<PAGE> 1
THIS AGREEMENT dated for reference the 15th day of May, 2000
AMONG:
ICHOR CORPORATION, a corporation organized under the
laws of Delaware, U.S.A., having an office at 1620 - 400 Burrard
Street, Vancouver, British Columbia V6C 3A6
OF THE FIRST PART
AND:
MAARTEN REIDEL, Businessman of Neudorf, 24321 Hohwacht, Germany
OF THE SECOND PART
WHEREAS:
A. Pursuant to the Purchase Agreement, Ichor acquired or had the right
to acquire 100% of the issued and outstanding shares of Nazca from
the Nazca Shareholders;
B. The acquisition completed on October 20, 1998, but was subject to
certain conditions subsequent, including that Nazca meet certain
sales targets by May 31, 1999;
C. A disagreement arose among the parties to the Purchase Agreement,
following which Ichor entered into the Revised Purchase Agreement
with the Majority Shareholders;
D. Pursuant to the Revised Purchase Agreement, Ichor acquired or was
entitled to receive the following shares from the Majority
Shareholders:
Shareholders No. of Shares
------------ -------------
John Houston 337,357
Frederick Reidel 130,625
Maarten Reidel 485,559
E. Pursuant to the Revised Purchase Agreement, the Majority Shareholders
were provided an option (the "Option") to reacquire the Nazca Shares
subject to the fulfilment of certain conditions;
F. A dispute has arisen amongst the parties to the Revised Purchase
Agreement as to the performance of the Option and the parties wish to
enter into this Agreement and the agreements contemplated hereby, to
evidence the full and final settlement of all claims, demands and
causes of actions existing as at the date hereof among the parties
hereto and the Releasors.
<PAGE> 2
2
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
respective agreements hereinafter set forth, and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto), the parties acknowledge,
declare, covenant and agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions. When used in this Agreement (including
the Recitals and any Schedules hereto) or any amendment hereto, the
following terms shall, unless otherwise expressly provided, have the
following meanings, respectively:
"Agreement" means this Agreement, as supplemented, amended or otherwise
modified or replaced from time to time and includes the Recitals and
Schedules hereto, and the expressions "Article" and "Section" followed by
a number mean and refer to the specified Article or Section of this
Agreement;
"Closing Date" means June 14, 2000 or such other date as the parties may,
in writing, agree;
"DPAG" means Dresden Papier Aktiengesellschaft, a corporation organized
under the laws of Germany;
"Drummond" means Drummond Financial Corporation, a corporation organized
under the laws of the State of Delaware;
"Ichor" means Ichor Corporation, a corporation organized under the laws of
the State of Delaware;
"Ichor Releasees" means Nazca, NSA and the Majority Shareholders and their
respective successors, assigns, officers, directors, advisors and
employees;
"Ichor Releasors" means Ichor, DPAG, Drummond, Mercer, MFC and Trimaine;
"Majority Shareholders" means Maarten Reidel, Frederick Reidel and John
Houston;
"Mercer" means Mercer International Inc., a Massachusetts trust organized
under the laws of the State of Washington;
"MFC" means MFC Bancorp Ltd., a company organized under the laws of the
Yukon Territory;
"Nazca" means Nazca Holdings Ltd., a company organized under the laws of
Bermuda;
"Nazca Receivables" means all amounts due or accruing due from Nazca to
Ichor as at the Closing Date;
<PAGE> 3
3
"Nazca Releasees" means Ichor, DPAG, Drummond, Mercer, MFC and Trimaine
and their respective successors, assigns, officers, directors, advisors
and employees;
"Nazca Releasors" means Nazca, NSA and the Majority Shareholders;
"Nazca Shareholders" means all of the shareholders of Nazca as constituted
at the time that Ichor entered into the Purchase Agreement
"Nazca Shares" means the 953,541 common shares of Nazca that were
transferred to or which Ichor was entitled to receive pursuant to the
Revised Purchase Agreement;
"Note" means a promissory note in the principal sum of $600,000 from
Maarten Reidel in favour of Ichor in the form appended as Schedule "A"
hereto;
"NSA" means Nazca S.A., a company organized under the laws of Chile;
"person" means an individual, a partnership, a corporation (including a
business trust), joint stock company, trust, unincorporated association,
joint venture or other entity, or a state or a political subdivision
thereof or any agency of such state or subdivision;
"Purchase Agreement" means a purchase agreement among Ichor and the Nazca
Shareholders dated for reference October 17, 1998;
"Releasees" means the Ichor Releasees and the Nazca Releasees;
"Releases" means releases to be provided by the Releasors in the forms set
out in Schedule B hereto;
"Releasors" means the Ichor Releasors and the Nazca Releasors;
"Revised Purchase Agreement" means a revised purchase agreement among
Ichor and the Majority Shareholders dated for reference July 26, 1999;
"Time of Closing" means 10:00 a.m. Vancouver time on the Closing Date;
"Trimaine" means Trimaine Holdings, Inc. (formerly Logan Financial
Corporation), a company organized under the laws of the State of
Washington;
Section 1.2 Headings, etc. The division of this Agreement into
Articles and Sections and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of
this Agreement.
