<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
- ------------------------------------------------------------------------------
(Title of 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)
January 4, 1999
- ------------------------------------------------------------------------------
(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 that 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 12 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
------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
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 5,592,933*
Owned by -----------------------
Each Reporting (9) Sole Dispositive Power 0
Person --------------------
With (10) Shared Dispositive Power 5,592,933*
------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,592,933*
-------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 80.7%*
-----------------------
14) Type of Reporting Person CO
-------------------------------------------------
- ------------------
* Assuming the conversion of 402,500 shares of preferred stock of ICHOR
Corporation, based on a conversion price as at December 31, 1998 of $1.99 per
share.
<PAGE> 3
Page 3 of 12 Pages
CUSIP No. 693286 10 6
----------------------------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC Merchant Bank S.A.
----------------------------------------------------------
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 Items
2(d) or 2(e)
--------------------------------------------------------------------------
6) Citizenship or Place of Organization Switzerland
-------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- -------------------------
ficially (8) Shared Voting Power 3,570,320
Owned by -----------------------
Each Reporting (9) Sole Dispositive Power 0
Person --------------------
With (10) Shared Dispositive Power 3,570,320
------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,570,320
-------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 72.8%
-----------------------
14) Type of Reporting Person CO
--------------------------------------------
<PAGE> 4
Page 4 of 12 Pages
CUSIP No. 693286 10 6
----------------------------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Drummond Financial Corporation
----------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
--------------------------------------------
4) Source of Funds
------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------
6) Citizenship or Place of Organization State of Delaware
------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- -----------------------
ficially (8) Shared Voting Power 0
Owned by -----------------------
Each Reporting (9) Sole Dispositive Power 0
Person --------------------
With (10) Shared Dispositive Power 0
------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0
-----------------------
14) Type of Reporting Person CO
------------------------------------------------
<PAGE> 5
Page 5 of 12 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
-----------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------
6) Citizenship or Place of Organization State of Washington
------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- -------------------------
ficially (8) Shared Voting Power 716,080*
Owned by -----------------------
Each Reporting (9) Sole Dispositive Power 0
Person --------------------
With (10) Shared Dispositive Power 716,080*
------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 716,080*
-------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 12.6*
-----------------------
14) Type of Reporting Person CO
-------------------------------------------------
- ------------------
* Assuming the conversion of 142,500 shares of preferred stock of ICHOR
Corporation, based on a conversion price as at December 31, 1998 of $1.99 per
share.
<PAGE> 6
Page 6 of 12 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"), MFC Merchant
Bank S.A. ("Merchant Bank"), Drummond Financial Corporation ("Drummond") and
Logan International Corp. ("Logan"). MFC and Drummond operate in the
financial services business and have principal business and office addresses
at 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. MFC controls 49.4% of the
outstanding shares of common stock of Drummond and all of the voting preferred
stock of Drummond, which gives MFC control of 76.0% of the voting power in
Drummond. Merchant Bank is a wholly-owned subsidiary of MFC that operates in
the banking and financial services business and has a principal business and
office address at 6 Cours de Rive, 1211 Geneva 3, Switzerland. Logan is a
71.0% owned subsidiary of MFC which currently engages in real estate
activities and has a principal business and office address at Suite 1250, 400
Burrard Street, Vancouver, British Columbia, V6C 3A6. See Item 6 on pages 2
to 5 of this Schedule 13D/A for the jurisdiction of organization of MFC,
Merchant Bank, Drummond and Logan.
The following table lists the names, citizenship, principal business addresses
and principal occupations of the executive officers and directors of MFC,
Merchant Bank, Drummond and Logan.
<TABLE>
<CAPTION>
NAME RESIDENCE PRINCIPAL
OR BUSINESS ADDRESS OCCUPATION CITIZENSHIP
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
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.
- --------------------------------------------------------------------------------------
Jimmy S.H. Lee 6 Cours de Rive, 1211 Trustee, President Canadian
Geneva 3, Switzerland and Chief Executive
Officer of Mercer
International Inc.
