<PAGE> 1
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1998
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
==============================================================================
<PAGE> 2
-2-
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 20, 1998 ICHOR Corporation (the "Corporation") acquired all of the
issued and outstanding shares of Nazca Holdings Ltd. ("NHL") a corporation
organized under the laws of the Bahamas from eight shareholders (the
"Vendors"). NHL, through its subsidiary, Nazca S.A. ("Nazca") a Chilean
company, is in the business of the exploration for and development of ground
water resources in Chile. Nazca is seeking to develop a water utility to
provide bulk water supplies to mining, agricultural and public sectors in
Chile.
Nazca has applied for eight exploration concessions (the "Concessions") in
Chile, six of which are pending and two of which are granted. Nazca is in the
process of conducting exploration and development work on the granted
Concessions. Economic quantities of water have been located on the granted
Concession sites.
The consideration payable by the Corporation to the Vendors consists of:
(i) $200,000 per Concession payable upon receipt of regulatory
approval allowing a perpetual right of access to and removal of
ground water from the Concession. The payments shall be made by
delivery of shares of the Corporation having an attributed value
of between $1.00 and $1.75 per share, depending upon the fair
market value of the shares at the time that the approval is
granted. The Corporation has the option of allowing its
interest in a Concession to revert to the original Vendors
rather than making a payment, if it determines not to proceed
with the development of a Concession;
(ii) One share of the Corporation for each $1.00 of net after tax
income earned by the Corporation from the Concessions, to a
maximum of 1,500,000 shares of the Corporation.
The Corporation's obligation to issue shares is subject to receipt of any
required shareholder approvals. The Corporation may make the payments or
equivalent payments in cash, rather than by the issue of shares, in the event
that all required shareholder approvals are not obtained.
Drummond Financial Corporation and Logan International Corp., two major
shareholders of the Corporation, have entered into an agreement with the
Vendors pursuant to which they have agreed to transfer 599,565 shares and
1,400,435 shares of the Corporation, respectively, to the Vendors as partial
consideration for the Vendors entering into the purchase agreement with the
Corporation. The obligation to transfer the shares is contingent upon Nazca
meeting certain performance criteria on or before March 31, 1999.
<PAGE> 3
-3-
The consideration payable by the Corporation in connection with the
acquisition resulted from arms-length negotiations with the Vendors. The
Corporation sought to tie the consideration payable to the Vendors to the
productivity and yields from the Concessions over time.
Financial statements of Nazca are not included in this initial report and
shall be filed within 60 days after the date that this initial report is
required to be filed.
<PAGE> 4
-4-
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
2.1 Purchase Agreement between ICHOR Corporation and Nazca
Holdings Ltd.
<PAGE> 5
-5-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICHOR CORPORATION
By: /s/ Roy Zanatta
----------------------
Roy Zanatta
Secretary and Director
Date: October 20, 1998
<PAGE> 6
ICHOR CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Purchase Agreement between ICHOR Corporation and Nazca
Holdings Ltd.
<PAGE> 1
ICHOR CORPORATION
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
October 17, 1998
The Shareholders of Nazca Holdings Ltd.
c/o Maarten Reidel
Dresden Papier AG
Piraner Strasse 31-33
Heidenau D-01809
Germany
Dear Sirs:
We understand that the shareholders listed in Schedule A hereto (the
"Vendors") are the legal and beneficial owners of all of the issued and
outstanding shares of common stock in the capital of Nazca Holdings Ltd. (the
"Corporation"), a corporation incorporated under the laws of The Bahamas.
All monetary amounts referred to herein are in lawful currency of the United
States of America, unless otherwise expressly stated.
1. PURCHASE OF THE CORPORATION
1.1. Subject to the terms and conditions hereof, Ichor Corporation (the
"Purchaser") hereby offers to purchase from the Vendors and, by their
acceptance hereof, the Vendors agree to sell to the Purchaser all of the
issued and outstanding shares of common stock in the capital of the
Corporation (the "Purchased Securities") in exchange for the Residual Payments
and in consideration of the covenants and agreements set out herein.