Section 1.3 Gender and Number. Words imparting the singular number
include the plural and vice-versa and words imparting gender include the
masculine, feminine and gender neutral and vice versa as the context
requires.
<PAGE> 4
4
Section 1.4 Amendment. No amendment of any provision of this
Agreement shall be effective unless the same is in writing and signed by
each party hereto.
Section 1.5 Currency. Unless otherwise specified herein all
references to "dollars" or "$" shall be references to U.S. Dollars.
Section 1.6 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.
Section 1.7 Schedules. All documents attached and referred to in
this Agreement and the following schedules attached hereto are integral to
and form part of this Agreement:
Schedule "A" - Maarten Reidel Promissory Note
Schedule "B" - Forms of Release
ARTICLE 2
TRANSFER OF NAZCA SHARES TO MAARTEN REIDEL
Section 2.1 Transfer of Nazca Shares and Nazca Receivables.
Subject to the terms and conditions hereof, Ichor covenants and agrees to
sell, assign and transfer to Maarten Reidel, on the Closing Date, and
Maarten Reidel covenants and agrees to purchase from Ichor, all of Ichor's
interest in the Nazca Shares and the Nazca Receivables.
Section 2.2 Purchase Price and Closing. The purchase price payable
by Maarten Reidel to Ichor for Ichor's interest in the Nazca Shares and
the Nazca Receivables is the sum of $600,000 payable by delivery of the
Note at the Time of Closing.
Section 2.3 Acknowledgement of Indebtedness. Maarten Reidel hereby
undertakes to deliver, within three days of the Closing Date, a notarized
(before a German notary) and immediately executable acknowledgement of
indebtedness (an "Schuldanerkenntnis mit Vollstreckungsunterwerfung") in
the sum of U.S. Six Hundred Thousand ($600,000) Dollars plus interest
thereon at the rate of five (5%) per cent per annum calculated from and
including May 1, 2000 to the date of payment. The Release to be delivered
hereunder in favour of Maarten Reidel will have no effect with respect to
Maarten Reidel until such time as the acknowledgement of indebtedness in
the form required hereunder has been delivered in accordance with the
terms hereof.
Section 2.4 Delivery of Nazca Shares. On the Closing Date, Ichor
shall be obliged to deliver stock transfer powers of attorney relating to
only those share certificates representing the Nazca Shares as were
received by Ichor from the Majority Shareholders, which certificates have
been delivered to Nazca's Authorized Transfer Agent, Butler & Taylor of
Nassau, the Bahamas.
<PAGE> 5
5
ARTICLE 3
CONDITIONS TO COMPLETION
Section 3.1 Conditions of Closing in Favour of Ichor. The
completion of each of the transactions contemplated hereby is subject to
the terms and conditions set forth below which are for the exclusive
benefit of Ichor, to be fulfilled or performed prior to the Time of
Closing. Any such condition may be waived in whole or in part by Ichor in
writing without prejudice to any claims it may have for a breach of
covenant, representation or warranty:
(a) Delivery of Releases. Each of the Nazca Releasors shall have
executed and delivered Releases to the Nazca Releasees;
(b) Compliance. All of the terms, covenants and conditions of this
Agreement to be complied with or performed by Maarten Reidel
and all of the deliveries contemplated hereby at or before the
time of Closing shall have been complied with or performed; and
(c) Further Assurances. Maarten Reidel, Nazca, NSA and the
Majority Shareholders shall provide all other documents and
assurances as reasonably requested by Ichor to more effectively
complete the transactions contemplated by this Agreement.