- --------------------------------------------------------------------------------------
Max Huber 6 Cours de Rive, 1211 Independent Consultant Swiss
Geneva 3, Switzerland
- --------------------------------------------------------------------------------------
Fritz Graf 6 Cours de Rive, 1211 Independent Consultant Swiss
Geneva 3, Switzerland
- --------------------------------------------------------------------------------------
Hans-Rudolf Steiner 6 Cours de Rive, 1211 Attorney-at-Law Swiss
Geneva 3, Switzerland
- --------------------------------------------------------------------------------------
Leonard Petersen Suite 1270, Director and Senior Canadian
609 Granville Street, Officer of Pemcorp
Vancouver, B.C. Canada Management, Inc.
V7Y 1G6
- --------------------------------------------------------------------------------------
Roland Waldvogel Baarestrasse 10, Zurich, Independent Trust Swiss
Switzerland, CH-6301 Officer
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
Page 7 of 12 Pages
During the last five years, neither MFC, Merchant Bank, Drummond nor Logan has
been, nor to the knowledge of MFC, Merchant Bank, Drummond and Logan, have any
of their officers or directors 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.
MFC, Merchant Bank, Drummond and Logan 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.
Merchant Bank has acquired an aggregate 3,570,320 shares of common stock of
ICHOR in consideration for 6% of the proceeds from the future sales by
Merchant Bank of such shares to one or more arm's-length parties.
ITEM 4. PURPOSE OF TRANSACTION.
Merchant Bank has acquired the shares of common stock of ICHOR for investment
purposes. Merchant Bank plans to sell the acquired shares of common stock of
ICHOR to one or more arm's-length parties at the fair market value of such
shares at the time of sale.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Merchant Bank has purchased 1,070,320 shares of common stock of ICHOR from
Drummond pursuant to the terms of a purchase agreement between Merchant Bank
and Drummond (the "Drummond Agreement") dated January 4, 1999 and 2,500,000
shares of common stock of ICHOR from Logan pursuant to the terms of a purchase
agreement between Merchant Bank and Logan (the "Logan Agreement") dated
January 4, 1999, in consideration for 6% of the proceeds from the future sales
by Merchant Bank of such shares to one or more arm's-length parties, effective
as of December 31, 1998. As a result, Merchant Bank beneficially holds and
has the shared power to direct the vote and disposition of an aggregate of
3,570,320 shares of common stock of ICHOR.
As disclosed in the Schedule 13D/A filed by, among others, Drummond dated June
11, 1998, Drummond was the beneficial holder of 1,070,320 shares of common
stock of ICHOR. On January 4, 1999, Drummond completed the sale of 1,070,320
shares of common stock of ICHOR to Merchant Bank, effective as of December 31,
1998, in consideration for 94% of the proceeds from the future sales of such
shares by Merchant Bank. As a result, Drummond does not beneficially hold,
nor does it share the power with any person to direct the vote and disposition
of, any shares of common stock of ICHOR. Drummond ceased to be the beneficial
holder of more than five percent of the issued and outstanding shares of
common stock of ICHOR on December 31, 1998.
<PAGE> 8
Page 8 of 12 Pages
As disclosed in the Schedule 13D/A filed by, among others, Logan dated March
13, 1998, Logan was the beneficial holder of 2,500,000 shares of common stock
of ICHOR and 142,500 shares of 5% Cumulative Redeemable Convertible Preferred
Stock, Series 1 (the "Preferred Stock") of ICHOR. On January 4, 1999, Logan
completed the sale of 2,500,000 shares of common stock of ICHOR to Merchant
Bank, effective as of December 31, 1998, in consideration for 94% of the
proceeds from the future sales of such shares by Merchant Bank. As a result,
Logan beneficially holds and has the shared power to direct the vote and
disposition of a total of 716,080 shares of common stock of ICHOR, which
represents approximately 12.6% of the issued and outstanding common stock of
ICHOR, assuming the conversion of the Preferred Stock at a conversion price of
$1.99 per share into 716,080 shares of common stock of ICHOR. The Preferred
Stock has 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 which the largest number of shares of common stock of
ICHOR traded during the period immediately preceding the date that notice of
conversion is delivered to ICHOR. For the purposes of this Schedule 13D/A,
the conversion price and amount of underlying common stock have been
calculated using the average closing trading price on December 31, 1998, which
was approximately $2.21.