2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDORS
2.1. The Vendors, by their acceptance hereof, jointly and severally covenant,
represent and warrant as follows and acknowledge and confirm that the
Purchaser is relying upon such covenants, representations and warranties in
connection with the purchase by the Purchaser of the Purchased Securities:
(a) all the Purchased Securities are now, and at the Time of Closing (as
defined herein) will be, owned by the Vendors as the sole legal and
beneficial owners of record with good and marketable title thereto, free
and clear of any mortgages, liens, charges, restrictions, security
<PAGE> 2
- 2 -
interests, adverse claims, pledges, encumbrances or demands whatsoever,
and the Purchased Securities are issued and outstanding as fully paid
and non-assessable;
(b) no person, firm or corporation has any agreement or option, or any right
or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, acquisition or
transfer from the Vendors of any of the Purchased Securities or any
interest therein or right thereto, except the Purchaser pursuant hereto;
(c) the Vendors have all necessary power and authority to execute and
deliver the agreement resulting from their acceptance hereof (the
"Agreement"), to sell the Purchased Securities to the Purchaser and to
perform their obligations hereunder;
(d) none of the Vendors act as nominee, agent, trustee, executor,
administrator or other legal representative on behalf of any other
person, firm or corporation in respect of the Purchased Securities;
(e) this Agreement has been duly executed and delivered by and on behalf of
the Vendors and constitutes legal, valid and binding obligations of the
Vendors enforceable against the Vendors in accordance with its terms;
(f) the authorized and issued capital of the Corporation is as set out in
Schedule "B" attached hereto;
(g) other than the Purchased Securities, there are no other shares, options,
warrants or securities of the Corporation issued or issuable;
(h) the Purchased Securities are now, and at all times up to and including
the Time of Closing will continue to be, registered in the name of the
Vendors on the applicable securities registers of the Corporation;
(i) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby will not conflict with, result in a
default under, or accelerate or permit the acceleration of the
performance required by any agreement or instrument to which the Vendors
or the Corporation is a party, any applicable law, rule or regulation,
or any of the provisions of the constituting documents or by-laws of the
Corporation;
(j) the Corporation is a corporation duly incorporated, organized and
subsisting under the laws of the Bahamas and has, on a timely basis,
duly filed or delivered all reports, filings, federal, state and local
tax returns and other material required to be filed with or delivered to
any regulatory authority having jurisdiction under applicable law;
(k) Nazca S.A. is a corporation duly incorporated, organized and subsisting
under the laws of Chile and has, on a timely basis, duly filed or
delivered all reports, filings, federal, state and local tax returns and
other material required to be filed with or delivered to any regulatory
authority having jurisdiction under applicable law;
<PAGE> 3
- 3 -
(l) the balance sheets of the Corporation as at December 31, 1997 and the
statements of operations, accumulated deficit and cash flows for the
years then ended (the "Financial Statements"), have been prepared in
accordance with United States generally accepted accounting principles
("GAAP") on a basis consistent with previous years and present fairly,
the assets, liabilities and financial condition of the Corporation as at
such dates and the sales, income and results of operations of the
Corporation and its subsidiaries on a consolidated basis during the
periods covered thereby;
(m) to the knowledge of the Vendors there are no material liabilities
(absolute, accrued, contingent or otherwise) of the Corporation or any
of its subsidiaries of any kind whatsoever other than as disclosed in
the Financial Statements;
(n) all material financial transactions of the Corporation and its
subsidiaries have been recorded in the financial books and records of
the Corporation in accordance with good business practices, and such
financial books and records accurately reflect the basis for the
financial condition and the revenues, expenses and results of operations
of the Corporation and its subsidiaries shown in the Financial
Statements;