Section 3.2 Conditions of Closing in Favour of Maarten Reidel. The
completion of each of the transactions contemplated hereby is subject to
the terms and conditions set forth below which are for the exclusive
benefit of Maarten Reidel, to be fulfilled or performed prior to the Time
of Closing. Any such condition may be waived in whole or in part by
Maarten Reidel in writing without prejudice to any claims he may have for
a breach of covenant, representation or warranty:
(a) Delivery of Releases. Each of the Ichor Releasors shall have
executed and delivered Releases to the Ichor Releasees;
(b) Compliance. All of the terms, covenants and conditions of this
Agreement to be complied with or performed by Ichor and all of
the deliveries contemplated hereby at or before the time of
Closing shall have been complied with or performed; and
(c) Further Assurances. Ichor shall provide all other documents
and assurances as reasonably requested by Maarten Reidel,
Nazca, NSA or the Majority Shareholders to more effectively
complete the transactions contemplated by this Agreement.
<PAGE> 6
6
ARTICLE 4
INDEMNITY
Section 4.1 Indemnity. Maarten Reidel hereby agrees to indemnify
and hold harmless each of the Nazca Releasees against any manners of
action, causes of action, claims, demands, damages, costs, and expenses
whatsoever which against any of the Nazca Releasees the Nazca Shareholders
ever had, now have or hereinafter can, shall or may have by reason of any
matter, cause or thing whatsoever existing up to the Closing Date.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
Section 5.1 Representations of Ichor. Ichor makes no
representation or warranty with respect to Ichor's legal or beneficial
title to and/or interest in the Nazca Shares and Nazca Receivables with
the exception that Ichor represents and warrants that Ichor has not
transferred or otherwise dealt with its interest in the Nazca Shares to or
with any third party and Nazca has not assigned or dealt with its interest
in the Nazca Receivables to or with any third party. Notwithstanding
Section 2.4 hereof, following the completion of the transactions
contemplated hereby, Ichor expressly represents and confirms that it will
not hold, nor shall it have title or any interest, be it direct, indirect,
beneficial or in any other manner to any Nazca Shares including those for
which Ichor shall not have delivered stock transfer powers of attorney
pursuant to Section 2.4.
ARTICLE 6
MISCELLANEOUS
Section 6.1 Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of Germany and shall be treated
in all respects as a German contract without giving effect to applicable
principles of conflicts of law to the extent that the application of the
laws of another jurisdiction would be required thereby.
Section 6.2 Consent to Jurisdiction. The parties hereto hereby
irrevocably submit to the non-exclusive jurisdiction of the courts of
Germany, in any action or proceeding arising out of or relating to this
Agreement and hereby irrevocably agree that all claims in respect of any
such action or proceeding may be heard and determined in such court. The
Parties agree that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
Section 6.3 Successors and Assigns. This Agreement shall become
effective when it is executed by the parties and thereafter shall be
binding upon and enure to the benefit of the parties hereto and their
successors and permitted assigns. Neither party shall have the right to
assign its rights hereunder or any interest herein without the prior
written consent of the other, which consent may be arbitrarily withheld.
<PAGE> 7
7
Section 6.4 Prior Understandings. This Agreement supersedes all
prior understandings and agreements, whether written or oral, and
constitutes the entire agreement between the parties hereto relating to
the transactions provided for herein.
Section 6.5 Time of the Essence. Time shall be the essence hereof.
Section 6.6 Confidentiality. No party to this Agreement shall
disclose any of its terms, conditions or its existence to any third party,
except as may be required by law or the rules, policies or regulations of
any securities regulatory authority or stock exchange having jurisdiction,
without the prior written consent of the other parties hereto, which
consent may be arbitrarily withheld.