As disclosed in the Schedule 13D/A filed by, among others, MFC dated June 11,
1998, MFC was the indirect beneficial holder of 3,570,320 shares of common
stock of ICHOR and 402,500 shares of Preferred Stock of ICHOR. As a result of
the above-mentioned transaction, effective as of December 31, 1998, MFC
beneficially holds and has the shared power to direct the vote and disposition
of a total of 5,592,933 shares of common stock of ICHOR, which represents
approximately 80.7% of ICHOR's issued and outstanding shares of common stock,
assuming the conversion of the 402,500 shares of Preferred Stock at a
conversion price of $1.99 per share into an aggregate of 2,022,613 shares of
common stock of ICHOR.
Michael J. Smith and Roy Zanatta 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, Merchant Bank, Logan and Drummond, none of their
directors or executive officers have the power to vote or dispose of any
shares of common stock of ICHOR, nor did MFC, Merchant Bank, Logan, Drummond
or their directors and executive officers effect any transactions in such
shares during the past 60 days, except as disclosed herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Drummond Agreement, Merchant Bank acquired 1,070,320 shares of
common stock of ICHOR from Drummond, effective December 31, 1998. Pursuant to
the Logan Agreement, Merchant Bank acquired 2,500,000 shares of common stock
of ICHOR from Logan, effective December 31, 1998. Merchant Bank has agreed to
sell such shares on or before December 31, 2003 and pay 94% of the proceeds
therefrom to Drummond and Logan, as applicable.
<PAGE> 9
Page 9 of 12 Pages
In October 1998, ICHOR entered into an agreement (the "Nazca Agreement") with
Nazca Holdings Ltd. ("NHL") whereby ICHOR purchased all of the issued and
outstanding shares of NHL from eight shareholders (the "Vendors"). In
consideration for the Vendors entering into the Nazca Agreement with ICHOR,
Drummond and Logan entered into an agreement (the "Collateral Agreement") with
the Vendors pursuant to which Drummond and Logan agreed to transfer 599,565
and 1,400,435 shares of common stock of ICHOR, respectively, to the Vendors,
subject to the fulfilment of certain conditions contained in the Collateral
Agreement on or before March 31, 1999. For further details relating to the
Nazca Agreement, see the Form 8-K of ICHOR dated October 20, 1998. Set forth
as Exhibit 3 herein is the Nazca Agreement, which is incorporated herein by
reference.
Pursuant to the Drummond Agreement and the Logan Agreement, Merchant Bank has
agreed that, in the event that the conditions contained in the Collateral
Agreement are not fulfilled on or before March 31, 1999, Merchant Bank will
sell the shares of common stock of ICHOR committed under the Collateral
Agreement and pay 94% of the proceeds therefrom to Drummond and Logan, as
applicable.
The description of the Drummond Agreement and the Logan Agreement provided
herein is qualified in its entirety by reference to such agreements, which are
contained as Exhibits 4 and 5 herein, and each of the agreements is
incorporated herein by reference.
As disclosed in Item 5 above, Mr. Smith and Mr. Zanatta currently hold stock
options entitling them to purchase shares of common stock of ICHOR. Set forth
as Exhibit 2 is the issuer's Amended 1994 Stock Option Plan, which is
incorporated herein by reference.
<PAGE> 10
Page 10 of 12 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement among MFC Bancorp Ltd., MFC
Merchant Bank S.A., Logan International Corp. and
Drummond Financial Corporation dated January 4,
1999.
2 Amended 1994 Stock Option Plan of ICHOR
Corporation. Incorporated by reference to the
Definitive Schedule 14A of ICHOR Corporation filed
July 9, 1996.
3 Purchase Agreement between ICHOR Corporation and
Nazca Holdings Ltd. dated October 17, 1998.
Incorporated by reference to the Form 8-K of ICHOR
Corporation dated October 20, 1998.
4 Share Purchase Agreement between Logan
International Corp. and MFC Merchant Bank S.A.
dated January 4, 1999.
5 Share Purchase Agreement between Drummond
Financial Corporation and MFC Merchant Bank S.A.
dated January 4, 1999.
<PAGE> 11
Page 11 of 12 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.
January 4, 1999
-------------------------------
(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
-------------------------------
(Signature)
Michael J. Smith, President
-------------------------------
(Name and Title)
January 4, 1999
-------------------------------
(Date)
MFC MERCHANT BANK S.A.