(o) there has been no material adverse change in the business affairs,
operations or prospects (financial or otherwise) of the Corporation or
Nazca S.A. since December 31, 1997; and
(p) none of the Vendors nor any associates thereof are a party to, or are
aware of, any agreement, commitment or understanding with respect to the
exercise of any voting rights attaching to any securities of the
Corporation or subsidiary thereof or any voting trust agreement or other
agreement relating to securities of the Corporation or subsidiary
thereof;
(q) Nazca S.A. is a wholly-owned subsidiary of the Corporation, with the
exception of 100 shares held by Frits Reidel as resident shareholder,
and no person, firm or corporation has any agreement or option, or any
right or privilege (whether by law, pre-emptive or contractual) capable
of becoming an agreement or option for the purchase, acquisition or
transfer from the Corporation of any shares of Nazca S.A. or any
interest therein or right thereto;
(r) Neither the Corporation nor Nazca S.A. is indebted to, or has any
contractual relationship, including any consulting or contracting
agreement with, any of the Vendors or any person or company affiliated
with the Vendors or with whom any of the Vendors does not deal at arms'
length and the Vendors have no interest, direct or indirect, and no
company or person with whom the Vendors do not deal at arm's length have
any interest, direct or indirect in the Corporation or Nazca S.A. other
than in the Purchased Securities to be transferred hereunder;
(s) Nazca S.A. has applied for or has been granted exploration concessions
for the areas more particularly known described as Pampa Union, Pampa
Caya, Pampa Redonda, Pampa Lina, Pampa Llallqui, Salar de Veronica,
Lequema and Quebrada del Leon (collectively the "Original Concessions")
all of which applications are pending, with the exception of Pampa Union
and Pampa Caya which have been granted and all such exploration
concessions
<PAGE> 4
- 4 -
(applications or grants) are in good standing and are legally and
beneficially held by Nazca S.A.;
(t) The Original Concessions have potential wellfield capacities, measured
in litres per second (l/s) as follows:
NAME OF GRANT LITRES PER SECOND
------------- -----------------
Pampa Union 100 l/s
Pampa Caya 100 l/s
Pampa Redondo 60 l/s
Pampa Lina 100 l/s
Pampa Llallqui 100 l/s
Salar de Veronica 60 l/s
Lequerna 500 l/s
Quebrada del Leon 500 l/s
(u) within 30 days of the Closing Date the Purchaser and the Vendors shall
enter into a pooling agreement (the "Pooling Agreement") in a form
satisfactory to the Purchaser pursuant to which all of the shares of the
Purchaser acquired by the Vendors under the Collateral Agreement, or
otherwise acquired together with all of the shares of the Purchaser
owned by MFC Bancorp Ltd. and its subsidiaries will be pooled on terms
as follows:
(i) all shares of the Purchaser ("Ichor Shares") issued as
Residual Payments under Section 3.2 hereof shall be deposited to
the pool and be governed by the Pooling Agreement as and when same
are issued;
(ii) for a period of three years from the Effective Date (the
"Restricted Period"), the parties to the Pooling Agreement will be
restricted from selling the Ichor Shares subject thereto other than
on terms agreed upon by those parties to the Pooling Agreement
holding a majority of the shares in the pool;
(iii) any sales made during the Restricted Period will be made
pro rata to the holdings of each party to the Pooling Agreement
unless otherwise agreed in writing by all of the parties thereto,
provided that any party to the Pooling Agreement may elect not to
participate in any particular sale of Ichor Shares; and
(iv) at the end of the Restricted Period the Pooling Agreement
shall be terminated and the parties thereto shall receive all
shares that remain subject to the Pooling
<PAGE> 5
- 5 -
Agreement as at the date of termination, free from all restrictions
set out in the Pooling Agreement.
(v) within 30 days of the Closing Date, the Vendors shall each enter into
non-competition agreement on terms satisfactory to the Purchaser
pursuant to which each of the Vendors shall agree not to compete with
the business of the Corporation or Nazca S.A. for a period of two years
in Chile or for such other period of time and in respect of such other
geographical area as the Purchaser may reasonably require; and
(w) within 30 days of the Closing Date John Houston and Frits Reidel shall
each enter into an employment agreement with the Corporation or Nazca
S.A. on terms satisfactory to the Purchaser.
