-2343
(hereinafter referred to as the "Corporation")
OF THE SECOND PART
WHEREAS:
A. The Corporation is indebted to the Creditor and the Creditor has agreed
to accept payment of the said indebtedness in the amount of $750,000
(the "Indebtedness") by delivery of 5% Cumulative Convertible Redeemable
Preferred Shares, Series 1 of the Corporation having rights, privileges,
restrictions and conditions which substantially conform to those
contemplated by Schedule "A" hereto (the "Preferred Shares") as
hereinafter set forth;
B. The Creditor has agreed to accept the issuance of Preferred Shares in
the capital of the Corporation at a deemed price of $10.00 per Preferred
Share in full discharge and complete satisfaction of the Indebtedness
and to grant the Corporation a release on receipt of the Preferred
Shares;
NOW THEREFORE this agreement witnesseth that in consideration of the
premises and the mutual covenants and agreements hereinafter contained and
the sum of $10.00 paid by each party to the other (the receipt of which is
hereby acknowledged) and other good and valuable consideration the parties
hereto COVENANT AND AGREE AS FOLLOWS:
<PAGE> 2
2
1. Upon creation of the Preferred Shares, the Corporation shall forthwith
issue and deliver a certificate representing the Preferred Shares to the
Creditor in full settlement and satisfaction of the Indebtedness to the
Creditor at the address first above written.
2. The Creditor hereby covenants with the Corporation that he will accept
the issuance and delivery of a certificate representing the Preferred
Shares from the Corporation at any time up to 5:00 p.m. on or before the
31st day of March, 1998 in full settlement and satisfaction of the
Indebtedness, and hereby absolutely releases and fully discharges the
Corporation from the Indebtedness. In the event that the Preferred
Shares have not been delivered to the Creditor by March 31, 1998, the
Creditor may, at its option, rescind this agreement, whereupon this
agreement shall be terminated with effect from the date hereof.
3. The Creditor represents and warrants to the Corporation and covenants
with the Corporation that:
(a) it is a company duly incorporated and existing under the laws of
its incorporating jurisdiction and at the closing date will have
the power and capacity to own the Preferred Shares and to enter
into this agreement and to carry out its terms and conditions to
the full extent;
(b) the acceptance of the Preferred Shares in lieu of payment has been
validly authorized by all necessary corporate acts;
(c) the Creditor is purchasing the Preferred Shares as principal and is
not a partnership, syndicate, trust, or unincorporated
organization;
(d) the Creditor is, by virtue of its net worth and investment
experience, or by virtue of consultation with or advice from a
person who is not a promoter of the Corporation and is a registered
adviser or registered dealer, able to evaluate the merits of the
investment in the Preferred Shares based upon information requested
of or presented by the Corporation;
(e) the Creditor is not purchasing the Preferred Shares on the basis of
any information respecting the Corporation not generally known save
knowledge of this transaction;
(f) due to the nature and stage of the Corporation's business and
properties the Creditor acknowledges that an investment in the
Preferred Shares must be considered speculative; and
(g) the Creditor understands that the Preferred Shares have not been
registered by the Corporation under the United States Securities
Act of 1933 (the "1933 Act") and that the Corporation does not
plan, and is under no obligation to provide for registration of the
Preferred Shares in the future. Offer or sale of the Preferred
Shares in the United States or to a U.S. person would constitute a
violation of
<PAGE> 3
3
United States law unless made in compliance with the registration
requirements of the 1933 Act or pursuant to an exemption therefrom.
The term "United States" means the United States of America and
includes its territories, possessions and all areas subject to its
jurisdiction; and the term "U.S. person" has the meaning as defined
in Regulation S made under the 1933 Act.
4. The Corporation represents and covenants, as the case may be, that:
(a) it is duly incorporated and validly existing under the laws of the
State of Delaware;
(b) it has all necessary corporate authority to enter into this
agreement and to effect the issuance of the Preferred Shares agreed
to hereby; and
(c) its shares trade through the National Association of Securities
Dealers Automated Quotation System SmallCap market.
5. In exchange for the Preferred Shares, the Creditor hereby agrees not to
commence any action or proceeding whatsoever against the Corporation
including the filing of any charge, lien or encumbrance against the
Corporation, its properties, or assets, existing or future during the
term of this agreement and this agreement may be pleaded as a defence to
any such action or proceeding commenced and shall deliver to the
Corporation a release of any and all claims related to the subject
matter hereof in a form reasonably satisfactory to the Corporation upon
receipt of the Preferred Shares.