By: /s/ Claudio Morandi
-------------------------------
(Signature)
Claudio Morandi, Director
-------------------------------
(Name and Title)
<PAGE> 12
Page 12 of 12 Pages
January 4, 1999
-------------------------------
(Date)
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
-------------------------------
(Signature)
Michael J. Smith, Director
-------------------------------
(Name and Title)
January 4, 1999
-------------------------------
(Date)
DRUMMOND FINANCIAL CORPORATION
By: /s/ Michael J. Smith
-------------------------------
(Signature)
Michael J. Smith, Director
-------------------------------
(Name and Title)
<PAGE> 13
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
1 Joint Filing Agreement among MFC Bancorp Ltd., MFC
Merchant Bank S.A., Logan International Corp. and
Drummond Financial Corporation dated January 4, 1999.
2 Amended 1994 Stock Option Plan of ICHOR Corporation.
Incorporated by reference to the Definitive Schedule 14A
of ICHOR Corporation filed July 9, 1996.
3 Purchase Agreement between ICHOR Corporation and Nazca
Holdings Ltd. dated October 17, 1998. Incorporated by
reference to the Form 8-K of ICHOR Corporation dated
October 20, 1998.
4 Share Purchase Agreement between Logan International
Corp. and MFC Merchant Bank S.A. dated January 4, 1999.
5 Share Purchase Agreement between Drummond Financial
Corporation and MFC Merchant Bank S.A. dated January 4,
1999.
<PAGE> 1
JOINT FILING AGREEMENT
THIS AGREEMENT dated the 4th day of January 1999.
WHEREAS:
A. Logan International Corp. ("Logan") disposed of 2,500,000 shares of common
stock of ICHOR Corporation ("ICHOR") beneficially held by it, Drummond
Financial Corporation ("Drummond") disposed of 1,070,320 shares of common
stock of ICHOR beneficially held by it, MFC Merchant Bank S.A. ("Merchant
Bank") is the beneficial holder of 3,570,320 shares of common stock of ICHOR
and MFC Bancorp Ltd. ("MFC") is the indirect beneficial holder of 3,570,320
shares of common stock and 402,500 shares of 5% Cumulative Redeemable
Convertible Preferred Stock, Series 1 of ICHOR; and
B. Each of MFC, Merchant Bank, Logan and Drummond (each a "Filer" and
collectively, the "Filers") are responsible for filing a Schedule 13D/A (the
"Schedule 13D/A") relating to the acquisition or disposition of the shares of
common stock of ICHOR, 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. DRUMMOND FINANCIAL CORPORATION
By: /s/ Michael J. Smith By: /s/ Michael J. Smith
------------------------- -------------------------
Michael J. Smith, President Michael J. Smith, Director
MFC MERCHANT BANK S.A. LOGAN INTERNATIONAL CORP.
By: /s/ Claudio Morandi By: /s/ Michael J. Smith
------------------------- -------------------------
Claudio Morandi, Director Michael J. Smith, Director
<PAGE> 1
THIS AGREEMENT made as of the 4th day of January, 1999.
BETWEEN:
LOGAN INTERNATIONAL CORP., a corporation organized
pursuant to the laws of the State of Washington,
having an office at Suite 1250, 400 Burrard Street,
Vancouver, British Columbia, V6C 3A6,
("Logan")
AND:
MFC MERCHANT BANK S.A., a corporation organized
pursuant to the laws of Switzerland, having an office
at 6 Cours de Rive, 1211 Geneva 3, Switzerland,
("Merchant Bank")
WHEREAS:
A. Logan and Merchant Bank entered into an agreement as at December 31, 1998,
whereby Logan sold to Merchant Bank and Merchant Bank purchased from Logan
2,500,000 shares of common stock (the "Purchased Shares") of ICHOR Corporation
("ICHOR"), and the parties hereby desire to reflect in writing their
understanding of the terms and conditions of their agreement;
B. Shares of common stock of ICHOR, a corporation organized pursuant to the
laws of the State of Delaware, are quoted for trading on the NASDAQ SmallCap
Market ("NASDAQ"); and
C. ICHOR entered into an agreement (the "Nazca Agreement") with Nazca
Holdings Ltd. ("NHL") dated October 20, 1998 to acquire all of the issued and
outstanding shares of NHL held by eight shareholders (the "Vendors"), in
consideration for which Logan entered into an agreement (the "Collateral
Agreement") with the Vendors pursuant to which Logan agreed to transfer
1,400,435 shares of common stock of ICHOR (the "Committed Shares") to the
Vendors, subject to certain conditions;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual agreements and covenants herein contained, the parties hereto
hereby covenant and agree as follows:
Purchase of Shares
- ------------------
1.1 Subject to the terms hereof, Logan hereby agrees to sell, assign and
transfer to Merchant Bank and Merchant Bank hereby agrees to purchase
from Logan all of the Purchased Shares.