3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3.1. The Purchaser covenants, represents and warrants as follows and hereby
acknowledges and confirms that the Vendors are relying upon such covenants,
representations and warranties in connection with the sale by them of the
Purchased Securities:
(a) the Purchaser has all necessary power and authority to execute and
deliver this offer, to purchase the Purchased Securities pursuant to the
provisions hereof and to perform its obligations hereunder; and
(b) this offer has been duly executed and delivered by and on behalf of the
Purchaser and this Agreement will constitute a legal, valid and binding
obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms.
3.2 The Purchaser covenants and agrees to pay and deliver to the Vendors, or
their successors assigns, pro rata to their respective shareholdings in the
Corporation as at the Closing Date, residual payments as set out below:
(a) $200,000 in respect of each of the Original Concessions, payable by
delivery of Ichor Shares each having a deemed value equal to the lesser
of $1.75 per share and the closing sale price of the Ichor Shares as
traded on or through the market or stock exchange on which the majority
of the Ichor Shares traded over the thirty-day period immediately
preceding the payment date provided that:
(i) if the Ichor Shares do not trade through a stock exchange
or market regularly published in a reputable newspaper or a
business or financial publication of general and regular paid
circulation over such period, the attributed value to the Ichor
Shares shall be the book value per share determined in accordance
with GAAP based upon the Purchaser's most recent available audited
financial statements; and
(ii) the deemed value of the Ichor Shares shall be not less than
One ($1.00) Dollar;
<PAGE> 6
- 6 -
(b) for each One ($1.00) Dollar of net after tax income earned by the
Purchaser, determined in accordance with GAAP, from any of the Original
Concessions which is developed and operated, or sold by, Nazca S.A., one
Ichor Share to a maximum of 1,500,000 Ichor Shares. Ichor Shares to be
delivered pursuant hereto shall be delivered on an annual basis within
sixty days of the Purchaser's year end in respect of net after tax
income earned by the Purchaser in the prior fiscal year.
(collectively the "Residual Payments")
Each Residual Payment required under Section 3.2(a) shall be made within 10
days following approval by the Direccion General de Agua (the "DGA") or such
other regulatory authority having jurisdiction approving the access and
removal of water from the applicable site (the "Water Rights") in a volume
equal to or greater than the volume specified in subsection 2.1(t) hereof. If
the delivery of the Ichor Shares required in respect of any payment under
subsection 3.2(a) requires shareholder approval and such shareholder approval
has not been obtained at the time when such Residual Payment becomes due, the
Purchaser may make such Residual Payment by delivery of the sum of $200,000 in
lieu of Ichor Shares. If any Residual Payment due under subjection 3.2(b)
requires shareholder approval and such shareholder approval has not been
obtained at the time that such Residual Payment becomes due, such payment
shall be delayed until the date that is 10 days following the Purchaser's next
annual general meeting, or special meeting, as the case may be (the
"Shareholders' Meeting"). At such Shareholders' Meeting, the Purchaser shall
seek shareholder approval to the Residual Payment required to be made under
subsection 3.2(b) hereof and the Vendors each covenant and agree to vote any
shares owned or controlled by them in favour of such approval. If, following
such Shareholders' Meeting the Vendors have all voted in favour of the
Residual Payment and such shareholder approval has not been obtained, the
Purchaser shall deliver an equivalent payment to the Vendors equal to the
value of the Ichor Shares that would have been delivered had shareholder
approval been obtained. The value of such Ichor Shares shall be determined in
accordance with the procedure set out in subsection 3.2(a) hereof, provided
that subsection 3.2(a)(ii) shall not apply.
3.3 The Purchaser covenants and agrees to grant to the Vendors the right to
participate, pro rata as to their interests in the Purchaser, in any non-
public future subscriptions for Ichor Shares offered to MFC Bancorp Ltd. or
any subsidiary or affiliate thereof, for period of three years following the
Effective Date.