6. Time is of the essence of this agreement.
7. This Agreement shall be governed and enforced in accordance with the
laws of Switzerland, without regard to its conflict of laws and
principles, and the parties hereto agree to submit any dispute hereunder
to the jurisdiction of the courts of the Canton of Geneva.
8. All references to sums of money shall be deemed to refer to the legal
tender of the United States unless otherwise specified.
9. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns and shall
have economic effect retroactive to December 31, 1997.
10. The parties hereto agree to execute such further and other agreements as
may be necessary to give effect to the meaning and intent of this
agreement.
<PAGE> 4
4
11. This agreement may be executed in several parts in the same form and by
facsimile and such parts as so executed shall together constitute one
original document, and such parts, if more than one, shall be read
together and construed as if all the signing parties had executed one
copy of the said agreement.
IN WITNESS WHEREOF the parties hereto have hereunto executed this agreement
as of the day and year first above written.
SUTTON PARK INTERNATIONAL LTD.
By: /s/ Michael J. Smith
--------------------------
Name:
--------------------------
Title:
--------------------------
ICHOR CORPORATION
By: /s/ Michael J. Smith
--------------------------
Name:
--------------------------
Title:
--------------------------
<PAGE> 5
SCHEDULE "A"
ICHOR CORPORATION
SUMARY OF TERMS AND PROVISIONS TO BE ATTACHED TO
THE PREFERRED SHARES
I. Securities: 5% Cumulative Redeemable Convertible Preferred
----------- Shares, Series 1 ("Series 1 Preferred Shares")
II. Dividends: The Holders of the Series 1 Preferred Shares
---------- shall be entitled to receive and the Corporation
shall pay thereon, as and when declared by the
Board of Directors of the Corporation, out of the
monies of the Corporation properly applicable to
the payment of dividends, preferential cumulative
cash dividends payable quarterly on the last day
of each of March, June, September and December in
each year commencing March 31, 1998. in an amount
per share of $0.125 (subject to appropriate pro
rata adjustment for the initial dividend).
III. Conversion Rights: Each Holder of Series 1 Preferred Shares will
------------------ have the right to convert such shares into common
shares (the "Common Shares") of the Corporation.
Such conversion shall occur with respect to each
Common Share at a conversion price equal to 90%
of the fair market value thereof (the "Conversion
Price") calculated as at the date of conversion
based upon the Corporation's 20 day average
closing trading price on the stock exchange or
quotation system through which the largest number
of Common Shares traded during such period
immediately preceding the date that notice of
conversion is delivered to the Corporation (the
"Conversion Date"). The number of Common Shares
to be delivered upon conversion of each Series 1
Preferred Share shall be equal to the issue price
thereof plus all accrued but unpaid dividends
outstanding as at the Conversion Date divided by
the Conversion Price. The right to convert the
Series 1 Preferred Shares shall be exercisable
from the date of issue thereof and shall
terminate if notice of exercise is not received
by the Corporation on or before the day that is
five years following the date of issue.
IV. Voting Rights: The Holders of the Series 1 Preferred Shares will
-------------- not be entitled as such to receive notice of or
to attend at or vote at any meetings of the
shareholders of the Corporation.
<PAGE> 6
-2-
V. Redemption: The Corporation may redeem at any time all of the
----------- outstanding Series 1 Preferred Shares, or from
time to time, any part thereof on payment, for
each such share to be redeemed of $10.00 together
with accrued and unpaid dividends to the date
fixed for redemption, the whole constituting the
"Redemption Price". Notice of any redemption
shall be given by the Corporation at least 30
days prior to the date fixed for redemption. If
less than all of the outstanding Series 1
Preferred Shares are at any time to be redeemed,
the shares to be redeemed shall be selected by
lot or in such other manner as the Corporation
may determine.
VI. Priority as to Capital:
-----------------------
In the event of the liquidation, dissolution or
winding up of the Corporation or other
distribution of its assets among its shareholders
for the purpose of winding up its affairs, the
holders of the Series 1 Preferred Shares will be
entitled to receive an amount equal to $10.00 per
share together with all accrued and unpaid
dividends thereon before any amounts are paid or
any assets of the Corporation are distributed to
the holders of any common shares or other shares
ranking junior to the Series 1 Preferred Shares.