<PAGE> 2
-2-
1.2 The price payable by Merchant Bank for the Purchased Shares (the
"Purchase Price") shall be 94% of the proceeds from the future sales by
Merchant Bank of all or part of the Purchased Shares.
1.3 Merchant Bank shall complete the sale of all of the Purchased Shares on
or before December 31, 2003.
1.4 The Purchase Price shall be paid to Logan at the principal office of
Logan by way of certified cheque or bank draft within five (5) business
days of each sale of the Purchased Shares by Merchant Bank.
1.5 In the event that the conditions to the transfer of the Committed
Shares under the Collateral Agreement are not fulfilled on or before
March 31, 1999, Merchant Bank shall sell the Committed Shares and pay
the Purchase Price to Logan in accordance with the terms hereof.
Covenants, Representations and Warranties
- -----------------------------------------
Logan covenants, represents and warrants to Merchant Bank as at December 31,
1998, and acknowledges that Merchant Bank is relying upon such covenants,
representations and warranties in purchasing the Purchased Shares, as follows:
(a) Logan is a corporation duly incorporated and validly subsisting in all
respects under the laws of the State of Washington and currently is in
good standing with respect to all required filings with each
governmental or regulatory or other authority having jurisdiction;
(b) Logan is the legal and beneficial owner of, and has good and marketable
title to, all of the Purchased Shares held by it, free and clear of any
and all encumbrances, and such Purchased Shares are issued and
outstanding as fully paid and non-assessable;
(c) Logan caused the Purchased Shares held by it to be delivered to
Merchant Bank free and clear of any mortgages, liens, charges,
restrictions, security interests, adverse claims, pledges, encumbrances
or demands, whatsoever;
(d) Logan has taken all necessary or desirable actions, steps and corporate
and other proceedings to validly approve and authorize the entering
into, and the execution, delivery and performance of, this Agreement
and the sale and transfer of the Purchased Shares to Merchant Bank, and
the execution, delivery and performance of this Agreement, and the
completion of the transactions contemplated hereby, will not constitute
or result in a violation or breach of, or default under, the
incorporation documents, by-laws or other constating documents of
Logan, or the terms of any agreement or understanding or other
obligation to which Logan is a party or by which Logan is bound; and
<PAGE> 3
-3-
(e) this Agreement has been duly executed and delivered by Logan and
constitutes valid and binding obligations enforceable against Logan in
accordance with its terms.
Merchant Bank covenants, represents and warrants to Logan as at December 31,
1998, and acknowledges that Logan is relying upon such covenants,
representations and warranties in selling the Purchased Shares, as follows:
(a) Merchant Bank is a corporation duly organized and validly subsisting in
all respects under the laws of Switzerland and is in good standing with
respect to all required filings with each governmental or regulatory or
other authority having jurisdiction;
(b) Merchant Bank has taken all necessary or desirable actions, steps and
corporate and other proceedings to validly approve and authorize the
entering into, and the execution, delivery and performance of, this
Agreement and the purchase of the Purchased Shares from Logan, and the
execution, delivery and performance of this Agreement, and the
completion of the transactions contemplated hereby, will not constitute
or result in a violation or breach of, or default under, the
incorporation documents, by-laws or other constating documents of
Merchant Bank, or the terms of any agreement or understanding or other
obligation to which Merchant Bank is a party or by which Merchant Bank
is bound; and
(c) this Agreement has been duly executed and delivered by and on behalf of
Merchant Bank and constitutes valid and binding obligations enforceable
against Merchant Bank in accordance with its terms.