3.4 In lieu of making a Residual Payment specified in subsection 3.2(a)
hereof, the Purchaser may, at its option, cause Nazca S.A. to offer the
Original Concession, in respect of which such Residual Payment would otherwise
be required, to the Vendors whereupon the Vendors shall have the option of
purchasing such Original Concession for One ($1.00) Dollar, such Original
Concession to be transferred to the Vendors, following such purchase, pro rata
to their shareholdings of the Corporation as at the Closing Date.
3.5 The Purchaser covenants and agrees to provide short term funding by way
of equity contributions to the Corporation for general working capital
purposes in the amount of $300,000, payable as to $50,000 per month commencing
in the first month following the Closing date until fully funded.
<PAGE> 7
- 7 -
4. CLOSING PROCEDURE
4.1. The closing of the purchase and sale of the Purchased Securities shall
take place on October 20, 1998, at the offices of the Purchaser or at such
other time or place as may be mutually agreed upon. The date of the closing
of the purchase and sale of the Purchased Securities is referred to herein as
the "Closing Date" and the time of closing on such date is referred to herein
as the "Time of Closing".
4.2. At the Time of Closing on the Closing Date, the Vendors agree to deliver
to the Purchaser an executed copy of this Agreement together with the
following:
(a) written resignations and releases of claims against the Corporation from
all of the directors of the Corporation;
(b) definitive certificates representing the Purchased Securities duly
endorsed for transfer to the Purchaser, or as the Purchaser may in
writing direct, together with evidence that all required formalities
have been observed; and
(c) copies of documentation authorizing execution of this Agreement, and any
of the documents required to complete the transactions contemplated
hereby.
At the Time of Closing on the Closing Date, the Purchaser agrees to
deliver to the Vendors an executed copy of this Agreement. Contemporaneously
with the closing of the purchase and sale of the Purchased Securities, the
certificates representing the Purchased Securities delivered by the Vendors as
aforesaid shall be tendered to the Corporation and the parties shall arrange
for the immediate delivery to the Purchaser of definitive certificates
representing the Purchased Securities duly issued and registered in the name
of the Purchaser or as it may in writing direct.
5. CONDITIONS OF CLOSING
5.1. The obligation of the Purchaser to purchase the Purchased Securities
shall be subject to the following conditions for the exclusive benefit of the
Purchaser to be fulfilled, waived, and/or performed at or prior to the Time of
Closing on the Closing Date:
(a) no action or proceeding shall be pending or threatened by any person,
company, firm, governmental authority, securities commission, regulatory
body or agency to enjoin or prohibit the purchase and sale of the
Purchased Securities contemplated hereby or the right of the Purchaser
to own the Purchased Securities or to suspend or stop trading in
securities of the Corporation;
(b) the covenants, representations and warranties of the Vendors contained
in Article 2 hereof shall be true and correct on and as of the date of
the acceptance of this offer by the Vendors
<PAGE> 8
- 8 -
and shall also be true and correct on and as of the Closing Date with
the same force and effect as though such covenants, representations and
warranties had been made on and as of such date;
(c) the Vendors shall have complied with all covenants and agreements herein
agreed to be performed or caused to be performed by it;
(d) without the Purchaser's prior written consent, since the date hereof,
the Corporation shall not have taken any act, entered into or become a
party to or subject to any agreement or transaction or incurred or
become liable for any obligation except in the ordinary course of
business, and no such act, agreement, transaction, liability or
obligation in the ordinary course of business shall result in, or shall
upon the completion thereof result in, a material change in the assets,
liabilities, business, affairs, operations, prospects (financial or
otherwise) or capital of the Corporation;
(e) since the date hereof, the Corporation shall not have redeemed,
purchased or otherwise acquired any of its outstanding shares or
authorized or agreed to any such redemption, purchase or acquisition or
declared or paid any dividends or authorized or made any distributions
or agreed to do so on or in respect of its outstanding securities;
(f) since the date hereof, the Corporation shall not have reserved, set
aside, allotted, issued or agreed to reserve, set aside, allot or issue,
conditionally or otherwise, any shares or any securities, rights or
warrants having the right or option to acquire, directly or indirectly,
through purchase, conversion, exchange or otherwise, any shares; and
(g) the Purchaser shall have received all required regulatory approvals
including acceptance by Nasdaq for filing of notices relating to the
transactions contemplated by this Agreement;
In case any of the foregoing conditions has not been fulfilled, waived
and/or performed at or before the Time of Closing to the satisfaction of the
Purchaser, the Purchaser may rescind this Agreement by notice to the Vendors
and in such event the parties hereto shall be released from all obligations
hereunder; provided that any of such conditions may be waived in whole or in
part by the Purchaser without prejudice to its rights of rescission in the
event of the non-fulfillment of any other condition or conditions.