Upon payment to the holders of the Series 1
Preferred Shares of the amounts so payable to
them, such holders shall not be entitled to share
in any further distribution of the assets of the
Corporation.
VII. Restrictions on Dividends and Retirement of Shares:
---------------------------------------------------
So long as any of the Series 1 Preferred Shares
are outstanding, the Corporation will not,
without the prior approval of the holders of the
Series 1 Preferred Shares voting at a meeting of
such holders:
(a) declare or pay any dividend on any shares of
the Corporation ranking junior to the Series
1 Preferred Shares (other than stock
dividends in any shares ranking junior to
the Series 1 Preferred Shares); or
(b) redeem, purchase or make any capital
distribution in respect of any shares of the
Corporation ranking junior to the Series 1
Preferred Shares;
(c) except pursuant to any purchase obligation,
sinking fund, retraction privilege or
mandatory redemption provision, redeem,
purchase or make any capital distribution in
<PAGE> 7
-3-
respect of any other shares ranking on a
parity with the Series 1 Preferred Shares,
unless in each such case all dividends on the
Series 1 Preferred Shares and on all other shares
of the Corporation ranking in parity with the
Series 1 Preferred Shares accrued up to and
including the immediately preceding dividend
payment date shall have been declared and paid or
set apart for payment.
<PAGE> 1
SUBSCRIPTION AGREEMENT
----------------------
February 26, 1998
--
TO: PURCHASERS OF 5% CUMULATIVE REDEEMABLE CONVERTIBLE
PREFERRED SHARES, SERIES 1
OF ICHOR CORPORATION
MFC Merchant Bank S.A. (the "Dealer") and Ichor Corporation. (the
"Corporation") entered into a purchase agreement dated for reference
February 20, 1998 (the "Purchase Agreement") providing for the purchase from
the Corporation of 250,000 5% Cumulative Redeemable Convertible Preferred
Shares, Series 1 for an aggregate purchase price of $2,500,000 (the
"Purchased Shares"). A copy of the term sheet (the "Term Sheet") outlining
the features of the private placement is attached as Schedule "A" hereto.
The Purchase Agreement provides that the Dealer may arrange for substituted
purchasers of the Purchased Shares on a "private placement" basis, and that
each substituted purchaser will enter into a subscription agreement (the
"Subscription Agreement") in substantially the form of this agreement. Your
acceptance of this letter, as evidenced by your signature below, will
constitute your offer to the Corporation to subscribe for the Purchased
Shares set forth below under the heading "Details of Subscription" on the
terms and conditions contained herein. The Corporation's acceptance of your
offer, as evidenced by the signature of its officer below, will constitute
an agreement between you and the Corporation for you to purchase from the
Corporation and for the Corporation to issue and sell to you such Purchased
Shares on such terms and conditions.
References below to "this Agreement" are to be read as references to the
agreement resulting from the Corporation's acceptance of your offer. You
are referred to below as the "Purchaser".
A. SUBSCRIPTION
The Purchaser subscribes for and agrees to purchase from the Corporation the
Purchased Shares set forth below under the heading "Details of
Subscription". The Purchaser understands that the Purchased Shares
subscribed for form part of the offering made pursuant to the Purchase
Agreement.
B. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE CORPORATION
By accepting this offer, the Corporation represents, warrants, covenants and
agrees as follows:
1. The Corporation is a corporation duly organized and is validly
subsisting under the laws of Delaware.
2. The Corporation has all necessary corporate power to own or lease its
property and to carry on its business as presently carried on by it and
to execute and deliver this Agreement and the Purchased Shares.
<PAGE> 2
2
3. This Agreement has been duly authorized by all necessary corporate
action by the Corporation and constitutes legal, valid and binding
obligations of the Corporation.
4. The Corporation's common shares are quoted through the National
Association of Securities Dealers Authorized Distribution System
SmallCap market and the Corporation will maintain such status, without
default, until the Closing Date.
5. The Corporation's annual audited financial statements for the period
ended December 31, 1996 and its unaudited interim financial statements
for the period ended September 30, 1997 were, at the respective dates of
issue or publication, true and correct in all material respects and were
prepared in accordance with and complied in all material respects with
the laws, regulations, policy statements and rules applicable to such
documents.