Closing
- -------
At the closing of the transaction herein provided for on December 31, 1998,
Logan delivered:
(a) definitive certificates for the Purchased Shares, duly registered as
Merchant Bank requested; and
(b) such further documentation as Merchant Bank reasonably required in a
form satisfactory to Merchant Bank.
Notwithstanding the date hereof, the transaction herein provided reflects the
agreement of the parties as at December 31, 1998 and shall have economic
effect as of such date.
All warranties, representations, covenants and agreements herein contained or
contained in any document submitted pursuant to this Agreement and in
connection with the transaction herein contemplated survives the purchase by
Merchant Bank and sale by Logan of the Purchased Shares and continues in full
force and effect for the benefit of Merchant Bank.
<PAGE> 4
-4-
This Agreement shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable
therein, and time shall be of the essence hereof.
This Agreement constitutes the entire agreement between the parties and,
except as stated herein and in the instruments and documents to be executed
and delivered pursuant hereto, contains all of the representations,
warranties, covenants and agreements of the respective parties hereto.
This Agreement may be executed in any number of counterparts or by facsimile,
each of which shall together constitute one and the same instrument and shall
together be deemed to be an original, notwithstanding that all of the parties
are not signatory to the same counterpart or facsimile.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
MFC MERCHANT BANK S.A.
By: /s/ Claudio Morandi
-----------------------
Name: Claudio Morandi
---------------------
Title: Director
--------------------
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
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Name: Michael J. Smith
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Title: Director
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THIS AGREEMENT made as of the 4th day of January, 1999.
BETWEEN:
DRUMMOND FINANCIAL CORPORATION, a corporation
organized pursuant to the laws of the State of
Delaware, having an office at 6 Rue Charles-Bonnet,
1206 Geneva, Switzerland,
("Drummond")
AND:
MFC MERCHANT BANK S.A., a corporation organized
pursuant to the laws of Switzerland, having an office
at 6 Cours de Rive, 1211 Geneva 3, Switzerland,
("Merchant Bank")
WHEREAS:
A. Drummond and Merchant Bank entered into an agreement as at December 31,
1998, whereby Drummond sold to Merchant Bank and Merchant Bank purchased from
Drummond 1,070,320 shares of common stock (the "Purchased Shares") of ICHOR
Corporation ("ICHOR"), and the parties hereby desire to reflect in writing
their understanding of the terms and conditions of their agreement;
B. Shares of common stock of ICHOR, a corporation organized pursuant to the
laws of the State of Delaware, are quoted for trading on the NASDAQ SmallCap
Market ("NASDAQ"); and
C. ICHOR entered into an agreement (the "Nazca Agreement") with Nazca
Holdings Ltd. ("NHL") dated October 20, 1998 to acquire all of the issued and
outstanding shares of NHL held by eight shareholders (the "Vendors"), in
consideration for which Drummond entered into an agreement (the "Collateral
Agreement") with the Vendors pursuant to which Drummond agreed to transfer
599,565 shares of common stock of ICHOR (the "Committed Shares") to the
Vendors, subject to certain conditions;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual agreements and covenants herein contained, the parties hereto
hereby covenant and agree as follows:
Purchase of Shares
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1.1 Subject to the terms hereof, Drummond hereby agrees to sell, assign and
transfer to Merchant Bank and Merchant Bank hereby agrees to purchase
from Drummond all of the Purchased Shares.
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1.2 The price payable by Merchant Bank for the Purchased Shares (the
"Purchase Price") shall be 94% of the proceeds from the future sales by
Merchant Bank of all or part of the Purchased Shares.
1.3 Merchant Bank shall complete the sale of all of the Purchased Shares on
or before December 31, 2003.
1.4 The Purchase Price shall be paid to Drummond at the principal office of
Drummond by way of certified cheque or bank draft within five (5)
business days of each sale of the Purchased Shares by Merchant Bank.
1.5 In the event that the conditions to the transfer of the Committed
Shares under the Collateral Agreement are not fulfilled on or before
March 31, 1999, Merchant Bank shall sell the Committed Shares and pay
the Purchase Price to Drummond in accordance with the terms hereof.