5.2 The obligation of the Vendors to complete the sale of the Purchased
Securities to the Purchaser on the Closing Date is subject to the completion
of the transactions contemplated by an agreement dated for reference October
17, 1998 among the Vendors, Drummond Financial Corporation ("Drummond") and
Logan International Corp ("Logan") (the "Collateral Agreement").
<PAGE> 9
- 9 -
6. COVENANTS OF THE VENDORS
6.1. The Vendors agree to cause the Corporation and the Corporation agrees to
fulfill and\or perform all of the conditions referred to in subsections
5.1(d), 5.1(e) and 5.1(f) prior to the Time of Closing.
6.2. The Vendors covenant and agree that, between the date hereof and the
Time of Closing, they will not take any step or act with respect to or in
furtherance of the sale of the Purchased Securities or any portion thereof to
any person, firm or corporation other than the Purchaser and, without limiting
the generality of the foregoing, will not negotiate with, solicit any offer
from, or have any discussions with, any other person, firm or corporation with
a view to such a sale.
7. COSTS AND EXPENSES
7.1. All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
expenses.
8. ENTIRE AGREEMENT
8.1. The agreement resulting from acceptance of this offer shall constitute
the entire agreement and understanding between the parties with respect to the
subject matter hereof and shall supersede any prior agreement, representation
or understanding with respect thereto.
9. TIME OF THE ESSENCE
9.1. Time shall be of the essence hereof.
10. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES
10.1. The respective covenants, representations and warranties of the parties
contained herein shall survive the closing of the purchase and sale of the
Purchased Securities herein provided for, and, notwithstanding such closing,
or any investigation made by or on behalf of any party, shall continue in full
force and effect for the benefit of the party to whom the covenant,
representation or warranty was made.
<PAGE> 10
- 10 -
11. NOTICES
11.1. Any notice, direction or other instrument required or permitted to be
given to any party hereto shall be in writing and may be given by delivering
or sending by facsimile the same to the Vendors at:
c/o Maarten Reidel
Dresden Papier AG
Piraner Strasse 31-33
Heidenau D-01809
Germany
Facsimile No.: 49-3529-518-204
and to the Purchaser at:
Ichor Corporation
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
Attention: President
Facsimile No.: (604) 683 3205
11.2. Any such notice, direction or other instrument shall be deemed to have
been given or made on the date on which it was delivered or sent by facsimile
(or, if such day is not a business day, on the next following business day).
12. GOVERNING LAW
12.1. This Agreement shall be constructed and enforced in accordance with, and
the respective rights and obligations of the parties shall be governed by, the
laws of the state of Delaware and the applicable federal laws of the United
States, and the parties hereto irrevocably attorn to the exclusive
jurisdiction of the courts of the United States.
13. CONFIDENTIALITY
13.1. This Agreement shall be kept confidential by the parties hereto and no
public announcement or press release concerning this Agreement shall be made
by either party without the consent of the other party, except as may be
required by law or applicable securities rules, regulations or policies.
<PAGE> 11
- 11 -
14. SUCCESSORS AND ASSIGNS
14.1. No party may assign any of its rights or obligations hereunder to any
other person, firm or corporation without the prior written consent of the
other parties hereto, except that the Purchaser may assign this Agreement and
its rights hereunder in whole or in part to one or more corporations all of
the shares of which are beneficially owned by the Purchaser or any of its
affiliates.