Section 6.7 No Admission of Liability. The parties hereto have
executed and delivered this Agreement without any admission of liability
on the part of or on behalf of any party to this Agreement.
Section 6.8 Benefit. Each of the parties hereto hereby
acknowledges, covenants and agrees that this Agreement is being entered
into for the benefit of each such party and each of the parties hereto
acknowledges that each has an interest in the settlement and transactions
contemplated hereby being completed in accordance with the terms of this
Agreement.
Section 6.9 Enurement. This Agreement shall be binding upon and
shall enure to the benefit of the parties hereto and their respective
administrators, trustees, receivers, successors and permitted assigns.
Section 6.10 Further Assurances. Each party agrees that it will
execute all documents and do all acts and things as the other party may
reasonably request and as may be lawful and within its respective power to
do, to carry out and/or implement the provisions or intent of this
Agreement.
Section 6.11 Counterparts and Facsimile. This Agreement may be
executed in counterparts and by facsimile and by different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which, taken together, shall constitute one and the
same instrument.
<PAGE> 8
8
Section 6.12 Severability. The provisions of this Agreement are
intended to be severable. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction
or the remaining provisions hereof in any jurisdiction.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of
the day and year first above written.
ICHOR CORPORATION
By: /s/ Michael J. Smith
-----------------------
Name: (c/s)
---------------------
Title:
--------------------
SIGNED, SEALED and DELIVERED by )
MAARTEN REIDEL in the presence of: )
)
------------------------------------ )
Signature )
) /s/ Maarten Reidel
------------------------------------ ) ----------------------
Name ) MAARTEN REIDEL
)
------------------------------------ )
Address )
)
------------------------------------ )
)
------------------------------------ )
Occupation )
<PAGE> 9
SCHEDULE A
PROMISSORY NOTE
May 1, 2000
PRINCIPAL AMOUNT: US $600,000 DUE: JUNE 30, 2001
FOR VALUE RECEIVED, the undersigned MAARTEN REIDEL ("Reidel"), of Neudorf,
24321 Hohwacht, Germany hereby promises to pay to ICHOR CORPORATION
("ICHOR") of 1620 - 400 Burrard Street, Vancouver, British Columbia V6C
3A6 at such address or at such other place as ICHOR may from time to time
designate by written notice to Reidel, the principal amount of SIX HUNDRED
THOUSAND (U.S. $600,000) U.S. DOLLARS, on JUNE 30, 2001, together with
interest thereon at the rate of five (5%) per cent per annum calculated
from and including May 1, 2000, to the date of payment. Interest shall
accrue at the rate aforesaid as well after as before maturity and default
and shall accrue and be payable on overdue interest and shall be payable
on December 31, 2000 and June 30, 2001. Interest shall be compounded
monthly at the aforesaid rate on the principal amount outstanding and on
overdue interest following maturity and default.
THIS NOTE shall be governed by and construed in accordance with the laws
of Germany without giving effect to applicable principles of conflicts of
law to the extent that the application of the laws of another jurisdiction
would be required thereby. Reidel hereby irrevocably submits to the
jurisdiction of the Courts of the Republic of Germany, in any action or
proceeding arising out of or relating to this promissory note.
PRESENTMENT for payment, demand, protest and notice of dishonour and
protest hereof are hereby waived.