Covenants, Representations and Warranties
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Drummond covenants, represents and warrants to Merchant Bank as at December
31, 1998, and acknowledges that Merchant Bank is relying upon such covenants,
representations and warranties in purchasing the Purchased Shares, as follows:
(a) Drummond is a corporation duly incorporated and validly subsisting in
all respects under the laws of the State of Delaware and currently is
in good standing with respect to all required filings with each
governmental or regulatory or other authority having jurisdiction;
(b) Drummond is the legal and beneficial owner of, and has good and
marketable title to, all of the Purchased Shares held by it, free and
clear of any and all encumbrances, and such Purchased Shares are issued
and outstanding as fully paid and non-assessable;
(c) Drummond caused the Purchased Shares held by it to be delivered to
Merchant Bank free and clear of any mortgages, liens, charges,
restrictions, security interests, adverse claims, pledges, encumbrances
or demands, whatsoever;
(d) Drummond has taken all necessary or desirable actions, steps and
corporate and other proceedings to validly approve and authorize the
entering into, and the execution, delivery and performance of, this
Agreement and the sale and transfer of the Purchased Shares to Merchant
Bank, and the execution, delivery and performance of this Agreement,
and the completion of the transactions contemplated hereby, will not
constitute or result in a violation or breach of, or default under, the
incorporation documents, by-laws or other constating documents of
Drummond, or the terms of any agreement or understanding or other
obligation to which Drummond is a party or by which Drummond is bound;
and
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(e) this Agreement has been duly executed and delivered by Drummond and
constitutes valid and binding obligations enforceable against Drummond
in accordance with its terms.
Merchant Bank covenants, represents and warrants to Drummond as at December
31, 1998, and acknowledges that Drummond is relying upon such covenants,
representations and warranties in selling the Purchased Shares, as follows:
(a) Merchant Bank is a corporation duly organized and validly subsisting in
all respects under the laws of Switzerland and is in good standing with
respect to all required filings with each governmental or regulatory or
there authority having jurisdiction;
(b) Merchant Bank has taken all necessary or desirable actions, steps and
corporate and other proceedings to validly approve and authorize the
entering into, and the execution, delivery and performance of, this
Agreement and the purchase of the Purchased Shares from Drummond, and
the execution, delivery and performance of this Agreement, and the
completion of the transactions contemplated hereby, will not constitute
or result in a violation or breach of, or default under, the
incorporation documents, by-laws or other constating documents of
Merchant Bank, or the terms of any agreement or understanding or other
obligation to which Merchant Bank is a party or by which Merchant Bank
is bound; and
(c) this Agreement has been duly executed and delivered by and on behalf of
Merchant Bank and constitutes valid and binding obligations enforceable
against Merchant Bank in accordance with its terms.
Closing
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At the closing of the transaction herein provided for on December 31, 1998,
Drummond delivered:
(a) definitive certificates for the Purchased Shares, duly registered as
Merchant Bank requested; and
(b) such further documentation as Merchant Bank reasonably required in a
form satisfactory to Merchant Bank.
Notwithstanding the date hereof, the transaction herein provided reflects the
agreement of the parties as at December 31, 1998 and shall have economic
effect as of such date.
All warranties, representations, covenants and agreements herein contained or
contained in any document submitted pursuant to this Agreement and in
connection with the transaction herein contemplated survives the purchase by
Merchant Bank and sale by Drummond of the Purchased Shares and continues in
full force and effect for the benefit of Merchant Bank.
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This Agreement shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable
therein, and time shall be of the essence hereof.
This Agreement constitutes the entire agreement between the parties and,
except as stated herein and in the instruments and documents to be executed
and delivered pursuant hereto, contains all of the representations,
warranties, covenants and agreements of the respective parties hereto.
This Agreement may be executed in any number of counterparts or by facsimile,
each of which shall together constitute one and the same instrument and shall
together be deemed to be an original, notwithstanding that all of the parties
are not signatory to the same counterpart or facsimile.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
MFC MERCHANT BANK S.A.
By: /s/ Claudio Morandi
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Name: Claudio Morandi
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Title: Director
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DRUMMOND FINANCIAL CORPORATION
By: /s/ Michael J. Smith
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Name: Michael J. Smith
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Title: Director
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