6. There has been no material or adverse change in the affairs of the
Corporation since December 31, 1996, and no material or adverse fact
exists in relation to the proposed issue of the Purchased Shares, which
in either case is not generally disclosed.
C. CONDITIONS
The Purchaser's obligation to complete the purchase of the Purchased Shares
contemplated hereby shall be conditional upon the fulfilment either on or
before the Closing Date of the following conditions:
(a) the Purchased Shares will be validly and duly authorized, created
and issued by the Corporation;
(b) the representations and the warranties contained herein are true
and correct and all covenants relating to the Corporation herein
contained and required to be performed and complied with have been
performed and complied with by the Corporation; and
(c) no action or proceeding in the United States shall be pending or
threatened by any person, company, firm, governmental authority,
regulatory body or agency to cease trade, enjoin or prohibit:
(i) the sale of the Purchased Shares to the Purchaser as
contemplated hereby; or
(ii) the right of the Corporation to issue shares on the exercise
by the Purchaser of its right of conversion contained in the
Purchased Shares.
<PAGE> 3
3
D. DELIVERY AND PAYMENT
Subject to acceptance by the Corporation of this Agreement, delivery and
payment for the Purchased Shares shall be completed at the offices of the
Dealer at 1:00 p.m. (local time) on or before February 27, 1998 or such
other date, time and place as may be agreed upon in writing by the
Corporation and the Dealer (the "Closing Date"). The Purchaser hereby
appoints the Dealer as its agent to represent it at the closing for the
purposes of all closing matters including, without limitation, to execute
receipts and documents as its agent and to accept delivery of documents and
the Purchased Shares and hereby irrevocably authorizes the Dealer to extend
such period and modify or waive such terms and conditions as may be
contemplated herein or in the Purchase Agreement as the Dealer deems
appropriate in its absolute discretion. The Purchased Shares subscribed for
by the Purchaser will be available for delivery on the Closing Date to the
Dealer by way of a certificate representing the Purchased Shares registered
in the name of the Purchaser, against delivery to the Corporation of the
Purchase Price for the Purchased Shares by certified cheque or bank draft in
U.S. funds or other electronic form of payment satisfactory to the
Corporation, provided that, in the event that the certificates representing
the Purchased Shares are not available for physical delivery on the Closing
Date, the Purchase Price shall be paid to the Corporation pending delivery
of the Purchased Shares. If the certificates representing the Purchased
Shares are not delivered by March 31, 1998, the Dealer may agree to one or
more extensions of time for delivery of the certificates and may modify or
waive such terms relating thereto as the Dealer deems appropriate in its
absolute discretion, or may, at its option, elect to terminate this
agreement whereupon the Purchase Price paid by the Purchaser shall be
returned and the Purchaser shall have no further obligations hereunder.
E. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The Purchaser represents, warrants, covenants and agrees as follows:
1. The Purchased Shares are not being purchased as a result of any material
information about the Corporation's affairs which has not been publicly
disclosed
2. The Purchaser has not received any general solicitation or
advertisement, article, notice or other communication nor has it become
aware of any advertisement in printed media of general and regular paid
circulation, radio and television with respect to the distribution of
the Purchased Shares.
3. The Purchaser acknowledges that the Corporation and its officers and
directors are relying upon the representations and warranties made by
the Purchaser.
4. The Purchased Shares being subscribed for and any rights the Purchaser
may acquire as a Purchased Shares holder of the Corporation will be
acquired for investment purposes and not with a view to a subsequent
offering, sale or distribution thereof and the Purchaser may not
participate, directly or indirectly, in any plan or scheme involving the
resale or distribution of the Purchased Shares or any interest therein.
5. The Purchaser has not received or been provided with an offering
memorandum or similar document, its decision to enter into this
Agreement and to purchase the Purchased Shares has
<PAGE> 4
4
not been made upon any verbal or written representation as to fact or
otherwise by or on behalf of the Dealer or any other person and its
decision to enter into this Agreement and purchase the Purchased Shares
set forth herein is based entirely upon information concerning the
Corporation which is publicly available and the Term Sheet.
6. The Purchaser has knowledge and experience in financial and business
affairs as to be capable of evaluating the merits and risks of the
investment and is able to bear the economic risk of loss of the
investment.