SIGNED, SEALED AND DELIVERED by )
MAARTEN REIDEL in the presence of: )
)
------------------------------------ )
Witness )
)
------------------------------------ ) --------------------------
Address ) MAARTEN REIDEL
)
------------------------------------ )
)
------------------------------------ )
Occupation )
<PAGE> 10
SCHEDULE B
GENERAL RELEASE
NAZCA HOLDINGS LTD., NAZCA S.A., MAARTEN REIDEL, FREDERICK REIDEL and JOHN
HOUSTON (collectively, the "Releasor"), for and in consideration of the
sum of TEN ($10.00) DOLLARS, now paid to the Releasor (the receipt and
sufficiency of which is hereby acknowledged) and other good and valuable
consideration, subject to the terms and conditions set out herein, by
these presents, jointly and severally for themselves, and their respective
successors and assigns, hereby REMISE, RELEASE AND FOREVER DISCHARGE ICHOR
CORPORATION, DRESDEN PAPIER AKTIENGESELLSCHAFT, DRUMMOND FINANCIAL
CORPORATION, MERCER INTERNATIONAL INC., MFC BANCORP LTD. and TRIMAINE
HOLDINGS, INC. and their subsidiary, affiliated and related companies and
their respective officers, directors, advisors and employees
(collectively, the "Releasee"), and their respective successors and
assigns, of and from all manners of action, causes of action, claims,
demands, damages, costs and expenses of any nature or kind whatsoever,
which against the Releasee, the Releasor ever had, now has or hereinafter
can, shall or may have by reason of any matter, cause or thing whatsoever
existing up to the present time, AND IN PARTICULAR, BUT WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, the Releasor does hereby remise, release
and forever discharge the Releasee, of and from all manners of action,
causes of action, suits, contracts, claims, demands, costs and expenses of
any nature or kind whatsoever arising out of or in any way connected with
Nazca Holdings Ltd. and any agreements among any of the persons comprising
the Releasor and the Releasee relating to the shares or operations
thereof.
THE RELEASES AND DISCHARGES set out herein do not apply to any manners of
action, causes of action, claims, demands, damages, costs or expenses or
other matters that are or become in issue between the Releasee or any
party comprising the Releasee and Maarten Reidel other than as such
matters specifically relate to Nazca Holdings Ltd..
IT IS DISTINCTLY UNDERSTOOD AND AGREED that the above consideration is
accepted voluntarily for the purpose of making full and final compromise,
adjustment and settlement of all claims or potential claims between the
Releasor and the Releasee as provided herein and this Release shall not be
construed as an admission of liability on the part of the Releasee.
IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED and Releasor acknowledges
that facts in respect which this Release is made may prove to be other
than or different from the facts in that connection now known or believed
by the Releasor to be true. The Releasor accepts and assumes the risks or
the facts being different and agrees that this Release shall be in all
respects enforceable and not subject to termination, rescission or
variation by a discovery of any difference in facts.
IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED that the Releasor has read
this Release and that the terms of this Release are contractual and not a
mere recital.
<PAGE> 11
2
IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED, and the parties hereto
covenant and agree that all representations, warranties and covenants set
out hereunder are joint and several and enforceable against each such
party.
THIS RELEASE is governed by and shall be interpreted pursuant to the laws
of Germany. The parties hereto hereby irrevocably submit to the non-
exclusive jurisdiction of the courts of Germany, in any action or
proceeding arising out of or relating to this Release and hereby
irrevocably agree that all claims in respect of any such action or
proceeding may be heard and determined in such court, and that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.
THIS RELEASE may be executed in counterparts and by facsimile and by
different parties in separate counterparts, each of which when so executed
shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF the Releasor has hereunto set his hand and seal
effective the day of May, 2000.
----
NAZCA HOLDINGS LTD.
By:
-------------------------- (c/s)
Name:
------------------------
Title:
-----------------------
NAZCA S.A.