14.2. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
15. FURTHER ASSURANCES
15.1. The parties will, from time to time, from the date of this Agreement, at
the request of the other party, execute and deliver all such other and
additional instruments and other documents essential to and do all such other
acts and things as may be reasonably necessary or convenient to more fully
carry out the intent and purposes of the terms of this Agreement.
16. EFFECTIVE DATE
16.1 Notwithstanding the date of execution hereof or the completion of the
transactions contemplated hereby, this Agreement shall, upon completion, be
effective as of October 20, 1998.
17. ACCEPTANCE OF OFFER
17.1. This offer is open for acceptance by the Vendors in the manner indicated
below until, but not after, 11:59 o'clock p.m. (Vancouver time) on October
20, 1998, and if not accepted on or before such time on such date shall be
null and void. This offer may be accepted only by the Vendors signing and
returning the accompanying duplicate of this offer or a counterpart hereof to
the Purchaser or an officer of the Purchaser or by sending by facsimile to the
Purchaser, in the manner provided in section 11.1, a copy of a signed
counterpart hereof at or before the said time. Upon acceptance of this offer
by the Vendors as aforesaid, this offer shall become an agreement of purchase
and sale between the Vendors and the Purchaser in accordance with its terms.
Yours very truly,
ICHOR CORPORATION
By: /s/ Roy Zanatta
-------------------------
Name: ROY ZANATTA
-------------------------
Title: SECRETARY
-------------------------
<PAGE> 12
- 12 -
The foregoing offer is hereby accepted and agreed to by the undersigned on
this day of October, 1998.
------
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ John Houston
Signature ) -------------------------
) John Houston
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Frits Reidel
Signature ) -------------------------
) Frits Reidel
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Mark Anderson
Signature ) -------------------------
) Mark Anderson
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
<PAGE> 13
- 13 -
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Rod Cameron
Signature ) -------------------------
) Rod Cameron
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Maarten Reidel
Signature ) -------------------------
) Maarten Reidel
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Geoff Beale
Signature ) -------------------------
) Geoff Beale
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
<PAGE> 14
- 14 -
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Jonathan Wyatt
Signature ) -------------------------
) Jonathan Wyatt
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
SIGNED, SEALED & DELIVERED )
In the presence of: )
)
- ------------------------- ) /s/ Jerry Rowe
Signature ) -------------------------
) Jerry Rowe
- ------------------------- )
Address )
)
- ------------------------- )
Occupation )
<PAGE> 15
SCHEDULE "A"
Shareholders
------------
1. John Houston
4 Thomas Court Londgden Coleham
Shrewsbury, Shropshire, England
2. Maarten Reidel
Piraner Strasse 31-33
Heidenau, Germany
3. Frits Reidel
El Refugio 18500, Parcela 46
Santiago, Chile
4. Geoff Beale
22 Kenwood Gardens
Shrewsbury, Shropshire, England
5. Mark Anderson
6 Severn Bank
Shrewsbury, Shropshire, England
6. Rod Cameron
The Warren, Warren Street
New Lenham, Kent, England
7. Jonathan Wyatt
Rose Villa Broughhall
Whitechurch, Shropshire, England
8. Jerry Rowe
5556 Colorow Drive
Morrison, Colorado, U.S.A.
<PAGE> 16
SCHEDULE "B"
OUTSTANDING CAPITAL OF NAZCA HOLDINGS LTD. AS AT OCTOBER 20, 1998
Authorized Number of
Description Shares Shares Outstanding
----------- ---------- ------------------
Common Shares 2,000,000 shares (U.S.) 1,101,065
having a value of
$1.00 (U.S.) per
share
BREAKDOWN OF SHAREHOLDINGS
Shareholder Number of Shares
----------- ----------------
John Houston 337,357
Maarten Reidel 485,559
Frits Reidel 130,625
Geoff Beale 40,114
Mark Anderson 40,114
Rod Cameron 29,750
Jonathan Wyatt 21,857
Jerry Rowe 15,689
------
1,101,065