7. The Purchaser has been independently advised as to and is aware of the
applicable restrictions on the resale of the Purchased Shares and any
securities issuable upon the conversion thereof under the securities
legislation in the jurisdiction in which the Purchaser may subsequently
trade such securities, and is aware of the risks and other
characteristics of the Purchased Shares and of the fact that the
Purchaser may not be able to resell such securities except in accordance
with applicable securities legislation and regulatory policies and that
the certificates representing such securities will contain a legend to
that effect and the Purchaser agrees to comply with, and not in any
manner violate, any applicable securities laws, rules or regulations in
connection with the purchase, sale, transfer or other disposition of any
of such securities.
8. The Purchaser will execute and deliver all documentation as may be
required by applicable securities legislation to permit the purchase of
the Purchased Shares on the terms and conditions as set forth herein and
will comply with all applicable hold periods and other resale
restrictions as are prescribed by applicable securities legislation.
9. Any questionnaire, statement, certificate, instrument or other documents
delivered by the Purchaser in connection herewith will be considered to
form part of and be incorporated into this Agreement with the same
effect as if each constituted a representation and warranty or covenant
of the Purchaser to the Corporation.
10. The Corporation has not provided the Purchaser with investment, legal or
financial advice or acted as an advisor with respect to the purchase of
the Purchased Shares and the Purchaser is relying solely on its own
professional advisors, if any, for any such advice.
F. RESTRICTIONS UPON TRANSFER
1. The Purchaser understands that the Purchased Shares have not been
registered by the Corporation under the United States Securities Act of
1933 (the "1933 Act") and that the Corporation does not plan, and is
under no obligation to provide for registration of the Purchased Shares
in the future. Offer or sale of the Purchased Shares in the United
States or to a U.S. person would constitute a violation of United States
law unless made in compliance with the registration requirements of the
1933 Act or pursuant to an exemption therefrom. The term "United
States" means the United States of America and includes its territories,
possessions and all areas subject to its jurisdiction; and the term
"U.S. person" has the meaning as defined in Regulation S made under the
1933 Act.
<PAGE> 5
5
G. GENERAL PROVISIONS
1. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. The
Purchaser may, with the consent of the Corporation, acting reasonably,
assign this Agreement to a subsidiary or an affiliate, but any such
assignment shall not relieve the Purchaser from responsibility for
performance of its obligations hereunder.
2. Each of the parties agrees to take all such actions as may be within its
powers as may be necessary or desirable to implement and give effect to
the provisions of this Agreement.
3. Time shall be of the essence.
4. This Agreement shall be governed and enforced in accordance with the
laws of Switzerland, without regard to its conflict of laws and
principles, and the parties hereto agree to submit any dispute hereunder
to the jurisdiction of the courts of the Canton of Geneva.
5. The provisions herein contained constitute the entire agreement between
the parties and supersede all previous communications, representations,
understandings and agreements between the parties with respect to the
subject matter hereof, whether verbal or written.
6. This Agreement may be executed by facsimile in any number of
counterparts, each of which when delivered shall be deemed to be an
original, all of which together shall constitute one and the same
document.
If the foregoing is in accordance with your understanding, please complete
the relevant portions below under the heading "Details of Subscription" and
sign and return the enclosed copy of this letter as soon as possible. The
Purchaser, by such signature, authorizes the Dealer to deliver a copy of
this letter, as the Purchaser's offer, on its behalf to the Corporation.
CONSTABLE INVESTMENTS LTD.
(Name of Purchaser)
/s/ G.A. Witts
- ----------------------------------
(Signature)
G.A. Witts
- ----------------------------------
(Name)
Secretary
- ----------------------------------
(Title)
<PAGE> 6
6
DETAILS OF SUBSCRIPTION
------------------------
TO: ICHOR CORPORATION
(the "Corporation")
AND TO: MFC MERCHANT BANK S.A.
The undersigned accepts the foregoing and offers to purchase the Purchased
Shares set forth below, on the terms and conditions of the foregoing, from
the Corporation. All references to dollar amounts herein are in United
States dollars.
(a) Number and Aggregate Purchase Price of Purchased Shares:
85,000 Purchased Shares at an Aggregate Purchase Price of $850,000
(b) Name and address of Purchaser: Constable Investments Ltd.