By:
-------------------------- (c/s)
Name:
------------------------
Title:
-----------------------
<PAGE> 12
3
SIGNED, SEALED and DELIVERED )
by MAARTEN REIDEL in the )
presence of: )
)
------------------------------ )
Signature ) --------------------------
) MAARTEN REIDEL
------------------------------ )
Name )
)
------------------------------ )
Address )
)
------------------------------ )
)
------------------------------ )
Occupation )
SIGNED, SEALED and DELIVERED )
by FREDERICK REIDEL in the )
presence of: )
)
------------------------------ )
Signature ) --------------------------
) FREDERICK REIDEL
------------------------------ )
Name )
)
------------------------------ )
Address )
)
------------------------------ )
)
------------------------------ )
Occupation )
SIGNED, SEALED and DELIVERED )
by JOHN HOUSTON in the )
presence of: )
)
------------------------------ )
Signature ) --------------------------
) JOHN HOUSTON
------------------------------ )
Name )
)
------------------------------ )
Address )
)
------------------------------ )
)
------------------------------ )
Occupation )
<PAGE> 13
SCHEDULE B
GENERAL RELEASE
ICHOR CORPORATION, DRESDEN PAPIER AKTIENGESELLSCHAFT, DRUMMOND FINANCIAL
CORPORATION, MERCER INTERNATIONAL INC., MFC BANCORP LTD. and TRIMAINE
HOLDINGS, INC. (collectively, the "Releasor"), for and in consideration of
the sum of TEN ($10.00) DOLLARS, now paid to the Releasor (the receipt and
sufficiency of which is hereby acknowledged) and other good and valuable
consideration, subject to the terms and conditions set out herein, by
these presents, jointly and severally for themselves, and their respective
successors and assigns, hereby REMISE, RELEASE AND FOREVER DISCHARGE NAZCA
HOLDINGS LTD., NAZCA S.A., MAARTEN REIDEL, FREDERICK REIDEL and JOHN
HOUSTON and their subsidiary, affiliated and related companies and their
respective officers, directors, advisors and employees (collectively, the
"Releasee"), and their respective successors and assigns, of and from all
manners of action, causes of action, claims, demands, damages, costs and
expenses of any nature or kind whatsoever, which against the Releasee, the
Releasor ever had, now has or hereinafter can, shall or may have by reason
of any matter, cause or thing whatsoever existing up to the present time,
AND IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
the Releasor does hereby remise, release and forever discharge the
Releasee, of and from all manners of action, causes of action, suits,
contracts, claims, demands, costs and expenses of any nature or kind
whatsoever arising out of or in any way connected with Nazca Holdings Ltd.
and any agreements among any of the persons comprising the Releasor and
the Releasee relating to the shares or operations thereof.
THE RELEASES AND DISCHARGES set out herein do not apply to any manners of
action, causes of action, claims, demands, damages, costs or expenses or
other matters that are or become in issue between the Releasor or any
party comprising the Releasor and Maarten Reidel other than as such
matters specifically relate to Nazca Holdings Ltd..
IT IS DISTINCTLY UNDERSTOOD AND AGREED that the above consideration is
accepted voluntarily for the purpose of making full and final compromise,
adjustment and settlement of all claims or potential claims between the
Releasor and the Releasee as provided herein and this Release shall not be
construed as an admission of liability on the part of the Releasee.
IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED and Releasor acknowledges
that facts in respect which this Release is made may prove to be other
than or different from the facts in that connection now known or believed
by the Releasor to be true. The Releasor accepts and assumes the risks or
the facts being different and agrees that this Release shall be in all
respects enforceable and not subject to termination, rescission or
variation by a discovery of any difference in facts.
IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED that the Releasor has read
this Release and that the terms of this Release are contractual and not a
mere recital.
<PAGE> 14
2
IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED, and the parties hereto
covenant and agree that all representations, warranties and covenants set
out hereunder are joint and several and enforceable against each such
party.
THIS RELEASE is governed by and shall be interpreted pursuant to the laws
of Germany. The parties hereto hereby irrevocably submit to the non-
exclusive jurisdiction of the courts of Germany, in any action or
proceeding arising out of or relating to this Release and hereby
irrevocably agree that all claims in respect of any such action or
proceeding may be heard and determined in such court, and that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.
THIS RELEASE may be executed in counterparts and by facsimile and by
different parties in separate counterparts, each of which when so executed
shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF the Releasor has hereunto set his hand and seal
effective the day of May, 2000.
----
ICHOR CORPORATION
By:
-------------------------- (c/s)
Name:
------------------------
Title:
-----------------------
DRESDEN PAPIER AKTIENGESELLSCHAFT
By:
--------------------------- (c/s)
Name:
-------------------------
Title:
------------------------
<PAGE> 15
3
DRUMMOND FINANCIAL CORPORATION
By:
---------------------------- (c/s)
Name:
--------------------------
Title:
-------------------------
MERCER INTERNATIONAL INC.
By:
------------------------------ (c/s)
Name:
----------------------------
Title:
---------------------------
MFC BANCORP LTD.
By:
------------------------------- (c/s)
Name:
-----------------------------
Title:
----------------------------
TRIMAINE HOLDINGS, INC.
By:
------------------------------- (c/s)
Name:
-----------------------------
Title:
----------------------------