8 Queensway House, Queen Street
St. Helier, Jersey JF2 4WD
Channel Islands
Signed by: /s/ G.A. Witts
--------------------
Secretary
--------------------
Office or Title
(c) Registration Instructions:
If there are no instructions below, the certificate for the Purchased Shares
delivered to the Purchaser will be registered in the name of the Purchaser
as set forth immediately above. If registration differs from the name and
address shown above, please so specify:
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
(d) Delivery and Payment Instructions (include contact name and telephone
number):
Pay by direction letter from the Purchaser's account with Yorkton
Securities Inc.
(e) Delivery against Payment at:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Attn: Telephone:
------------------------- -------------------------
The foregoing offer is confirmed and accepted by Ichor Corporation this
----
day of February, 1998.
By: /s/ Roy Zanatta
--------------------------
(Authorized Signatory)
<PAGE> 1
SUBSCRIPTION AGREEMENT
----------------------
February 26, 1998
--
TO: PURCHASERS OF 5% CUMULATIVE REDEEMABLE CONVERTIBLE
PREFERRED SHARES, SERIES 1
OF ICHOR CORPORATION
MFC Merchant Bank S.A. (the "Dealer") and Ichor Corporation. (the
"Corporation") entered into a purchase agreement dated for reference
February 20, 1998 (the "Purchase Agreement") providing for the purchase from
the Corporation of 250,000 5% Cumulative Redeemable Convertible Preferred
Shares, Series 1 for an aggregate purchase price of $2,500,000 (the
"Purchased Shares"). A copy of the term sheet (the "Term Sheet") outlining
the features of the private placement is attached as Schedule "A" hereto.
The Purchase Agreement provides that the Dealer may arrange for substituted
purchasers of the Purchased Shares on a "private placement" basis, and that
each substituted purchaser will enter into a subscription agreement (the
"Subscription Agreement") in substantially the form of this agreement. Your
acceptance of this letter, as evidenced by your signature below, will
constitute your offer to the Corporation to subscribe for the Purchased
Shares set forth below under the heading "Details of Subscription" on the
terms and conditions contained herein. The Corporation's acceptance of your
offer, as evidenced by the signature of its officer below, will constitute
an agreement between you and the Corporation for you to purchase from the
Corporation and for the Corporation to issue and sell to you such Purchased
Shares on such terms and conditions.
References below to "this Agreement" are to be read as references to the
agreement resulting from the Corporation's acceptance of your offer. You
are referred to below as the "Purchaser".
A. SUBSCRIPTION
The Purchaser subscribes for and agrees to purchase from the Corporation the
Purchased Shares set forth below under the heading "Details of
Subscription". The Purchaser understands that the Purchased Shares
subscribed for form part of the offering made pursuant to the Purchase
Agreement.
B. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE CORPORATION
By accepting this offer, the Corporation represents, warrants, covenants and
agrees as follows:
1. The Corporation is a corporation duly organized and is validly
subsisting under the laws of Delaware.
2. The Corporation has all necessary corporate power to own or lease its
property and to carry on its business as presently carried on by it and
to execute and deliver this Agreement and the Purchased Shares.
<PAGE> 2
2
3. This Agreement has been duly authorized by all necessary corporate
action by the Corporation and constitutes legal, valid and binding
obligations of the Corporation.
4. The Corporation's common shares are quoted through the National
Association of Securities Dealers Authorized Distribution System
SmallCap market and the Corporation will maintain such status, without
default, until the Closing Date.
5. The Corporation's annual audited financial statements for the period
ended December 31, 1996 and its unaudited interim financial statements
for the period ended September 30, 1997 were, at the respective dates of
issue or publication, true and correct in all material respects and were
prepared in accordance with and complied in all material respects with
the laws, regulations, policy statements and rules applicable to such
documents.
6. There has been no material or adverse change in the affairs of the
Corporation since December 31, 1996, and no material or adverse fact
exists in relation to the proposed issue of the Purchased Shares, which
in either case is not generally disclosed.
C. CONDITIONS
The Purchaser's obligation to complete the purchase of the Purchased Shares
contemplated hereby shall be conditional upon the fulfilment either on or
before the Closing Date of the following conditions:
(a) the Purchased Shares will be validly and duly authorized, created
and issued by the Corporation;
(b) the representations and the warranties contained herein are true
and correct and all covenants relating to the Corporation herein
contained and required to be performed and complied with have been
performed and complied with by the Corporation; and
(c) no action or proceeding in the United States shall be pending or
threatened by any person, company, firm, governmental authority,
regulatory body or agency to cease trade, enjoin or prohibit:
(i) the sale of the Purchased Shares to the Purchaser as
contemplated hereby; or
(ii) the right of the Corporation to issue shares on the exercise
by the Purchaser of its right of conversion contained in the
Purchased Shares.
<PAGE> 3
3
D. DELIVERY AND PAYMENT
Subject to acceptance by the Corporation of this Agreement, delivery and
payment for the Purchased Shares shall be completed at the offices of the
Dealer at 1:00 p.m. (local time) on or before February 27, 1998 or such
other date, time and place as may be agreed upon in writing by the
Corporation and the Dealer (the "Closing Date"). The Purchaser hereby
appoints the Dealer as its agent to represent it at the closing for the
purposes of all closing matters including, without limitation, to execute
receipts and documents as its agent and to accept delivery of documents and
the Purchased Shares and hereby irrevocably authorizes the Dealer to extend
such period and modify or waive such terms and conditions as may be
contemplated herein or in the Purchase Agreement as the Dealer deems
appropriate in its absolute discretion. The Purchased Shares subscribed for
by the Purchaser will be available for delivery on the Closing Date to the
Dealer by way of a certificate representing the Purchased Shares registered
in the name of the Purchaser, against delivery to the Corporation of the
Purchase Price for the Purchased Shares by certified cheque or bank draft in
U.S. funds or other electronic form of payment satisfactory to the
Corporation, provided that, in the event that the certificates representing
the Purchased Shares are not available for physical delivery on the Closing
Date, the Purchase Price shall be paid to the Corporation pending delivery
of the Purchased Shares. If the certificates representing the Purchased
Shares are not delivered by March 31, 1998, the Dealer may agree to one or
more extensions of time for delivery of the certificates and may modify or
waive such terms relating thereto as the Dealer deems appropriate in its
absolute discretion, or may, at its option, elect to terminate this
agreement whereupon the Purchase Price paid by the Purchaser shall be
returned and the Purchaser shall have no further obligations hereunder.
E. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The Purchaser represents, warrants, covenants and agrees as follows:
1. The Purchased Shares are not being purchased as a result of any material
information about the Corporation's affairs which has not been publicly
disclosed
2. The Purchaser has not received any general solicitation or
advertisement, article, notice or other communication nor has it become
aware of any advertisement in printed media of general and regular paid
circulation, radio and television with respect to the distribution of
the Purchased Shares.
3. The Purchaser acknowledges that the Corporation and its officers and
directors are relying upon the representations and warranties made by
the Purchaser.
4. The Purchased Shares being subscribed for and any rights the Purchaser
may acquire as a Purchased Shares holder of the Corporation will be
acquired for investment purposes and not with a view to a subsequent
offering, sale or distribution thereof and the Purchaser may not
participate, directly or indirectly, in any plan or scheme involving the
resale or distribution of the Purchased Shares or any interest therein.
5. The Purchaser has not received or been provided with an offering
memorandum or similar document, its decision to enter into this
Agreement and to purchase the Purchased Shares has
<PAGE> 4
4
not been made upon any verbal or written representation as to fact or
otherwise by or on behalf of the Dealer or any other person and its
decision to enter into this Agreement and purchase the Purchased Shares
set forth herein is based entirely upon information concerning the
Corporation which is publicly available and the Term Sheet.
6. The Purchaser has knowledge and experience in financial and business
affairs as to be capable of evaluating the merits and risks of the
investment and is able to bear the economic risk of loss of the
investment.
7. The Purchaser has been independently advised as to and is aware of the
applicable restrictions on the resale of the Purchased Shares and any
securities issuable upon the conversion thereof under the securities
legislation in the jurisdiction in which the Purchaser may subsequently
trade such securities, and is aware of the risks and other
characteristics of the Purchased Shares and of the fact that the
Purchaser may not be able to resell such securities except in accordance
with applicable securities legislation and regulatory policies and that
the certificates representing such securities will contain a legend to
that effect and the Purchaser agrees to comply with, and not in any
manner violate, any applicable securities laws, rules or regulations in
connection with the purchase, sale, transfer or other disposition of any
of such securities.
8. The Purchaser will execute and deliver all documentation as may be
required by applicable securities legislation to permit the purchase of
the Purchased Shares on the terms and conditions as set forth herein and
will comply with all applicable hold periods and other resale
restrictions as are prescribed by applicable securities legislation.
9. Any questionnaire, statement, certificate, instrument or other documents
delivered by the Purchaser in connection herewith will be considered to
form part of and be incorporated into this Agreement with the same
effect as if each constituted a representation and warranty or covenant
of the Purchaser to the Corporation.
10. The Corporation has not provided the Purchaser with investment, legal
or financial advice or acted as an advisor with respect to the purchase
of the Purchased Shares and the Purchaser is relying solely on its own
professional advisors, if any, for any such advice.
F. RESTRICTIONS UPON TRANSFER
1. The Purchaser understands that the Purchased Shares have not been
registered by the Corporation under the United States Securities Act of
1933 (the "1933 Act") and that the Corporation does not plan, and is
under no obligation to provide for registration of the Purchased Shares
in the future. Offer or sale of the Purchased Shares in the United
States or to a U.S. person would constitute a violation of United States
law unless made in compliance with the registration requirements of the
1933 Act or pursuant to an exemption therefrom. The term "United
States" means the United States of America and includes its territories,
possessions and all areas subject to its jurisdiction; and the term
"U.S. person" has the meaning as defined in Regulation S made under the
1933 Act.
<PAGE> 5
5
G. GENERAL PROVISIONS
1. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. The
Purchaser may, with the consent of the Corporation, acting reasonably,
assign this Agreement to a subsidiary or an affiliate, but any such
assignment shall not relieve the Purchaser from responsibility for
performance of its obligations hereunder.
2. Each of the parties agrees to take all such actions as may be within its
powers as may be necessary or desirable to implement and give effect to
the provisions of this Agreement.
3. Time shall be of the essence.
4. This Agreement shall be governed and enforced in accordance with the
laws of Switzerland, without regard to its conflict of laws and
principles, and the parties hereto agree to submit any dispute
hereunder to the jurisdiction of the courts of the Canton of Geneva.
5. The provisions herein contained constitute the entire agreement between
the parties and supersede all previous communications, representations,
understandings and agreements between the parties with respect to the
subject matter hereof, whether verbal or written.
6. This Agreement may be executed by facsimile in any number of
counterparts, each of which when delivered shall be deemed to be an
original, all of which together shall constitute one and the same
document.
If the foregoing is in accordance with your understanding, please complete
the relevant portions below under the heading "Details of Subscription" and
sign and return the enclosed copy of this letter as soon as possible. The
Purchaser, by such signature, authorizes the Dealer to deliver a copy of
this letter, as the Purchaser's offer, on its behalf to the Corporation.
SUTTON PARK INTERNATIONAL LTD.
(Name of Purchaser)
/s/ Michael J. Smith
- ----------------------------------
(Signature)
- ----------------------------------
(Name)
- ----------------------------------
(Title)
<PAGE> 6
6
DETAILS OF SUBSCRIPTION
-----------------------
TO: ICHOR CORPORATION
(the "Corporation")
AND TO: MFC MERCHANT BANK S.A.
The undersigned accepts the foregoing and offers to purchase the Purchased
Shares set forth below, on the terms and conditions of the foregoing, from
the Corporation. All references to dollar amounts herein are in United
States dollars.
(a) Number and Aggregate Purchase Price of Purchased Shares:
100,000 Purchased Shares at an Aggregate Purchase Price of $1,000,000
(b) Name and address of Purchaser: Sutton Park International Ltd.
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
Signed by: /s/ Michael J. Smith
---------------------
---------------------
Office or Title
(c) Registration Instructions:
If there are no instructions below, the certificate for the Purchased Shares
delivered to the Purchaser will be registered in the name of the Purchaser
as set forth immediately above. If registration differs from the name and
address shown above, please so specify:
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
(d) Delivery and Payment Instructions (include contact name and telephone
number):
Pay by direction letter from the Purchaser's account with Yorkton Securities
Inc.
(e) Delivery against Payment at:
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Attn: Telephone:
------------------------- -------------------------
The foregoing offer is confirmed and accepted by Ichor Corporation this
---
day of February, 1998.
By: /s/ Roy Zanatta
-------------------------
(Authorized Signatory)
